Cardmember Agreement: Part 1 of 2  

As of: 12/31/2011 

Hilton HHonors® Card from American Express 
Issuer: American Express Bank, FSB

Rates and Fees Table 

Interest Rates 

Annual Percentage Rate 
(APR) for Purchases 

Prime Rate + 11.99% to Prime Rate + 15.99% 
This is a variable APR. See Explanation of Variable Rates below. 

APR for Balance  
Transfers     

Prime Rate + 11.99% to Prime Rate + 15.99% 
This is a variable APR. See Explanation of Variable Rates below. 

APR for Cash Advances  Prime Rate + 21.99% 

This is a variable APR. See Explanation of Variable Rates below. 

Penalty APR and  
When it Applies 

Prime Rate + 23.99% 

T

his is a variable APR. See Explanation of Variable Rates below. 

This APR will apply to your account if you: 
1)  make one or more late payments; or 
2)  make a payment that is returned. 

How Long Will the Penalty APR Apply?  If the Penalty APR is applied, it will apply for at 
least 6 months. We will review your Account every 6 months after the Penalty APR is 
applied. The Penalty APR will continue to apply until you have made timely payments with 
no returned payments during the 6 months being reviewed. 

Paying Interest 

Your due date is at least 25 days after the close of each billing period.  We will not charge 
you interest on purchases if you pay your entire balance by the due date each month. We 
will begin charging interest on cash advances and balance transfers on the transaction date. 

Fees  

Annual Membership Fee  None  

Transaction Fees 
(cid:2)  Balance Transfer  
(cid:2)  Cash Advance 
(cid:2)  Foreign Transaction 

Penalty Fees 
(cid:2)  Late Payment  
(cid:2)  Returned Payment  
(cid:2)  Overlimit 

Either $5 or 3% of the amount of each transfer, whichever is greater.  
Either $5 or 3% of the amount of each cash advance, whichever is greater.  
2.7% of each transaction after conversion to US dollars. 

Up to $35 
Up to $35 
None 

How we calculate interest: We use the Average Daily Balance method (including new transactions). See the How we 
calculate interest section in Part 2. 

Explanation of Variable Rates: If the Prime Rate increases, variable APRs (and corresponding DPRs) will increase. In 
that case, you may pay more interest and may have a higher Minimum Payment Due. When the Prime Rate changes, the 
resulting changes to variable APRs take effect as of the first day of the billing period. The Daily Periodic Rate (DPR) is 
1/365th of the APR, rounded to the nearest one ten-thousandth of a percentage point. 

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Page 1 of 2 

 
  
  
  
  
  
 
 
 
  
  
 
 
How Rates and Fees Work  

Rates 

Penalty APR for  
new transactions 

Penalty APR for 
existing balances 

Fees  

The penalty APR applies to new transactions if: 
(cid:2)  you do not pay at least the Minimum Payment 
Due by the Closing Date of the billing period in 
which it is due,  

(cid:2)  you do not pay at least the Minimum Payment 
Due by the Payment Due Date 2 times in 12 
billing periods, or 

(cid:2)  your payment is returned by your bank. 

If the Penalty APR applies to a balance, it will  
apply to charges added to that balance 
15 or more days after we send you notice. 

We will review your Account every 6 months after 
the Penalty APR is applied. The Penalty APR will 
continue to apply until you have made timely 
payments with no returned payments during the 6 
months being reviewed. 

If you do not pay at least the Minimum Payment Due within 60 days after its Payment Due Date, we 
can apply the penalty APR to those balances it does not already apply to. After you pay on time for 6 
billing periods in a row, the penalty APR will no longer apply to those balances (but it may still apply to 
other balances as described above). 

We add fees to a purchase balance, unless we tell you otherwise. 

Annual Membership  

This fee is on the Rates and Fees Table on page 1 of Part 1.  You may have up to 3 additional cards 
at no charge. 

Late Payment  

Returned Payment  

Up to $35. If we do not receive the Minimum Payment Due by its Payment Due Date, the fee is $25. If 
this happens again within the next 6 billing periods, the fee is $35. However, the late fee will not 
exceed the Minimum Payment Due. Paying late may also result in a Penalty APR. See Penalty APR 
for new transactions and Penalty APR for existing balances above.

Up to $35. If your payment is returned unpaid the first time we present it to your bank, the fee is $25. If 
this happens again within the next 6 billing periods, the fee is $35. However, the returned payment fee 
will not exceed the Minimum Payment Due on the last Payment Due Date before the payment is 
returned. A returned payment may also result in a Penalty APR. See Penalty APR for new transac-
tions above. 

Returned Check  

$38 if you use your card to cash a check at one of our approved locations and the check is returned 
unpaid. We will also charge you the unpaid amount. 

Overlimit 

None. See Credit limit and cash advance limit in Part 2. 

Statement Copy 

$5 for each statement you request, except for the 3 most recent billing periods. 

Account Re-opening 

$25 if your Account is cancelled, you ask us to re-open it, and we do so. 

Balance Transfer 

3% of the transaction, with a minimum of $5. A different fee may apply if stated in a promotional offer 
or at the time of a transaction. This fee is a finance charge. We will add it to the same balance as the 
balance transfer. 

Cash Advance 

3% of the withdrawal and other services you obtain (including any fee charged by the ATM operator), 
with a minimum of $5. We will add this fee to the cash advance balance. 

Foreign Transaction  

2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Converting charges 
made in a foreign currency in Part 2. 

                Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement. 

CMAEUFEEPAPR109                                                         Page 2 of 2 

 
 
 
 
 
 
 
Supplement to the Cardmember Agreement

How Your Reward Program Works

Hilton HHonors®

How you receive points

How you receive
additional points

You receive 3 Hilton HHonors® bonus points
(points) for each $1 of eligible spending on your
Hilton HHonors Card from American Express
(Card Account).

Eligible purchases are purchases for goods and
services minus returns and other credits.

Eligible purchases do NOT include:
• fees or interest charges,
• balance transfers,
• cash advances,
• purchases of traveler’s checks,
• purchases or reloading of reloadable prepaid

cards, or

• purchases of any cash equivalents.

You receive 3 additional points (a total of 6) for
each $1 of eligible spending on your Card
Account:
• at any property within the Hilton Worldwide

You will NOT receive any additional points for:
• eligible spending at departments of superstores

or warehouse clubs.

• Hilton Grand Vacations timeshare purchases

portfolio.

and package sales.

• at U.S. supermarkets, drugstores, and gas

• a purchase if the merchant does not submit the

stations.

• for service payments for home and wireless

phone, cable, satellite TV, and internet service
providers.

purchase using the correct industry or
merchant code. A merchant with more than
one location may submit purchases using
different codes. This means that purchases at
some locations qualify for additional points,
while purchases at other locations of the same
merchant would not.

When we transfer points

We transfer the points you receive to your Hilton HHonors program account after the end of the
billing period in which you received them.

When you will forfeit points

If the Minimum Payment Due is not paid by the Closing Date of the billing period in which it is due,
you will forfeit the points you received for eligible spending during that billing period. You may
reinstate those points within the next 24 billing periods if your Card Account is not past due and you
pay a $29 fee.

Hilton HHonors
Gold VIP Status

You may receive an upgrade to the Hilton
HHonors Gold VIP status based on your eligible
spending for the calendar year. If your eligible
spending during a calendar year reaches
$20,000 or more, you will be upgraded to the
Hilton HHonors Gold VIP status.

Only the Basic Cardmember will be enrolled.

It will take about 10 to 12 weeks after the eligible
spend level is reached for your Hilton HHonors
Gold VIP status to become effective.

Your upgrade will expire after 12 months unless
your eligible spending during the next calendar
year again qualifies you for an upgrade.

A calendar year is from January 1 to December
31 regardless of when you open your Card
Account.

Restriction on
Welcome Bonus Points

You may receive Welcome Bonus Points for opening a Card Account. If you open another Card
Account with a higher Welcome Bonus Points award, you will only get the difference between the first
and second awards.

Other things you should
know about this program

You will receive points only for eligible spending
intended for personal, family or household use.

We may change the terms of this program at our
discretion. If you violate or abuse this program,
you may forfeit some or all of your points.

We are not responsible for points after they are
credited to your Hilton HHonors program
account. We are also not responsible for the
actions of Hilton on your Hilton HHonors program

account. Hilton HHonors membership, earning of
Points & Miles® and redemption of points are
subject to HHonors Terms and Conditions. You
should refer to that document for details on:
• how to redeem your points,
• Hilton HHonors’ right to change its program

terms, and

• other conditions that may apply to the Hilton

HHonors’ program.

CMAEUPSP0000202

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FDR 996610

Cardmember Agreement: Part 2 of 2

Doc 27304

How Your American Express Account Works

Introduction

About your
Cardmember Agreement

This document together with Part 1 make up the
Cardmember Agreement (Agreement) for the Account
identified on page 1 of Part 1. Any supplements or

amendments are also part of the Agreement. When you
use the Account (or you sign or keep the card), you
agree to the terms of the Agreement.

Changing the Agreement

Words we use in
the Agreement

About using your card

Using the card

We may change this Agreement, subject to applicable
law. We may do this in response to the business, legal or
competitive environment.

We cannot increase the interest rate on existing
balances except in limited circumstances. Changes to

some terms may require 45 days advance notice, and
we will tell you in the notice if you have the right to reject
a change. We cannot change certain terms during the
first year of your Cardmembership.

We, us, and our mean the issuer shown on page 1 of
Part 1. You and your mean the person who applied for
this Account and for whom we opened the Account. You
and your also mean anyone who agrees to pay for this
Account. You are the Basic Cardmember. You may
request a card for an Additional Cardmember (see
About Additional Cardmembers on page 4 of Part 2).

Card means any card or other device that we issue to
access your Account. A charge is any amount added

to your Account, such as purchases, cash advances,
balance transfers, fees and interest charges. A
purchase is a charge for goods or services. A cash
advance is a charge to get cash or cash equivalents. A
balance transfer is a charge to pay an amount you owe
on another credit card account.

To pay by a certain date means to send your payment
so that we receive it and credit it to your Account by that
date (see About your payments on page 2 of Part 2).

You may use the card to make purchases. At our discre-
tion, we may permit you to make cash advances or bal-
ance transfers. You cannot transfer balances from any
other account issued by us or our affiliates.

You may arrange for certain merchants to charge your
Account at regular intervals. We may (but are not
required to) tell these merchants about your Account

status or changes to your card number or expiration
date. You must notify the merchants directly if you want
them to stop charging your Account.

Keep your card safe and don’t let anyone else use it. If
your card is lost or stolen or your Account is being used
without your permission, contact us right away. You may
not use your Account for illegal activities.

Promise to pay

You promise to pay all charges, including:
•  charges you make, even if you do not present your card or sign for the transaction,
•  charges that other people make if you let them use your Account, and
•  charges that Additional Cardmembers make or permit others to make.

Credit limit
and cash advance limit

Declined transactions

We assign a Credit Limit to your Account. We may make
part of your Credit Limit available for cash advances
(Cash Advance Limit). There may also be a limit on the
amount you can withdraw from ATMs in a given period.
The Credit Limit and Cash Advance Limit are shown on
page 1 of Part 1 and on each billing statement.

We may increase or reduce your Credit Limit and Cash
Advance Limit. We may do so even if you pay on time
and your Account is not in default.

We may decline to authorize a charge. Reasons we may
do this include suspected fraud and our assessment of
your creditworthiness. This may occur even if the charge
would not cause you to go over your Credit Limit and
your Account is not in default.

You agree to manage your Account so that:
•  your Account balance (including fees and interest) is

not more than your Credit Limit, and

•  your cash advance balance (including fees and

interest) is not more than your Cash Advance Limit.

We may approve charges that cause your Account
balance to go over your Credit Limit. If we do this, we
will not charge an overlimit fee. If we ask you to
promptly pay the amount of your Account balance
above your Credit Limit, you agree to do so.

We are not responsible for any losses you incur if we do
not authorize a charge. And we are not responsible if
any merchant refuses to accept the card.

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About your payments

When you must pay

How to make payments

How we apply payments
and credits

You must pay at least the Minimum Payment Due by the
Payment Due Date. The Minimum Payment Due and
Payment Due Date are shown on each billing statement.

Each statement also states the time and manner by
which you must make your payment for it to be credited
as of the same day it is received. For your payment to be
considered on time, we must receive at least the

Make payments to us in U.S. dollars with:
•  a single check drawn on a U.S. bank, or
•  a single negotiable instrument clearable through the
U.S. banking system, for example a money order, or
•  an electronic payment that can be cleared through the

U.S. banking system.

When making a payment by mail:
•  make a separate payment for each account,
•  mail your payment to the address shown on the pay-

ment coupon on your billing statement, and

•  write your Account number on your check or nego-
tiable instrument and include the payment coupon.

If your payment meets the above requirements, we will
credit it to your Account as of the day we receive it, as
long as we receive it by the time disclosed in your billing

Your Account may have balances with different interest
rates. For example, purchases may have a lower interest
rate than cash advances. If your Account has balances
with different interest rates, here is how we generally
apply payments in a billing period:

•  We apply your payments, up to the Minimum Payment
Due, first to the balance with the lowest interest rate,
and then to balances with higher interest rates.

About your Minimum Payment Due

How we calculate your
Minimum Payment Due

To calculate the Minimum Payment Due for each
statement, we start with the highest of the following
three amounts:
(1) 2% of the New Balance (excluding any overlimit
     amount and late fees on the statement); or
(2) interest charged on the statement plus 1% of the
     New Balance (excluding  any overlimit amount, late
     fees and interest on the statement), not to exceed 4%
     of the New Balance; or
(3) $35.

Then we add any late fees shown on the statement and
1/24th of any overlimit amount round to the nearest
dollar, and add any amount past due.

However, your Minimum Payment Due will not exceed
your New Balance.

Minimum Payment Due in such time and manner by the
Payment Due Date shown on your billing statement.

Each statement also shows a Closing Date. The Closing
Date is the last day of the billing period covered by the
statement. Each Closing Date is about 30 days after the
previous statement’s Closing Date.

statement. If we receive it after that time, we will credit
the payment on the day after we receive it.

If your payment does not meet the above requirements,
there may be a delay in crediting your Account. This
may result in late fees and additional interest charges
(see How Rates and Fees Work on page 2 of Part 1).

If we decide to accept a payment made in a foreign
currency, we will choose a rate to convert your payment
into U.S. dollars, unless the law requires us to use a
particular rate.

If we process a late payment, a partial payment, or a
payment marked with any restrictive language, that will
have no effect on our rights and will not change this
Agreement.

•  After the Minimum Payment Due has been paid, we
apply your payments to the balance with the highest
interest rate, and then to balances with lower interest
rates.

In most cases, we apply a credit to the same balance as
the related charge. For example, we apply a credit for a
purchase to the purchase balance. We may apply
payments and credits within balances, and among
balances with the same interest rate, in any order we
choose.

EXAMPLE: Minimum Payment Due

Assume that your New Balance is $3,000, interest is
$29.57 (see the example on the next page), and you
have no overlimit amount, late fees or amounts past
due.

(1)  2% x $3,000 = $60.00
(2)  $29.57 + 1% x ($3,000 - $29.57) = $59.27
(3)  $35.00

The highest of the three amounts is $60.00.

So the Minimum Payment Due is $60.00.

Adjusting your
Minimum Payment Due

If you regularly pay more than the Minimum Payment Due described above, we may adjust it in future billing
periods. This may let you make a smaller minimum payment from time to time. But if you then do not regularly pay
more than the Minimum Payment Due described above, we will stop adjusting it and return to the formula above. If
we start or stop adjusting your Minimum Payment Due, we will do so for at least six billing periods in a row.

To adjust the Minimum Payment Due, we will not exclude late fees and the overlimit amount from (1), nor add 1%
of the New Balance in (2). Then, if (2) is the highest (but less than 4% of the New Balance), we will add $15. If we
do the adjustment, we will not add 1/24th of the overlimit amount or any new late fees in the Minimum Payment
Due.

We will do this if over six billing periods the sum of your payments is more than the sum of the Minimum Payments
Due (not adjusted, except any amount past due is counted only in the first of those six periods). We will also make
the adjustment if over six billing periods the sum of the Minimum Payments Due (not adjusted) is not more than
$210 and equals the sum of your payments. However, we will not make the adjustment if the sum of Minimum
Payments Due is zero and we did not adjust the Minimum Payment Due the last time it was not zero.

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Page 2 of 6

About interest charges

When we charge interest

We charge interest beginning on the date of each transaction. You can avoid paying interest on purchases as de-
scribed below. However, you cannot avoid paying interest on cash advances and balance transfers.

If you pay the New Balance on every statement by the
Payment Due Date, we will not charge interest on
purchases.

If you pay the New Balance on a statement by the
Payment Due Date and then you pay less than the New
Balance on the following statement by the Payment Due
Date, we will not charge interest on the portion of the
purchase balance that we apply that payment to. But we
will charge interest on unpaid purchases.

If you do not pay the New Balance on a statement by the
Payment Due Date and then:
•  you pay the New Balance on the next statement by

the Payment Due Date, we will not charge interest on
purchases from the date of your payment to the
Closing Date of the billing period in which you made
that payment. But we will charge interest on
purchases from the beginning of that billing period
until the date of your payment.

•  you pay the New Balance on each of the next two

statements by their Payment Due Dates, we will not
charge interest on purchases on the following
statement.

Also, we will not charge interest on purchases on a
statement if the Previous Balance on that statement is
zero or a credit balance.

How we calculate interest

We calculate interest for a billing period by first figuring the interest on each balance. Different categories of
transactions—such as purchases and cash advances—may have different interest rates. Balances within each
category may also have different interest rates.

We use the Average Daily Balance method (including
new transactions) to figure interest charges for each
balance. The total interest charged for a billing period is
the sum of the interest charged on each balance.

Interest
The interest charged for a balance in a billing period,
except for variations caused by rounding, equals:
• Average Daily Balance (ADB) x
•  Daily Periodic Rate (DPR) x
•  number of days the DPR was in effect.

ADB
To get the ADB for a balance, we add up its daily
balances. Then we divide the result by the number of
days the DPR for that balance was in effect. If the daily
balance is negative, we treat it as zero.

DPR
A DPR is 1/365th of an APR, rounded to one ten-
thousandth of a percentage point. Your DPRs are shown
in How Rates and Fees Work on page 2 of Part 1.

EXAMPLE: Calculating Interest

Assume that you have a single interest rate of
15.99%, your ADB is $2,250 and there are 30 days in
the billing period.

The DPR is 15.99% ÷ 365 days = 0.0438%

The Interest is $2,250 x 0.0438% x 30 days = $29.57

Daily Balance
For each day a DPR is in effect, we figure the daily
balance by:
•  taking the beginning balance for the day,
•  adding any new charges,
•  subtracting any payments or credits; and
•  making any appropriate adjustments.

We add a new charge to a daily balance as of its
transaction date.

Beginning balance
For the first day of a billing period, the beginning
balance is the ending balance for the prior billing period,
including unpaid interest. For the rest of the billing
period, the beginning balance is the previous day’s daily
balance plus an amount of interest equal to the previous
day’s daily balance multiplied by the DPR for that
balance. This method of figuring the beginning balance
results in daily compounding of interest.

When an interest rate changes, the new DPR may come
into effect during—not just at the beginning of—the
billing period. When this happens, we will create a new
balance and apply the new DPR to it. To get the
beginning balance on the first day for this new balance,
we multiply the previous day’s daily balance by the old
DPR and add the result to that day’s daily balance.

Other methods
To figure the ADB and interest charges, we may use
other formulas or methods that produce equivalent
results. Also, we may choose not to charge interest on
certain types of charges.

We use the Prime Rate from the Money Rates section
(or successor section) of The Wall Street Journal. The
Prime Rate for each billing period is the Prime Rate
published in The Wall Street Journal 2 days before the
Closing Date of the billing period.

The Wall Street Journal may not publish the Prime Rate
on that day. If it does not, we will use the Prime Rate
from the previous day it was published. If The Wall Street
Journal is no longer published, we may use the

Prime Rate from any other newspaper of general
circulation in New York, New York. Or we may choose
to use a similar published rate.

If the Prime Rate increases, variable APRs (and
corresponding DPRs) will increase. In that case, you
may pay more interest and may have a higher Minimum
Payment Due. When the Prime Rate changes, the
resulting changes to variable APRs take effect as of the
first day of the billing period.

Determining the
Prime Rate

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Other important information

About Additional
Cardmembers

At your request, we may issue cards to Additional
Cardmembers. They do not have accounts with us but
they can use your Account subject to the terms of this
Agreement. We may report an Additional Cardmember’s
use of your Account to credit reporting agencies.

You are responsible for all use of your Account by
Additional Cardmembers and anyone they allow to use
your Account. You must pay for all charges they make.

You authorize us to give Additional Cardmembers
information about your Account and to discuss it with
them.

If you want to cancel an Additional Cardmember’s right
to use your Account (and cancel their card) you must tell
us.

Converting charges made
in a foreign currency

If you make a charge in a foreign currency, we will
convert it into U.S. dollars on the date we or our agents
process it. Unless a particular rate is required by law, we
will choose a conversion rate that is acceptable to us for
that date. The rate we use is no more than the highest
official rate published by a government agency or the

highest interbank rate we identify from customary
banking sources on the conversion date or the prior
business day. This rate may differ from rates that are in
effect on the date of your charge. We will bill charges
converted by establishments (such as airlines) at the
rates they use.

Changing your
billing address

You must notify us immediately if you change the:
•  mailing address to which we send billing
   statements; or
•  e-mail address to which we send notice that your

billing statement is available online.

If you have more than one account, you need to notify
us separately for each account.

We may update your billing address if we receive
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending
your Account

About default

We may:
•  cancel your Account,
•  suspend the ability to make charges,
•  cancel or suspend any feature on your Account, and
•  notify merchants that your Account has been
   cancelled or suspended.

If we do any of these, you must still pay us for all
charges under the terms of this Agreement.

We may do any of these things at our discretion, even if
you pay on time and your Account is not in default.

If your Account is cancelled, you must destroy your
cards.

We may agree to reinstate your Account after a
cancellation. If we do this, we may:
•  reinstate any additional cards issued on your Account,
•  charge you any applicable annual fees, and
•  charge you a fee for reinstating the Account.

We may consider your Account to be in default if:
•  you violate a provision of this Agreement,
•  you give us false information,
•  you file for bankruptcy,
•  you default under another agreement you have with us

If we consider your Account in default, we may:
•  suspend your ability to make charges,
•  cancel or suspend any feature on your Account,
•  require you to pay more than your Minimum Payment

Due immediately, and

or an affiliate,

•  require you to pay your Account balance immediately.

•  you become incapacitated or die, or
•  we believe you are unable or unwilling to pay your

debts when due.

Collection costs

You agree to pay all reasonable costs, including attorneys’ fees, that we incur to collect amounts you owe.

Credit reports

You agree that we may obtain credit reports about you,
investigate your ability to pay, and obtain information
about you from other sources. And you agree that we
may use such information for any purposes, subject to
applicable law.

You agree that we may give information about your
Account to credit reporting agencies. We may tell a credit
reporting agency if you fail to comply with any

term of this Agreement. This may have a negative
impact on your credit record.

If you believe information we have given to a credit
reporting agency is incorrect, write to us at: American
Express Credit Bureau Unit, P.O. Box 981537, El Paso,
TX 79998-1537. When you write to us, tell us your
Account number and the specific information you
believe is incorrect.

Sending you notices

We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing address
on our records. Any notice that we send you this way is deemed to be given when deposited in the U.S. mail.

We may contact you

From time to time, we may contact you about topics
ranging from servicing to marketing offers to collecting
amounts you owe. We may monitor and record phone
calls between you (or any Additional Cardmembers on
your Account) and us. We do this to ensure the quality

of customer service or when it is required by law.

You can choose to not receive marketing offers from us.
To do this, call us at 1-800-297-8378 or log on to
www.americanexpress.com/communications

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Page 4 of 6

About insurance products We or our affiliates may tell you about insurance and
non-insurance products, services or features that may
have a fee. One of our affiliates may act on behalf of a
provider of these products. The affiliate may be
compensated for this. The insurance products are not
offered or sold by us or on our behalf. Our affiliates may
get additional compensation when Amex Assurance

Company or another affiliate is the insurer or reinsurer.
Compensation may influence what products and
providers we or our affiliates tell you about.

We may share information about you with our affiliates
so they can identify products that may interest you. We
may be compensated for this information.

How we handle electronic
debits from your checking
account

When you pay us by check, you authorize us to
electronically deduct the amount from your bank or other
asset account.

We may process the check electronically by transmitting
to your financial institution:
•  the amount,
•  the routing number,
•  the account number, and
•  the check serial number.

If we do this, your payment may be deducted from your
bank or other asset account on the same day we
receive your check. Also, you will not receive that
cancelled check with your bank or asset account billing
statement.

If we cannot collect the funds electronically, we may
issue a draft against your bank or other asset account
for the amount of the check.

ExpressPay

Cards issued on your Account may be equipped with ExpressPay. ExpressPay enables you to make charges
without having the card swiped or imprinted. You can call us to deactivate ExpressPay at any time. Also, we may
deactivate ExpressPay at any time.

Privacy Act of 1974 notice

Some federal agencies may accept the card under authority of statute. When you make charges at these agencies,
we collect certain charge information. That information may be put to routine uses such as processing, billing and
collections. It may also be aggregated for reporting, analysis and marketing use. Other routine uses by agencies
may be published in the Federal Register.

Convenience checks

Convenience checks (including balance transfer checks)
are checks that we may send you to access your
Account. The following terms will apply to use of those
checks unless otherwise disclosed with the check.

If you use a convenience check, we may decline it. If we
decline it, you may have to pay returned check fees or
other penalties to whomever you wrote the check.

If you use a convenience check and we honor it, we will
charge interest beginning as of the date we receive the
check. You cannot avoid paying interest on convenience
check transactions.

We will charge a fee for each convenience check
transaction. This fee is 3% of the transaction, with a
minimum of $5. This fee is a finance charge. We will add

the fee to the same balance that we add the
convenience check transaction to.

We will charge $29 each time you ask us to stop
payment on a convenience check.

A convenience check is not a card. You may not use
convenience checks to pay this or any other account
with us or our affiliates. If you use a convenience check,
we will apply the:
•  (cid:7)cash advance APR if you make it payable to cash,
to you, or to a bank, brokerage or similar asset account,
or to a mortgage or insurance provider.
•  (cid:7)purchase APR if you make it payable to a merchant.
•  (cid:7)balance transfer APR if you use it to transfer a
balance from another creditor.
•  penalty APR if it applies to your Account.

Changing benefits

We have the right to add, modify or delete any benefit, service, or feature of your Account at our discretion.

Assigning the Agreement

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without notifying you.
You may not sell, assign or transfer your Account or any of your obligations under this Agreement.

Assigning claims

If you dispute a charge with a merchant, we may credit the Account for all or part of the disputed charge. If we do
so, you assign and transfer to us all rights and claims (excluding tort claims) against the merchant. You agree that
you will not pursue any claim against the merchant for the credited amount. And you must cooperate with us if we
decide to do so.

We do not waive our rights We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not waive

our rights to exercise or enforce them on any other occasion.

Governing law

Utah law and federal law govern this Agreement and your Account. They govern without regard to internal
principles of conflicts of law. We are located in Utah. We hold your Account in Utah. We entered into this
Agreement with you in Utah.

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Arbitration

This Arbitration provision sets forth the circum-
stances and procedures under which claims may
be arbitrated instead of litigated in court.

Definitions
As used in this Arbitration provision, the term
claim means any claim, dispute or controversy
between you and us arising from or relating to
your Account, this Agreement, the Electronic
Funds Transfer Services Agreement, and any
other related or prior agreement that you may
have had with us, or the relationships resulting
from any of the above agreements, except for
the validity, enforceability or scope of this
Arbitration provision. For purposes of this
Arbitration provision, you and us also includes
any corporate parent, or wholly or majority
owned subsidiaries, affiliates, any licensees,
predecessors, successors, assigns, any
purchaser of any accounts, all agents,
employees, directors and representatives of any
of the foregoing, and other persons referred to
below in the definition of claims. Claim includes
claims of every kind and nature, including but not
limited to, initial claims, counterclaims, cross-
claims and third-party claims and claims based
upon contract, tort, fraud and other intentional
torts, statutes, regulations, common law and
equity. Claim also includes claims by or against
any third party using or providing any product,
service or benefit in connection with any account
(including, but not limited to, credit bureaus, third
parties who accept the card, third parties who
use, provide or participate in fee-based or free
benefit programs, enrollment services and
rewards programs, credit insurance companies,
debt collectors and all of their agents,
employees, directors and representatives) if and
only if, such third party is a party in connection
with the claim. The term claim is to be given the
broadest possible meaning that will be enforced
and includes, by way of example and without
limitation, any claim, dispute or controversy that
arises from or relates to (a) any of the accounts
created under any of the agreements, or any
balances on any such accounts, (b)
advertisements, promotions or oral or written
statements related to any such accounts, goods
or services financed under any of the accounts
or the terms of financing, (c) the benefits and
services related to Cardmembership (including
fee-based or free benefit programs, enrollment
services and rewards programs), and (d) your
application for any account. We shall not elect to
use arbitration under this Arbitration provision for
any claim that you properly file and pursue in a
small claims court of your state or municipality so
long as the claim is individual and pending only
in that court.

Initiation of Arbitration
Any claim shall be resolved, upon the election by
you or us, by arbitration pursuant to this
Arbitration provision and the code of procedures
of the arbitration organization to which the claim
is referred in effect at the time the claim is filed
(code), except to the extent the code conflicts
with this Agreement. Claims shall be referred to
either JAMS or the American Arbitration
Association (AAA), as selected by the party

electing to use arbitration. If our selection of
either of these organizations is unacceptable to
you, you may select the other organization within
30 days after you receive notice of our selection.
For a copy of the code, to file a claim or for other
information, contact either JAMS (1920 Main St
#300, Irvine, CA 92614 or jamsadr.com) or AAA
(335 Madison Ave, New York, NY 10017 or
adr.org).

In addition to the organizations listed above,
claims may be referred to any other arbitration
organization that is mutually agreed upon in
writing by you and us, or to an arbitration
organization or arbitrator(s) appointed pursuant
to § 5 of the Federal Arbitration Act, 9 U.S.C. §§
1-16, as it may be amended (FAA), provided that
any such organization and arbitrator(s) will
enforce the terms of the Restrictions on
Arbitration subsection set forth below.

Significance of Arbitration
IF ARBITRATION IS CHOSEN BY ANY PARTY
WITH RESPECT TO A CLAIM, NEITHER YOU
NOR WE WILL HAVE THE RIGHT TO LITIGATE
THAT CLAIM IN COURT OR HAVE A JURY
TRIAL ON THAT CLAIM. FURTHER, YOU AND
WE WILL NOT HAVE THE RIGHT TO
PARTICIPATE IN A REPRESENTATIVE
CAPACITY OR AS A MEMBER OF ANY CLASS
OF CLAIMANTS PERTAINING TO ANY CLAIM
SUBJECT TO ARBITRATION. EXCEPT AS SET
FORTH BELOW, THE ARBITRATOR’S
DECISION WILL BE FINAL AND BINDING.
NOTE THAT OTHER RIGHTS THAT YOU OR
WE WOULD HAVE IF YOU WENT TO COURT
ALSO MAY NOT BE AVAILABLE IN
ARBITRATION.

Restrictions on Arbitration
IF EITHER PARTY ELECTS TO RESOLVE A
CLAIM BY ARBITRATION, THAT CLAIM SHALL
BE ARBITRATED ON AN INDIVIDUAL BASIS.
THERE SHALL BE NO RIGHT OR AUTHORITY
FOR ANY CLAIMS TO BE ARBITRATED ON A
CLASS ACTION BASIS OR ON BASES
INVOLVING CLAIMS BROUGHT IN A
PURPORTED REPRESENTATIVE CAPACITY
ON BEHALF OF THE GENERAL PUBLIC,
OTHER CARDMEMBERS OR OTHER
PERSONS SIMILARLY SITUATED. The
arbitrator’s authority to resolve claims is limited to
claims between you and us alone, and the
arbitrator’s authority to make awards is limited to
awards to you and us alone. Furthermore, claims
brought by you against us, or by us against you,
may not be joined or consolidated in arbitration
with claims brought by or against someone other
than you, unless agreed to in writing by all
parties. No arbitration award or decision will have
any preclusive effect as to issues or claims in any
dispute with anyone who is not a named party to
the arbitration. Notwithstanding any other
provision of this Agreement (including but not
limited to the Continuation subsection below) and
without waiving either party’s right to appeal such
decision, should any portion of this Restrictions
on Arbitration subsection be deemed invalid or
unenforceable, then the entire Arbitration
provision (other than this sentence) shall not
apply.

Arbitration Procedures
This Arbitration provision is made pursuant to
transactions involving interstate commerce and
shall be governed by the FAA. The arbitration
shall be governed by the applicable code, ex-
cept that this Agreement shall apply if there are
any conflicts. The arbitrator shall apply applica-
ble substantive law consistent with the FAA
and applicable statutes of limitations, shall
honor claims of privilege recognized at law,
and, at the timely request of either party, shall
provide a brief written explanation of the basis
for the decision. The arbitration proceeding
shall not be governed by any federal or state
rules of civil procedure or rules of evidence.
Any party may request that the arbitrator ex-
pand the scope of discovery by doing so in writ-
ing and copying any other parties, who shall
have 15 days to make objections. The arbitra-
tor will notify the parties of his/her decision
within 20 days of any objecting party’s submis-
sion. The arbitrator shall take reasonable steps
to preserve privacy. The arbitrator’s award shall
be final and binding, except for any right of ap-
peal provided by the FAA; however, either
party shall have 30 days to appeal that decision
by notifying the arbitration organization and any
other parties in writing. The organization will
then appoint a three-arbitrator panel which
shall consider anew any aspect of the decision
objected to by the appealing party. The panel
shall issue its decision, by majority vote, within
120 days of the appealing party’s written no-
tice. Judgment upon any award rendered by
the arbitrator or panel may be entered in any
court having jurisdiction.

Location of Arbitration
Arbitration hearings you attend shall take place
in the federal judicial district of your residence.

Payment of Fees
You will be responsible for paying your share, if
any, of the arbitration fees (including filing, ad-
ministrative, hearing and/or other fees), but
only up to the amount of the filing fees you
would have incurred if you had brought a claim
in the state or federal court closest to your
billing address that would have had jurisdiction.
We will be responsible for any additional arbi-
tration fees. At your written request, we will
consider in good faith making a temporary ad-
vance of all or part of your share of any arbitra-
tion fees. You will not be assessed any arbitra-
tion fees in excess of your share if you do not
prevail in any arbitration with us.

Continuation
This Arbitration provision shall survive
termination of your Account; voluntary payment
of the Account balance in full by you; any legal
proceeding by you or us to collect a debt owed
by the other; any bankruptcy by you or us; and
any sale by us of your Account (in the case of a
sale, its terms shall apply to the buyer of your
Account). If any portion of this Arbitration
provision, except as otherwise provided in the
Restrictions on Arbitration subsection, is
deemed invalid or unenforceable, it shall not
invalidate the remaining portions of this
provision.

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