Morgan Stanley Platinum Card
Issuer: American Express Bank, FSB

Cardmember Agreement: Part 1 of 2

As of: 06/30/2012

Fees Table
 Fees
Annual Membership Fee
Transaction Fees

● Foreign Transaction

Penalty Fees

● Late Payment

$450

None

Up to $35; however, if you do not pay for two billing periods in a row, 

your fee will be $35 or 2.99% of the past due amount, whichever is greater.

● Returned Payment

Up to $35

349991921384863 CMAEUAOT0000001   

Page 1 of 2

How Rates and Fees Work
 Rates for Pay Over Time balances
Penalty APR for new
transactions

See About Pay Over Time features in Part 2 of this Agreement 

The penalty APR applies to new transactions if:

● you do not pay at least the Minimum Payment
Due by the Closing Date of the billing period in
which it is due 3 times in 12 billing periods, or
● you do not pay at least the Minimum Payment
Due by the Closing Date of the billing period in
which it is due and you still do not pay it by the
Closing Date of the next billing period,
● 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.

Penalty APR for existing
balances

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).

 Fees
Annual Membership

Late Payment

Returned Payment

Returned Check

Statement Copy
Account Re-opening
Foreign Transaction

This fee is on the Rates and Fees Table on page 1 of Part 1. We will not charge for 1 additional card,
we will charge $175 for up to 3 more after the 1st card, then we will charge $175 for each additional
card after the 4th card.
Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement
before the 20th day after the next Closing Date, you will be charged a late payment fee. This fee will
be $25, or $35 for a subsequent late payment in the next 6 billing periods. In addition, if you do not
pay an Amount Due for two billing periods in a row, we will charge the greater of $35 or 2.99% of the
amount past due. 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 you make a payment that is returned unpaid the first time we present it to your bank, the
fee is $25. If you do this again within the same billing period or the next 6 billing periods, the fee is $35.
However, the returned payment fee will not exceed the applicable Minimum Payment Due. A returned
payment may also result in a Penalty APR. See Penalty APR for new transactions above.
$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.
$5 for each statement you request, except for the 3 most recent billing periods.
$25 if your Account is cancelled, you ask us to re-open it, and we do so.
None

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

CMAEUAOT0000001   

Page 2 of 2

Supplement to the Cardmember Agreement

How Your Reward Program Works
Anniversary Spend Award for the Platinum Card from American Express exclusively for Morgan Stanley

Things you should know
about this program

How do you receive an
Anniversary Spend Award

Receiving your Anniversary
Spend Award

The Platinum Card from American Express
exclusively for Morgan Stanley is only available
to you if you have an eligible brokerage account.
Eligible brokerage account means a
Morgan Stanley Smith Barney brokerage
account held in your name or in the name of a
revocable trust where you are the grantor and

If the total eligible purchases charged to
your  Platinum Card from American Express
exclusively for Morgan Stanley card account
equals $100,000 or more during an anniversary
year as described below, Morgan Stanley Smith
Barney shall deposit five hundred dollars ($500)
into an eligible brokerage account of yours that
is determined by Morgan Stanley Smith Barney.

If you qualify to receive the $500 deposit but
your only eligible brokerage account is a trust
account, joint account, retirement account, or
sole proprietorship account, Morgan Stanley
Smith Barney will instead send $500 to you in
the form of a check that will be mailed to your
address on record at Morgan Stanley Smith
Barney.

You will not receive your $500 award if your card
account is cancelled or in default at the time of
fulfillment.

Limit one Anniversary Spend Award per
anniversary year per card account.

It will take approximately 4-6 weeks after
the end of the anniversary year to receive
the Anniversary Spend Award from Morgan
Stanley Smith Barney. Please contact Morgan
Stanley Smith Barney with any questions about
brokerage account eligibility and the fulfillment of
the award.

trustee, except for the following accounts:
Charitable Remainder Annuity Trusts, Charitable
Remainder Unitrusts, irrevocable trusts and
employer-sponsored accounts. Eligibility is
subject to change.

We may cancel your card account and
participation in this program, if you do not
maintain an eligible brokerage account.

An anniversary year is each one year period
following the date your card account was
opened. The $100,000 purchase threshold
resets to $0 at the start of each anniversary
year.
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 prepaid cards, or
● purchases of any cash equivalents.
Eligible purchases include purchases made by
both the Basic and Additional Cardmembers on
the card account.

This offer may not be transferred.

Morgan Stanley Smith Barney LLC, its affiliates,
and Morgan Stanley Smith Barney Financial
Advisors and employees do not provide tax or
legal advice. Clients may be subject to tax and
information reporting with respect to any awards,
including the Anniversary Spend Award. Clients
should consult their tax advisors regarding the
tax implications of any awards, including the
Anniversary Spend Award, based upon their
specific circumstances.

CMAEUPSP0000229

Page 1 of 1 

FDR 996612 

Cardmember Agreement: Part 2 of 2 

Doc 27303

How Your American Express Account Works 

Introduction 

About your 
Cardmember Agreement 

Changing the Agreement 

Words we use in 
the Agreement 

About using your card 

Using the card 

Promise to pay 

Declined transactions 

About Pay Over 
Time features 

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. 

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 

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). 

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. 

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, fees and interest 
charges. A purchase is a charge for goods or services. 

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. You may also 
use the card at an ATM to get cash from a checking 
account you designate. 

We decide whether to approve a charge based on how 
you spend and pay on this Account and other accounts 
you have with us and our affiliates. We also consider 
your credit history and your personal resources that we 
know about. 

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. 

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. 

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 your 
Account is not in default. 

We may add features to your Account that allow you to 
pay certain charges over time. These features include 
Select & Pay Later, Sign & Travel®  and the Extended 
Payment Option. 

Select & Pay Later lets you pay a charge over time in 
two ways. You may ask a travel industry merchant at the 
time you make the charge, or ask us after the charge 
appears on your statement. If we approve your request, 
we will place the charge into a Pay Over Time balance. If 
we decline your request, you must pay the charge in full 
upon receipt of your billing statement. 

If you enroll in Sign & Travel, we will automatically place 
eligible travel-related charges into a Pay Over Time 
balance. Some examples are airline and cruise ship 
tickets, hotels, car rentals and charges made outside 

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. 

the U.S. If you enroll in the Extended Payment Option, 
we will automatically place all eligible charges into a 
Pay Over Time balance. A charge is eligible if it equals 
or is more than a certain dollar amount. We will tell you 
this amount when you enroll, and it is subject to 
change. We will tell you if we change it. Certain 
charges are not eligible, such as cash and similar 
transactions. 

We will not place any charge into a Pay Over Time bal- 
ance if it causes the total of your Pay Over Time bal- 
ances to go over $35,000. We will tell you if we change 
that amount. You must pay in full all charges that are 
not placed into a Pay Over Time balance upon receipt 
of your billing statement. We may change which 
charges are eligible to be placed into a Pay Over Time 

balance. 

Page 1 of 6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
About your payments 

When you must pay 

How to make payments 

How we apply payments 
and credits 

Payment of the New Balance is due upon receipt of your 
statement. If a statement includes a Pay Over Time 
balance, it will show a Minimum Payment Due. In this 
case, you must pay at least the Minimum Payment Due 
by the Payment Due Date. 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. 

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 

If a statement includes a Pay Over Time balance, it will 
show a Minimum Payment Due. The Minimum Payment 
Due is the Pay In Full New Balance plus the Pay Over 
Time Minimum Due. 

If you have a Pay Over Time balance, we generally apply 
payments—up to the Minimum Payment Due—first to the 
Pay Over Time Minimum Due and then to the Pay In Full 
New Balance. When applying a payment to the Pay Over 
Time Minimum Due, we apply it first to the balance with 
the lowest interest rate and then to balances with higher 
interest rates. 

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 ap- 
ply payments to the remaining Pay Over Time balance. 
When we do this, we apply payments first to the bal- 
ance 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. We may apply payments and 
credits within balances, and among balances with the 
same interest rate, in any order we choose. 

About your Minimum Payment Due 

How we calculate your 
Minimum Payment Due 

Adjusting your Pay Over 
Time Minimum Due 

The Minimum Payment Due is the Pay In Full amount plus any Pay Over Time Minimum Due. 
To calculate the Pay Over Time Minimum Due for each 
statement, we start with the highest of the following 
three amounts: 
(1) 2% of the Pay Over Time New Balance; or 
(2) interest charged on the statement plus 1% of the 

EXAMPLE: Pay Over Time Minimum Due 

Assume that your Pay Over Time New Balance is 
$3,000, interest is $29.57 (see the example on the 
next page), and you have no Pay Over Time amounts 
past due. 

Pay Over Time New Balance (excluding interest on 
the statement), not to exceed 4% of the Pay Over 
Time New Balance; or 

(3) $35. 

Then we round to the nearest dollar. After that, we add 
any Pay Over Time amount past due. 

However, your Pay Over Time Minimum Due will not 
exceed your Pay Over Time New Balance. 

(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 Pay Over Time Minimum Due is $60.00. 

If you regularly pay more than the Minimum Payment Due described above, we may adjust the Pay Over Time 
Minimum Due 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 making the 
adjustment and return to the formula above. If we start or stop making the adjustment, we will do so for at least six 
billing periods in a row. 

To adjust the Pay Over Time Minimum Due, we will not add 1% of the Pay Over Time New Balance in (2). Then, if 
(2) is the highest (but less than 4% of the Pay Over Time New Balance), we will add $15. 

We will do this if over six billing periods the sum of payments credited to your Pay Over Time balance is more than 
the sum of the Pay Over Time Minimum Dues (not adjusted, except any Pay Over Time 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 Pay Over Time Minimum Dues (not adjusted) is not more than $210 and equals the sum of payments credited 
to your Pay Over Time balance. However, we will not make the adjustment if the sum of the Pay Over Time 
Minimum Dues is zero and we did not adjust the Pay Over Time Minimum Due the last time it was not zero. 

Version 996612 

Page 2 of 6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
About interest charges on Pay Over Time balances 

When we charge interest 

For transactions added to pay over time balances at 
your request (for example, Select & Pay Later), we 
charge interest from the date they are added to a pay 
over time balance until they are paid. 

For transactions added automatically to a pay over 
time balance (for example, Sign & Travel and Extended 
Payment Option), we charge interest from the 
transaction date until they are paid. However, we will not 
charge interest on these transactions if: 
•  your Pay Over Time Previous Balance for the billing 

period is zero; or 

•  you paid the Account Total Previous Balance for each of 
the previous two billing periods in full by the closing date 
shown on their respective statements. 

How we calculate interest  We calculate interest for a billing period by first figuring the interest on each balance. Balances within each 

feature—such as Select & Pay Later, Sign & Travel and Extended Payment Option—may 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. 

Determining the 
Prime Rate 

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. 

Version 996612 

Page 3 of 6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other important information 

About Additional 
Cardmembers 

Converting charges made 
in a foreign currency 

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. 

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 where 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 

Collection costs 

Credit reports 

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 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 

or an affiliate, 

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

debts when due. 

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. 

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 

•  require you to pay your Account balance 

immediately. 

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

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 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 

Version 996612 

Page 4 of 6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About insurance products  We or our affiliates may tell you about insurance and 

How we handle 
electronic debits from 
your checking account 

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 

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. 

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. 

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. 

Changing benefits 

We have the right to add, modify or delete any benefit or service 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. 

Version 996612 

Page 5 of 6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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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