The L Card Visa® Credit Card

Issued by Beneficial State Bank

Interest Rates and Interest Charges

Annual Percentage Rate (APR) for

24.99%

 Your APR may vary with the market based on Prime Rate.*

Purchases

APR for Cash Advances

29.99%

 Your APR may vary with the market based on Prime Rate.*

Paying Interest

Your due date is at least 25 days after the close of each billing cycle. You will not be charged interest on

purchases if you pay your entire balance by the due date each month. You will be charged interest on

cash advances from the transaction date or the first day of the billing cycle in which it is posted to your

account, whichever is later.

Minimum Interest Charge

If you are charged interest, the charge will be no less than $0.50 for any billing cycle in which an Interest

Charge is due.

For Credit Card Tips from the

To learn more about factors to consider when applying for or using a credit card, visit the website of the

Consumer Financial Protection

Consumer Financial Protection Bureau at 

http://www.consumerfinance.gov/learnmore

.

Bureau

Fees

Annual Fee

$19.00

 Your Annual Fee is Waived for the first year.

Transaction Fee

Cash Advance

The greater of 

$10

 or 

3%

 of each cash advance.

Transaction Fee

If the transaction occurs at a merchant outside of the U.S., the fee is 

3%

 of the U.S. dollar amount of the

Foreign Transaction

transaction, regardless of whether a currency conversion is performed at the time of the transaction.

Penalty Fee

Late Payment

Up to 

$7**

.

Penalty Fee

Up to 

$35.00

.

Returned Payment

Pay By Phone Fee

$10

, when a payment is made by telephone via a customer service representative. No fee is charged for

a telephone payment made via interactive voice response system.

Over Limit Fee

None.

How Will We Calculate Your Balance:

We use a method called "Average Daily Balance (including new transactions)." An explanation will be provided in your Cardholder

Agreement.

Billing Rights:

Information on your rights to dispute transactions and how to exercise those rights is provided in your Cardholder Agreement.

How We Calculate Variable Rates:

 For each billing period, variable rates may change when the Prime Rate changes. We calculate

variable rates by adding a margin to the Prime Rate published in The Wall Street Journal on the 25th day of each month. If the Journal

is not published on that day, then see the immediately preceding edition. If the Prime Rate changes, your new rate will take effect on

your next billing period.

a) The margin which will be added to the Prime Rate for purchases is 21.49%.

b) The margin which will be added to the Prime Rate for cash advances is 26.49%.

Any increase in the Prime rate may increase your Interest Charges and your Minimum payment.

**A Late Payment Fee of $7.00 will be charged if the payment due is not paid within five days after the date the payment is due.

The L Card Cardholder Agreement   Effective: December, 2015

Disclosure Statement and Arbitration Agreement

This Cardholder Agreement ("Agreement"), the Arbitration Agreement, the accompanying sheet entitled "Account Opening Disclosure"

and the application you signed or otherwise submitted (collectively, the "Cardholder Documents") govern the use of The L Card VISA®

credit card ("Card") account (your "Account"). The L Card Visa credit card is issued by Beneficial State Bank ("BSB") pursuant to a

license from Visa U.S.A., Inc. All of the Cardholder Documents are part of and are incorporated into this Agreement. By signing

(including by any electronic or digital signature) your Card, your Account application, any accepted sales slip, or any other document in

connection with the use of your Card or your Account, or by using your Card or allowing someone else to use it, you agree to the terms

and conditions of this Agreement. Please read this Agreement thoroughly and retain a copy for your records. As used in this Agreement:

we, us, our and similar terms mean Beneficial State Bank, the issuer of the card and its parents, wholly or majority owned subsidiaries,

affiliates, predecessors, successors, assigns, employees, officers, directors and agents (collectively, "BSB"). The words you, yours and

Cardholder mean all persons responsible for complying with this Agreement, including the applicant and any co-applicant who applied

and we have approved to open the Account and the person to whom we address Account statements. Since you asked us to open the

Account, you are the "Primary Cardholder," and you will have an Account with us. You may request that we issue a Card to another

person and, in our discretion, if we do, that person will be called an "Additional Cardholder" on your Account and the Card will be an

"Additional Card." The Federal Truth-in-Lending Disclosures shown above are incorporated into and made part of this Agreement.

Use of the Card:

 You may use the Card to obtain legal goods and services from any person or establishment accepting the Card

("Purchase(s)"), to obtain loans ("Cash Advance(s)") from us up to the applicable limits on your Account and to take advantage of other

features of the Card. As used in this Agreement, the term "Cash Advances" will include; a) Cash Advances, b) obtaining funds through

an automated teller machine (ATM) or a financial institution, c) purchasing a wire transfer, money order, foreign currency, travelers

checks, or stored value load, or d) engaging in another similar transaction. As used in this Agreement, all amounts charged to an

Account, which include the Annual Card fee, or other fees, and any Finance Charges imposed under the Agreement, will be called

"Charges". Charges include (but are not limited to) any Purchase or Cash Advance in which you have evidenced intent to incur a

Charge, regardless of whether you have signed a charge form.

You are responsible for paying all amounts charged to the Account by either you or any Additional Cardholders, and for all fees. You

agree to notify us at once if the Card(s) we may issue on your Account are lost or stolen, or if you suspect they are being used without

your permission. You agree to use the Account only for legal purchases of goods and services. Cards may not be used for gambling

purposes, whether online or otherwise. If you do use your Card for illegal purposes or gambling, you will be in default under this

Agreement and we may terminate your Account, but you still will be liable to us for all Charges relating to such transactions and all other

transactions on your Account. You should not use the Card after the expiration date. If you want to cancel your Account or any

Additional Cards, you must contact us and destroy the Card or any Additional Cards. We reserve the right to deny authorization for any

requested Charge. We have no liability if any merchant refuses to honor any Card issued to access your Account, operational difficulties

prevent the authorization of a transaction, an authorization is declined because your Account is overlimit or delinquent, or your credit

has been restricted.

Transfers:

 You may not transfer your Account or any of your rights and obligations under this Agreement. Any such transfer will be void.

Credit Limits:

 Your card carrier or a separate notice we have provided you sets forth the initial total credit limit for your Account and your

separate credit limit for Cash Advances. On your monthly statements, we will provide information about your credit limits and remaining

credit as of the monthly statement date. You agree not to engage in any transaction (an "Over-the-Credit Limit Transaction") that would

cause any outstanding balance to exceed a credit limit (or would increase the amount by which any outstanding balance exceeds a

credit limit). We are not required to honor any Over-the-Credit Limit Transaction even if we have honored one or more Over-the-Credit

Limit Transactions in the past. However, if we do, you agree to pay upon demand the amount that is in excess of the applicable credit

limit. We will evaluate each account at least once within your first 12 months as a customer with us to determine whether you are

eligible to have your credit limit doubled based on some or all of the following factors: 1) your history of on-time payments, including

those payments which were "returned" from your bank; 2) the number of cash advances on the account; 3) whether the account is or

has been over the limit; 4) whether or not the account is currently or has been restricted from charging privileges; 5) whether or not you

have closed the account, have filed for bankruptcy, or are deceased; 6) whether you have an actual ability to pay the higher credit limit.

Each account is eligible for no more than one doubling of the credit limit over the life of the account. However, at any time after your

account has been considered for a doubling of the credit limit during your first 12 months as a customer with us, at our discretion, and

subject to applicable law, we may increase or decrease your credit limits at any time, with or without notice to you.

Cash Advance Limit:

 Your Account is subject to a Cash Advance limit equal to 25% of your total credit limit. This means we will not

honor Cash Advance transactions that would cause the total amount of outstanding and unpaid Cash Advances to exceed 25% of your

overall credit limit.

Renewal of Cards and Cancellation:

 The Card will be valid within the period embossed on the Card. We will issue you renewal or

replacement Cards before the current Card expires unless your Account is cancelled by you or by us.

Liability for Charges and Finance Charges:

 You may use the Card to obtain Purchase(s) and Cash Advance(s) from us up to the

applicable limits on your Account. You are liable to us for all Charges you make and all Charges made by holders of any Cards and

Additional Cards issued to you. Additional Cardholders using a Primary Cardholder's Account are not liable for obligations incurred by

the Primary Cardholder or by other Additional Cardholders. However, by each use of the Additional Card, the Additional Cardholder will

be indicating his or her agreement to pay us for that transaction and related Charges if you fail

Payments:

 Your Account will be on a monthly billing cycle. Each month's total minimum payment (as described below) for your Account

is due by the Payment Due Date on your monthly statement. The Total Minimum Payment will include any amount past due. You must

pay us in U.S. currency, with a draft or a check drawn on a U.S. bank and payable in U.S. dollars, with a negotiable instrument payable

in U.S. dollars and clearable through the U.S. banking system, or with a telephonic or electronic payment authorization in U.S. Funds. If

we decide to accept a payment made in some other form, your payment will not be credited until it is converted into one of the forms

described in the previous sentence. We may charge you any costs we incur in converting your payment. If any payment made on your

Account is not honored for its full amount, because of insufficient funds, an incorrect account number or for any other reason, we may

charge your Account a late payment fee or a returned check fee to cover collection costs on that payment in addition to any other

applicable fees. We may accept late payments, partial payments, or any payments marked as being payment in full or as being

settlement of any dispute without losing any of our rights under this Agreement or under the law. Our acceptance of such payments

does not mean we agree to change this Agreement in any way. You agree to pay all court costs plus all reasonable attorney's fees if we

must refer your Account to any attorney who is not our employee, subject to the law of your jurisdiction. You agree that we do not

accept any postdated checks; all checks shall be submitted on the day we receive it.

Monthly Statement - Total Minimum Payment:

 The Total Minimum Payment required is the new balance shown on your monthly billing

statement if the amount is equal to or less than $25.00. Otherwise, it is the greatest of: 3.0% of the New Balance (rounded up to the

nearest dollar) or $25.00, plus any amount past due. You may pay more than the Total Minimum Payment or you may pay the total New

Balance at any time. Although, your Total Minimum Payment will be applied in any order at our discretion, payments in excess of the

Total Minimum Payment will be applied to balances with the highest APR first and then to lower rate balances in descending order of

APRs.

How to Avoid Payment of Finance Charges for Purchases:

Grace Period for Purchases:

 To get a grace period on purchases, you must pay the new balance in full by the due date each billing

period. If you do not, you will accrue INTEREST CHARGES on all Purchases from the date the Purchase is posted to your Account.

The grace period is not less than 25 days.

Grace Period for Cash Advances (including other charges defined on page 1):

 On Cash Advances there is no grace period, and 

FINANCE CHARGES

 on Cash Advances are always assessed from the day of the Cash Advance transaction or the first day of the

billing cycle in which it is posted to your account, whichever is later, until the day we receive payment in full of all outstanding Cash

Advances.

Calculation of Daily Periodic Rate:

A.

 The Daily Periodic Rates for Purchases and Cash Advances are based on 

ANNUAL PERCENTAGE RATES

 for Purchases and

Cash Advances, respectively, which may be adjusted monthly. The Daily Periodic Rate for Purchases and Cash Advances for each

billing period is 1/365th of the 

ANNUAL PERCENTAGE RATE

 for Purchases and 1/365th of the 

ANNUAL PERCENTAGE RATE

 for

Cash Advances respectively in effect for that billing period, rounded to the nearest one hundredth of a percentage point.

B.

 The Account Opening Disclosure states the 

ANNUAL PERCENTAGE RATES

 applicable to your Account, subject to Paragraph C

below. Please call us at 1-844-LCARD-00 or write to us at LendUp Card Services, Inc., 237 Kearny Street, #197, San Francisco, CA

94108 if you did not receive the Account Opening Disclosure or to learn the most current 

ANNUAL PERCENTAGE RATES

.

C.

 Your APR will increase if the Prime Rate increases. For each billing period, the APR is determined by adding to the Prime Rate a

margin, which is described in the Account Opening Disclosure. For purposes of this Agreement, the Prime Rate used to determine your 

ANNUAL PERCENTAGE RATES

 for a billing period is the U.S. Prime Rate published in The Wall Street Journal on the 1st day (or if

the 1st day is not a business day, the preceding business day) of the prior month. Your APR will increase if the Prime Rate increases.

Your minimum payment and/or number of payments will increase if your APR increases. In the event that The Wall Street Journal

ceases to be published or ceases to publish the Prime Rate, we may refer to the Prime Rate published in any other newspaper of

general circulation in New York, New York, or we may substitute a similar reference rate at our sole discretion. Subject to applicable

law, any balances transferred from another account to this Account shall be covered by the terms and conditions of this Agreement.

Finance Charge Calculation Method and Computation of Average Daily Balance Subject to Finance Charge.

How Will We Calculate Your Balance:

 We use a method called "Average Daily Balance (including new transactions)."

We calculate periodic rate finance charges separately for each type of balance (e.g. Purchases and Cash Advances as defined on

Page 1). For a billing period, we figure a portion of the 

FINANCE CHARGE

 on your Account by applying the Daily Periodic Rate to

the respective "average daily balances" of the Purchases and/or Cash Advances (including current transactions). There is a $0.50

minimum 

FINANCE CHARGE

 when a 

FINANCE CHARGE

 is assessed.

To get the average daily balance for Purchases, we take the beginning balance of Purchases on your Account each day, add any

new Purchases, and subtract any payments or credits, non-accruing fees, and unpaid 

FINANCE CHARGES

. This gives us the

daily balance for Purchases. Then, we add up all the daily balances of Purchases for the billing period and divide the total by the

number of days in the billing period. This gives us the average daily balance of Purchases.

To get the average daily balance for Cash Advances, we take the beginning balance of Cash Advances on your Account each

day, add any new Cash Advances, and subtract any payments or, non-accruing fees, and unpaid 

FINANCE CHARGES

. This

gives us the daily balance for Cash Advances. Then, we add up all the daily balances of Cash Advances for the billing period and

divide the total by the number of days in the billing period. This gives us the average daily balance of Cash Advances.

Credits received from merchants are effective as of posting date.

For 

FINANCE CHARGE

 calculation purposes, the billing period/billing cycle begins on the day after the Statement/Closing Date of

the previous billing period, and includes the Statement/Closing Date of the current billing period. The number of days in the billing

period may vary.

Default:

 We may consider your Account to be in default at any time if you fail to pay us any payment when it is due, if you exceed your

credit limit, if your payment is returned by your bank or financial institution, or if you breach any other promise or obligation under this

Agreement. Subject to applicable law, we also may consider your Account in default at any time if any statement made by you to us in

connection with this Agreement was false or misleading, if you breach any other promise or obligation under this Agreement or any

other agreement that you may have with us or with any of our affiliates, or if we have any reason to believe you may not be creditworthy.

Upon your default and subject to any limitations or requirements of applicable law, you agree to pay all other reasonable costs, including

reasonable attorney's fees, incurred by us (1) in collecting the balance due, including 

FINANCE CHARGES

, if any, whether or not suit is

brought against you, and (2) in protecting ourselves from any harm that we may suffer as a result of your default. We may also, upon

your default, subject to applicable law, declare the entire amount of your obligations to us immediately due and payable and suspend or

cancel your Account privileges.

Delinquency Assessments:

 Your Account may be considered delinquent if you fail to pay us at least the Total Minimum Payment by the

Payment Due Date shown on each monthly statement. If your Account becomes delinquent, subject to applicable law, we will add a

Late Payment Fee (see #3 in Fees, below). You will only be charged one Late Payment Fee for any monthly Total Minimum Payment

which is not paid by the Payment Due Date.

Suspension/Cancellation:

 In addition to any of the actions we may take under this Agreement, we may suspend or cancel your Account

privileges at our sole option, subject to applicable law, at any time with or without cause and without giving you notice, including but not

limited to a situation in which (1) you cease to be an account holder in good standing with respect to any other accounts you may have

with Beneficial State Bank or (2) you are in default as set forth above. Any such action on our part will not cancel your obligations to pay

us the outstanding balance, Finance Charges, and other fees and charges due on your Account under the terms of the Agreement in

effect at the time of the cancellation or suspension of your account or as subsequently amended. You agree to pay us all such

obligations despite any suspension or cancellation of your account.

Fees:

 We may charge the following fees, subject to applicable law:

1.  

RETURNED PAYMENTS:

 A fee of 

$25

 will be charged for payments returned for insufficient funds, for an incorrect account

number or for any other reason. This includes paper checks as well as any electronic payments. This is in addition to any fees

your bank may charge.

2.  

LATE PAYMENT FEE:

 We will charge a late fee of 

$7.00

 if the payment due is not paid within five days after the date the payment

is due

3.  

PAY BY PHONE FEE:

 We will charge you a fee of 

$10

 for each expedited payment you make by phone via our customer service

representatives. There is no fee for payments made by phone using our interactive voice response (IVR) system.

4.  

RESEARCH FEE:

 You agree to pay 

$3

 for each photocopy of a sales slip you request and 

$4

 for each duplicate copy of a monthly

statement you request. However, we will not impose these fees if you request such items in connection with a billing error dispute

which you have notified us of in writing

5.  

Transaction Fee for Cash Advances:

 For each Cash Advance (as defined on Page 1), we add an additional Cash Advance Fee of

either $10 or 3% of the U.S. dollar amount of the Cash Advance, whichever is greater. There is no maximum Cash Advance Fee.

The Cash Advance Fee is a 

FINANCE CHARGE

. This Cash Advance Fee may cause the 

ANNUAL PERCENTAGE

 RATE on the

billing statement on which the Cash Advance first appears to exceed the nominal 

ANNUAL PERCENTAGE RATE

.

6.  

Transaction Fee for Charges Made in Foreign Currencies:

 If you incur a Charge in a foreign currency, it may be converted into

U.S. dollars. If the foreign currency is converted into U.S. dollars, the exchange rate used to convert the currency used in an

international transaction into the billing currency shall, in each instance, be either a rate selected by Visa.. The conversion may

occur after the transaction date and the conversion rate may differ from the rate of exchange in effect at the time of the

transaction. You agree to pay the converted amount to us in U.S. dollars. In addition, regardless of whether a currency conversion

occurs at the time of the transaction, an International Transaction Fee of 3% of the U.S. dollar amount will be applied to those

transactions occurring outside the U.S. The International Transaction Fee is a 

FINANCE CHARGE

. This International Fee may

cause the 

ANNUAL PERCENTAGE RATE

 on the billing statement on which the Charge made in a foreign currency first appears

to exceed the nominal 

ANNUAL PERCENTAGE RATE

.

Waiver:

 Our failure to exercise any of our rights under this Agreement, or our waiver of our rights on any one occasion, shall not

constitute a waiver of such rights on any other occasion.

Consumer Reports:

 You authorize us and our affiliates to make whatever credit investigations we deem appropriate and to obtain and

exchange any information we may receive from consumer reports and other sources. We may ask consumer- reporting agencies for

consumer reports of your credit history. Upon request, we will tell you whether a consumer report was requested and the name and

address of the agency that furnished it. As permitted by law, we may furnish information concerning your Account to consumer reporting

agencies. If we determine that your account is past due, adverse credit information may appear on your consumer report and the

consumer reports of any Additional Cardholders on your Account. California Residents- you agree to waive your right to keep

confidential information under Section 1808.21 of the California Vehicle Code from us.

Customer Privacy: BSB's privacy policy

 is provided separately in accordance with applicable law.

Benefits and Services:

 We reserve the right to add, modify, or delete any benefit or service offered with the Card at any time without

notice to you.

Change of Billing Address - Notices:

 You must notify us immediately of any change in your billing address. Any notice given by us shall

be deemed to be given when deposited in the United States Mail, postage prepaid, addressed to you at the latest billing address shown

on our records. Your failure to notify us of any changes in your billing address is a default under this Agreement.

Change of Rates, Fees, Terms - Assignment:

 We may assign Card accounts to our affiliates or to some other financial institution at any

time. We may also change the rates, fees, and terms of this Agreement at any time, in accordance with applicable law. We may also

lower your APR from time to time based upon factors determined by us in our sole discretion, including your payment history and other

performance under this Agreement. We will notify you of changes if we are required to do so by law, and you may be given the

opportunity to reject those changes to the extent required by law or otherwise in our discretion. If you choose not to accept those

changes, you may terminate this Agreement by notifying us in writing at LendUp Card Services, Inc., 237 Kearny Street, #197, San

Francisco, CA 94108 or by calling 1-844-LCARD-00. However, your Account will be closed and you will remain responsible for all

Charges made before you terminated the Agreement. If you do not terminate the Account, all changes will apply to new activity and in

certain circumstances under law, to your outstanding balance when the change is effective.

Revocation and Voluntary Cancellation:

 We can revoke your right, and that of all Additional Cardholders to use the Card at any time. We

can do this whether or not you have violated this Agreement and without giving you notice. If we revoke the Card, you must return the

Card to us if we request. Also, if a merchant that accepts Cards asks you to surrender an expired or revoked Card, you must do so. You

may not use the Card after it has expired or after it has been revoked. If you ask us to cancel your Account, but you continue to use

your Account after the date of cancellation, we will consider such use as your request for reinstatement of your Account. We may then

reinstate your Account and bill you accordingly.

Severability:

 If any part of this Agreement conflicts with applicable law, that law will control, and this Agreement will be considered

changed to the extent necessary to comply with that law. If any part of this Agreement is determined by a court of valid jurisdiction to be

invalid, the remainder of this Agreement will remain in effect.

Events Outside of Our Control:

 We are not responsible and will not be liable for any Card or other failures resulting from events outside

of our reasonable control.

No Guarantee:

 We do not guarantee that your Card will always work or will always be accepted when you attempt to use it.

Telephone Consumer Protection Act and Method of Contact Consent:

 In connection with Account, we may need or want to contact you

from time to time. You hereby authorize us and our agents to send you written notices and e-mail messages at any e-mail address or

mailing address that we and our agents have for you in our/their records or contained in other public and nonpublic databases that we

or our agents may lawfully access. Where allowed by law, we and our agents may also contact other individuals who may be able to

provide updated employment, location, and contact information for you. We and our agents may listen to and/or record phone calls

between you and them without notice to you as permitted by applicable law. For example, we or our agents may listen to and record

calls for quality monitoring purposes.

 
Governing Law:

 Federal law and the law of California, where we are located, govern the terms and enforcement of this Agreement and

your Account.

Enforcing this Agreement:

 We will not lose our rights under this Agreement because we delay in enforcing them or fail to enforce them.

Arbitration:

 The Arbitration Agreement provided to you governs the enforcement by you and us of your and our legal rights under this

Agreement.

ARBITRATION

PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY. IT PROVIES THAT ANY DISPUTE MAY BE RESOLVED BY

BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND

THE RIGHT OT PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY

AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN

COURT PROCEDURES.

Agreement to Arbitrate:

 Maintaining good relationships with our customers is very important to us. We ask that you contact us

immediately if you have a problem with your Account or a service we provide. Often a telephone call to us resolves the matter quickly

and amicably. However, if you and we are unable to resolve our differences informally, you agree by opening or maintaining an Account

with us, that if any dispute between you and us arises regardless of when it occurs, it will be settled,, using the following procedures:

YOU AND WE AGREE AND UNDERSTAND THAT (1) YOU AND WE ARE GIVING UP THE RIGHT TO TRIAL BY JURY AND (2)

THAT THIS SECTION PRECLUDES YOU AND US FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR

REPRESENTATIVE ACTION OR JOINING OR CONSOLIDATING THE CLAIMS OF OTHER PERSONS. You and we elect to be bound

by the Federal Arbitration Act. Except as set forth below, the parties agree to arbitrate any dispute or controversy concerning your

Account or related services. Either party may request that the matter be submitted to arbitration.

Commencing an Arbitration:

 The party electing arbitration must notify the other of such election. If you elect arbitration you must notify

us in writing at LendUp Card Services, Inc., 237 Kearny Street, #197, San Francisco, CA 94108. If we elect arbitration we will notify you

in writing at your last known address on file.

Disputes:

 A dispute is any unresolved disagreement between you and us that relates in any way to your Account or services governed

by this Agreement or any other method you may use to access our products and services.

Binding Arbitration:

 Binding arbitration is a means of having an independent third party resolve a dispute without using the court system,

judges or juries. Either you or we can request binding arbitration. If either you or we fail to submit to binding arbitration following a lawful

demand, the party who fails to submit bears all costs and expenses incurred by the party compelling arbitration. Each arbitration,

including the selection of the arbitrators, is administered by the American Arbitration Association (AAA), according to the commercial

arbitration rules of the AAA. Each arbitration is governed by the provision of the Federal Arbitration Act (Title 9 of the United States

Code), and, to the extent any provision of the Act is inapplicable, unenforceable or invalid, the laws of the state that govern the

relationship between you and us or in which the dispute arose. Small claims court actions are not eligible for arbitration.

Powers and Qualifications of Arbitrators:

 The arbitrator will give effect to statutes of limitation, waiver and estoppel and other affirmative

defenses in determining any claim. The arbitration award may include equitable and declaratory relief. All arbitrators will be required to

be practicing attorneys or retired judges licensed to practice law in the State of California and will be required to be experienced and

knowledgeable in the substantive laws applicable to the subject matter of the dispute.

No Class Action or Joinder of Parties:

 No class action, private attorney general or other representative claims may be pursued in

arbitration, nor may such action be pursued in court if either you or we elect arbitration. Unless mutually agreed to by you and us, claims

of two or more persons may not be joined, consolidated or otherwise brought together in the same arbitration (unless those persons are

joint account owners or beneficiaries on your Account and/or related parties, or parties to a single transaction or related transactions).

Rights Preserved:

 This Arbitration Agreement and the exercise of any of the rights you and we have under this Agreement, does not

stop you or us from exercising any lawful rights either of us has to use other remedies available; to comply with legal process; or to

obtain provisional remedies such as injunctive relief, attachment or garnishment by a court of appropriate jurisdiction. If our dispute

involves third parties who are not subject to this dispute resolution agreement, then dispute resolution shall not be stayed pending

resolution of the dispute with the third party or parties absent of a modification of this agreement between us.

In California:

 If an action or proceeding is initiated before any court in California and neither you nor we request that the dispute be

submitted to arbitration, then, upon motion by either you or us, the dispute shall be heard by an active attorney or a retired judge

selected by the American Arbitration Association (AAA) who is then appointed by the court in which the action commenced, according to

the reference provision of the California Code of Civil Procedure, Section 638 et seq. This reference process is not subject to a trial by

jury; the trial is conducted before the active attorney or retired judge under California law.

Enforcement, Finality, Appeals:

 You or we may bring an action, including a summary or expedited motion, to compel arbitration of

Claims subject to arbitration, or to stay the litigation of many claims pending arbitration, in any court having jurisdiction. Such action may

be brought ant any time, even if such claims are part of a lawsuit, unless a trial has begun or a final judgment has been entered. Failure

or forbearance to enforce this arbitration provision at any particular time or in connection with any particular claims will not constitute a

waiver of any rights to require arbitration at a later time or in connection with any other claims. Any additional or different agreement

between you and us regarding arbitration must be in writing. Within fifteen days after an award by the single arbitrator, any party may

appeal the award by requesting in writing a new arbitration before a panel of three neutral arbitrators designated by the same arbitration

administrator. The panel will consider all factual and legal issues anew, follow the same rules that apply to a proceeding using a single

arbitrator, and make decisions based on the vote of the majority. Costs will be allocated in the same way they are allocated for

arbitration before a single arbitrator. An award by a panel, or an award by a single arbitrator after fifteen days has passed, shall be final

and finding on the parties, subject to judicial review that may be permitted under the FAA.

Survival and Severability of Terms:

 This arbitration provision shall survive: (i) termination or changes in the Agreement, the Account, or

the relationship between you and us concerning the account; (ii) the bankruptcy of any party; and (iii) any transfer, sale or assignment of

your account, or any amounts owed on your Account, to any other person or entity. If any portion of this arbitration provision is deemed

invalid or unenforceable, the entire arbitration provision shall not remain in force. No portion of this arbitration provision may be

amended, severed or waived absent a written agreement between you and us.

ADDITIONAL DISCLOSURES

State Laws Require the Following Notices: California Residents:

 A married applicant may apply for a separate account.After approval,

each applicant shall have the right to use this account to the extent of the credit limit set by the creditor and each applicant may be liable

for the amount extended under this account to any joint applicant. 

Delaware Residents:

 Service charges not in excess of those

permitted by law will be charged on the outstanding balances from month to month. 

New York Residents:

 New York residents may

contact the New York State Banking Department at 1-800-518-8866 to obtain a comparative listing of credit card rates, fees and grace

periods. 

Ohio Residents:

 The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy

customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights

Commission administers compliance with this law. 

Married Wisconsin Residents:

 Your signature confirms that this loan obligation is

being incurred in the interest of your marriage or family. No provision of any marital property agreement, unilateral statement or court

decree adversely affects a creditor's interest unless, prior to the time the credit is granted, the creditor is furnished a copy of the

agreement, statement or decree or has actual knowledge of the adverse provision.

To Cardholders in the United States. Your Billing Rights - Keep This Notice for Future Use.

This notice contains important information about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find a Mistake on Your Statement.

 If you think there is an error on your statement, write to us at: LendUp Card

Services, Inc., 237 Kearny Street, #197, San Francisco, CA 94108.

In your letter, give us the following information:

Account information:

 Your name and account number.

Dollar amount:

 The dollar amount of the suspected error.

Description of problem:

 If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a

mistake.

 
You must contact us:

Within 60 days after the error appeared on your statement.

At least 3 business days before an automatic payment is scheduled, if you want to stop payment on the amount you think is

wrong.

You must notify us of any potential errors in 

writing

. You may call us, but if you do we are not required to investigate any potential errors

and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter.

When we receive your letter, we must do two things:

1.  

Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already

corrected the error.

2.  

Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question, or report you as delinquent on that amount.

The charge in question may remain on your statement, and we may continue to charge you interest on that amount.

While you do not have to pay the amount in question, you are responsible for the remainder of your balance.

We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

If we made a mistake:

 You will not have to pay the amount in question or any interest or other fees related to that amount.

If we do not believe there was a mistake:

 You will have to pay the amount in question, along with applicable interest and fees.

We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not

pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us 

within ten (10) days

 telling us that you still refuse to

pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the

name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled

between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases.

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to

correct the problem with merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1.  

1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase

price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we

made to you, or if we own the company that sold you the goods or services.)

2.  

You must have used you credit card for the purchase. Purchases made with cash advances from an ATM do not qualify.

3.  

You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at: The L Card, Customer Service,

P.O. Box 31481, Tampa, FL 33631-3481.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you

our decision. At that point, if we think you owe an amount and do not pay, we may report you as delinquent.

KEVIN DOAN (09/06/2016 03:25:07)