Your H3 WellnessPlus credit card account agreement.                   38413I002  (01/14)
 HP	0114-577;	PO	#	to	come;	Overall	Size:	9	panel.	8.5	x	29.75,	Paper:	40	#	Finch	opaque	smooth,	Color:	Black	both	sides,	Font	Size	used:	CCA	8pt,	Privacy	10pt	&	12pt;	10pt	type	in	boxes;	12pt	headers	and	16pt	APR;	Fonts	used:	Trade	Gothic	LT	Std	(regular,	oblique,	bold	no2,	bold	no2	oblique),	Zapf	Dingbats.
  This Agreement covers the Terms and Conditions of your account 
                                            Reporting a lost or stolen card (as applicable)
  with us. In this document, you will ?nd important information 
                                            If you notice the loss or theft of your credit card or a possible unauthorized use of 
  about using and managing your account, including a Privacy  your card, you should write to us immediately at Comenity Capital Bank, PO Box 
  Statement and information concerning your billing rights. Your  183003 Columbus, Ohio 43218-3003 or call us at 1-855-269-1626 (TDD/TTY 
  use of the account, or failure to close the account within the  1-888-819-1918).  You will not be liable for any unauthorized use that occurs 
  30 days of receiving this document, indicates your acceptance  after you notify us.  You may, however, be liable for unauthorized use that occurs 
  of the terms of this agreement, including the assessment of any  before your notice to us.  In any case, your liability will not exceed $50.
  ?nance charges and fees.                  C. Learning more about your account
  Section I of this agreement also includes a Jury Trial Waiver and  Credit Plans
  an Arbitration provision in the event of a dispute. �	 Your Account may consist of a non-promotional Credit Plan and one or more 
  �	 You have a right to reject this Arbitration provision. promotional Credit Plans. 
                                            �	 We may offer different promotional Credit Plans from time to time.  
  �	 If you do not reject this Arbitration provision, it will be part 
                                            �	 If a promotional Credit Plan is offered at the time you open your account, 
     of this agreement and will:              this Agreement will include information about the terms for the Plan, by 
       o  Eliminate your right to a trial by jury; and use of an insert, attachment, or other written information provided as part 
       o  Substantially affect your rights, including your right  of this Agreement.  
          to bring, join in or participate in class proceedings. �	 Normal late payment charges, returned check charges and all other 
  Please read each section carefully and keep this document for  provisions apply to any promotional Credit Plan, unless inconsistent with a 
                                              particular Credit Plan offering. 
  your records.
                                            �	 If the promotional Credit Plan purchase isn�t paid in full before the 
  In the following sections, you will ?nd information on: promotional period ends, the balance will be transferred to your non-
  Financial terms of your account: An at-a-glance summary of the fees and charges  promotional Regular Revolving balance.  
  associated with your account              �	 Credit Plans offered and their particular features (including but not limited 
  A.  Getting Started: the basics of your account to minimum purchase requirements and Minimum Payment) may vary 
                                              occasionally at our discretion and include one or more Regular Revolving 
  B.  Keeping your account in good standing: avoiding default, and what to do if 
                                              or Promotional Credit Plans. Regular Revolving Credit Plans are your non-
     your card is lost or stolen
                                              promotional purchases using the Card. Promotional Credit Plans may 
  C.  Learning more about your account: credit plans and credit limits, and how 
                                              include: 
     payments are calculated and applied      �	 Waive	Interest,	Payment	Required		 �	 Defer	Interest,	Payment	Required
  D.  Interest, fees and charges: when and how fees and costs are applied to your  �	 Waive	Interest,	Equal	Payment		 �	 Defer	Interest,	Low	Payment
     account                                  �	 Waive	Interest,	Low	Payment		 �	 Low	APR,	Equal	Payment
  E.  Other important information: legal rights, costs, and how we�ll handle  �	 Defer	Interest,	Equal	Payment		 �	 Budget	Payment
     changes to your account                Skip-payment option
  F.  Disputes & Reporting to Credit Agencies: data we provide, and receive from,  �	 At our discretion, we may allow you to skip making the Minimum Payment.  
     credit reporting agencies, and what to do if you think there is an error on  �	 Finance Charges will be assessed during the skip-payment period, but a late 
     your periodic statement                  fee won�t be imposed.  This will not be considered a waiver of any of the 
                                              rights granted by this Agreement.
  G.  Optional Products: how to protect your account from fraud or theft, and 
                                            �	 All other terms of your Account apply during the skip-payment period.
     information on services that can help pay your debt in case of emergencies
                                            Credit limit
  H.  Communicating with us: what happens when you contact us
                                            �	 Your	Credit	Limit	is	the	total	maximum	amount	we	permit	you	to	owe	us	at	
  I.  Arbitration and jury trial waiver: how we�ll resolve disagreements, including 
                                              any time. 
     a jury trial waiver and Arbitration provision �	 You may not exceed any credit limit that we set for your Account. 
  Privacy statement: how we collect, use, share, and protect your personal  �	 If	you	do	exceed	your	Credit	Limit,	we	can	still	charge	you	for	all	purchases,	
  information; and the privacy choices you can make Finance Charges and other charges without giving up any of our rights under 
                                              this Agreement. 
  Financial terms of your account
                                            �	 We	may	change	your	Credit	Limit	at	any	time. 
   Interest Rates and Interest Charges      Account cancellation
                                            �	 You may cancel your Account. You�re still obligated to pay the full amount 
   Annual 
                                              you owe us.
   Percentage  26.99%. This APR will vary with the  �	 We may cancel your Account at any time, for any reason.
   Rate (APR) for  market based on the Prime Rate. �	 We may refuse to authorize any purchase on your Account. We may also 
   Purchases                                  suspend your Account and your right to use your Card, including each Card 
                                              you give to others.  
              Your due date is at least 25 days after the  �	 We may cancel any Credit Plan at any time, for any reason.  
   How to Avoid  close of each billing cycle. We will not  �	 Cancellation or suspension of your Account doesn�t negate your obligation to 
   Paying Interest charge you interest on purchases if you pay  pay any amount you owe us.
              your entire balance by the due date each  �	 Cancellation of your Account includes each Card you give to others.
                                            Minimum Payment
              month.
                                            �	 You can pay all of your Account balance at any time without 
   Minimum    If you are charged interest, the charge will  penalty. 
   Interest Charge be no less than $2.00 per credit plan �	 You must pay at least the Minimum Payment Due for each Billing Period by 
                                              the Payment Due Date shown on your Statement. 
   For Credit                               �	 The Minimum Payment is the total of the minimum payments for the 
              To learn more about factors to consider 
   Card Tips from                             Regular Revolving and Promotional Credit Plans plus any Past Due amounts. 
              when applying for or using a credit 
   the Consumer                             �	 The total Minimum Payment Due on your account won�t be less than 
              card, visit the website of the Consumer 
   Financial                                  $25.00. If your Account balance is less than $25.00, you must pay the 
              Financial Protection Bureau at http://www. amount indicated on your Statement in full.
   Protection 
              consumer?nance.gov/learnmore. �	 The Minimum Payment Due for each Credit Plan is calculated as follows: 
   Bureau
                                              �	 The minimum payments for Regular Revolving Credit Plans, Waive 
                                                 Interest, Payment Required and Defer Interest, Payment Required 
   Fees                                          Promotional Credit Plans will be the greater of: 
                                                   o  (a) $5.00; or 
   �	 Annual Fee  None
                                                   o  (b) 3.5% (rounded up to the nearest $1.00) of the New 
                                                      Balance shown on your Statement for that Credit Plan. 
   Penalty Fees                               �	 The	 minimum	 payment	 for	 the	 Waive	 Interest,	 Equal	 Payment	 and	
                                                 Defer	 Interest,	 Equal	 Payment	 Credit	 Plans	 will	 be	 the	 amount	 of	
   �	 Late	Payment Up to $35
                                                 the purchase divided by the number of months between the date of 
   �	 Returned Payment Up to $35                 the purchase and the promotional period end date (minimum $5.00) 
                                                 rounded up to the nearest $1.00. 
                                              �	 The	minimum	payment	for	the	Low	APR,	Equal	Payment	Credit	Plan	
  How We Will Calculate Your Balance: We use a method called 
                                                 will be the amount of the purchase including the calculated ?nance 
  �daily balance (including new purchases).� See your account 
                                                 charges that will be assessed from the date of purchase through 
  agreement for details.                         the end of the promotional period divided by the number of months 
  Billing Rights: Information on your rights to dispute transactions  between the date of the purchase and the promotional period end date 
  and how to exercise those rights is provided in your account  (minimum $5.00) rounded up to the nearest $1.00.
                                              �	 The	minimum	payment	for	the	Waive	Interest,	Low	Payment	and	Defer	
  agreement.
                                                 Interest,	Low	Payment	will	be	the	greater	of:	
  Purchase APR Information: We add 23.74% to the Index (See Rates in Section  o  (a) $5.00 or 
  D) to determine the APR applicable to your account. We divide the APR by 365  o  (b) 1% (rounded up to the nearest $1.00) of the New 
  to determine your corresponding Daily Periodic Rate of FINANCE CHARGE. As of  Balance shown on your Statement for that Credit Plan.   
  January 1, 2014, the initial APR was 26.99% and the initial Daily Periodic Rate  Payment application 
  of FINANCE CHARGE was 0.07394%. We�ll charge you a minimum FINANCE 
                                            �	 We reserve the right to apply payments equal to or less than the required 
  CHARGE of $2.00 per credit plan for any Billing Period in which a Finance 
                                              minimum amount however we see ?t, which may result in balances subject 
  Charge is due. For additional information, see Rates in Section D. 
                                              to lower interest rates being paid prior to other balances. This may also 
  Minimum Payment: The Minimum Payment is the total of minimum payments 
                                              result in higher interest charges. 
  for Regular Revolving and Promotional Credit Plan purchases plus any Past Due 
                                            �	 Any payment you make in excess of the required Minimum Payment Due will 
  amounts. The total Minimum Payment Due on your account won�t be less than 
                                              be allocated to your Account as required by applicable law. 
  $25.00. If your Account balance is less than $25.00, you must pay the amount 
                                            �	 Excess	payments	received	before	a	deferred	interest	promotion	expires	are	
  indicated on your Statement in full. The Minimum Payment Due for each Regular 
                                              applied to the deferred interest promotional balance ?rst in the last two 
  Revolving Credit Plan, will be the greater of: 
                                              billing cycles of the promotional period. 
       (a) $5.00; or 
       (b) 3.5% of the New Balance shown on your Statement for that Credit  D. Interest, fees and charges 
       Plan (rounded up to the nearest $1.00).  Finance Charges
  See Minimum Payment in Section C in the attached Agreement for Promotional  �	 If you make a purchase under a Regular Revolving Credit Plan, Finance 
  Credit Plan Minimum Payment calculations.   Charges won�t be imposed in any Billing Period in which (i) no Previous 
  The APR information described in the attached Agreement is accurate as of  Balance exists or (ii) payments received and credits issued by the Payment 
  January 1, 2014.  Due to a change in the index, this information may have  Due Date, which is at least 25 days after the Statement Closing Date shown 
  changed.  To ?nd out more, call us at 1-855-269-1626 (TDD/TTY: 1-888-819- on your last Statement, equal or exceed the Previous Balance.  
  1918), or write us at Comenity Capital Bank, PO Box 183003, Columbus, Ohio  �	 If the New Balance shown on your last Statement isn�t paid in full by the 
  43218-3003 or visit our website at comenity.net/H3WellnessPlusCard. Payment Due Date shown on your last Statement, there will be a Finance 
  A. Getting Started                          Charge on each purchase from the date of purchase.
                                            �	 If you make a purchase under any Waive Interest Promotional Credit Plan, 
  De?nitions
                                              we won�t charge Finance Charges on the purchase if you pay the total 
  In this Agreement, �We,� �Us� and �Our� mean Comenity Capital Bank. �You� 
                                              purchase amount before the end of the promotional period. If you don�t pay 
  and �Your� mean each person who submits an application for an account with 
                                              the total purchase amount before the end of the promotional period, we�ll 
  us. �Account� means your credit card account with us. �Card� means each credit 
                                              add the remaining amount to your Regular Revolving balance. We�ll also 
  card we issue for your Account (as applicable). �Credit Plan� means one or more 
                                              begin charging Finance Charges on the purchase from the ?rst day after the 
  payment program options H3 Financial Services, Inc. may ask us to offer from 
                                              promotional period ends.
  time to time. 
                                            �	 If you make a purchase under any Defer Interest Promotional Credit Plan and 
  Upholding your Agreement
                                              don�t pay the total amount before the end of the promotional period, we�ll 
  �	 You agree to the terms of this Agreement, and promise to do everything  add the remaining purchase amount and the amount of accrued Finance 
     required of you. If you sign or submit an application to obtain credit from  Charges to your Regular Revolving balance.
     us, you�ll be legally bound by this Agreement. You�re also legally bound if  �	 If	 you	 make	 a	 purchase	 under	 a	 Low	 APR,	 Equal	 Payment	 Credit	 Plan,	
     you sign a charge slip, or permit someone else to use the credit provided. Finance Charges will be assessed from the date of purchase through the end 
  �	 You agree that the credit extended under your Account will be used only for  of the promotional period.
     personal, family or household purposes and not for business or commercial  How we calculate Finance Charges on your Account
     purpose.
                                            We calculate Finance Charges separately for each Credit Plan, using a �Daily 
  �	 If the Account is a joint Account, you and the joint Account holder will 
                                            Balance� to determine Finance Charges for each Billing Period. Our calculation 
     be	bound	by	this	Agreement.	Each	of	you	will	be	jointly	and	individually	
                                            method is as follows:
     responsible for repaying all amounts due.  If more than one person is 
                                            �	 We start with the beginning balance on your Account each day (including 
     responsible for this Account, we will only provide billing statements and 
                                              unpaid Finance Charges and fees). 
     communications to one of you.
                                            �	 We subtract any payments or credit adjustments (treating any net credit 
  �	 Any authorized user of your Account will be bound by the terms of this 
                                              balance as a zero balance) and add new purchases and debit adjustments 
     Agreement. If you want to revoke the use of your Account by an authorized 
                                              posted as of that day. This gives us the �Partial Daily Balance� for the day.
     user, either write us at the address, or call us at the phone number, shown 
                                            �	 We then multiply the Partial Daily Balance for the day by the Daily Periodic 
     on your Statement.  
                                              Rate of Finance Charge. This gives us the �Daily Finance Charge� for the 
  �	 You agree to pay for all transactions made on your Account by an authorized 
                                              day, which we add to the day�s Partial Daily Balance.  
     user, whether or not such transactions were authorized by you or made for 
                                            �	 We�ve now determined the �Daily Balance,� which will be the beginning 
     your bene?t.
                                              balance for the following day. This results in daily compounding of interest 
  Card signature (as applicable)
                                              charges.
  For your own protection, please sign your Card before using it. Keep in mind that  �	 At the end of each Billing Period, we add together each Credit Plan�s Daily 
  your signature on the Card isn�t a prerequisite to your obligation to pay amounts  Finance Charge, which gives us the total Account Finance Charge.  
  incurred on your Account.                 Your Statement will show a Balance Subject to Interest Rate, which is the sum of 
  Using your Credit Card Account            the Daily Balance for each day in the Billing Period divided by the total number 
  �	 Your Account may be used to make purchases from H3 WellnesPlus Card  of days.  
     af?liated of?ces and other retailers we may determine occasionally by  Rates
     notifying you via electronic mail, statement message, website posting, or  �	 The Index in effect for each Billing Period will be the highest �Prime Rate� 
     other method.                            of interest as published in the �Money Rates� section of The Wall Street 
  �	 We may not honor transactions related to, including, but not limited to,  Journal for the calendar month preceding the month in which the Billing 
     gambling, ATM usage at casinos, and illegal activities. Period begins, rounded upward if necessary, to the nearest .001% (�Index�). 
  Making payments                           �	 An increase or decrease in the APR will result in a corresponding increase or 
  �	 Pay your Account by sending a check, money order, or cashier�s check  decrease in the amount of Finance Charge and may increase the amount of 
     payable in U.S. dollars, to the name and address shown on your Statement  your minimum payment due.
     speci?ed for payments. Please don�t send cash. Other fees and charges
  �	 Be sure to include your payment stub, do not staple your payment to the  You agree to pay the following fees and charges:
     stub, and use the envelope provided with your Statement. �	 Late Fee: If you don�t pay at least the Minimum Payment Due by the 
  �	 If your payment doesn�t meet these requirements, it may not be credited to  Payment Due Date, we will charge you a late fee.  
     your Account for up to ?ve days, or may be rejected.   o  The fee is $25 if you were not charged a late fee during any of the 
  �	 Any check marked �payment in full� or with similar terms must be sent to  prior six billing periods.  
     6550	North	Loop	1604	East,	Suite	101,	San	Antonio,	Texas	78247-5004 o  Otherwise, the fee is $35. 
       o  We can accept such checks or late or partial payments without  o  This fee will never exceed the minimum payment due that was 
          losing our right to receive the full amount owed on your Account. due immediately prior to the date on which the fee was assessed. 
  �	 Please don�t send any correspondence with your payment. �	 Returned Payment Fee: We may charge you a fee for each payment that your 
  B. Keeping your account in good standing    bank doesn�t honor for any reason. 
  Avoiding default                               o  The fee is $25 if you were not charged a returned payment fee 
                                                   during any of the prior six billing periods.  
  You�ll be in default under this Agreement if you:
                                                 o  Otherwise, the fee is $35. 
  �	 fail to make at least the Total Minimum Payment Due 
                                                 o  This fee will never exceed the minimum payment due that was 
  �	 violate any provision of this Agreement
                                                   due immediately prior to the date on which the fee was assessed. 
  �	 pass away
                                            �	 Although we may decide to do so, we aren�t required to attempt to collect a 
  �	 become the subject of bankruptcy or insolvency proceedings
                                              payment more than once. 
  �	 supply us with misleading, false, incomplete or incorrect information
                                            �	 Document Fees: If we provide you with a copy of any Statement, sales draft 
  �	 are unable or unwilling to perform the terms or conditions of this Agreement
                                              or similar document at your request (except in connection with billing error 
  �	 fail to supply us with any information we deem necessary
                                              inquiries or resolution), we may charge the Account the following fee(s):
  �	 default under any other loan or agreement you have with us or any of our 
                                                 o  Statement copy - $6.00
     af?liates
                                                 o  Sales/Credit Draft copy - $6.00
  �	 become incompetent
                                                 o  Check/Money Order copy - $6.00
  �	 exceed your credit limit
                                            �	 Alternative Payment Method Fee: We may offer alternative payment methods 
  �	 issue a payment returned unpaid by your bank for any reason
                                              that allow you to make�individual,�expedited payments to your Account over 
  If we consider your account in default, we may suspend your ability to make 
                                              the phone.��If you choose to�use this payment method,�we may assess the 
  charges; close your account and require you to pay the full amount you owe 
                                              current fee we charge for this service. Currently, that fee is up to $15.00 
  immediately. If applicable law requires us to do so, we�ll tell you in advance and/
                                              but may change. We�ll let you know the current fee before you authorize 
  or give you the opportunity to remedy your default.
                                              any payment(s), and you can withdraw your request if you don�t want to pay 
                                              the fee.
                        * * * * * * * * * * * * * * * *
   rev.	04/13
                                            No   No No No  Yes Yes Yes
                                       Can you limit   this sharing?
                                            Yes	 Yes	 Yes	 Yes	 Yes	 Yes	 Yes	
                                        share?
                                       Does Comenity 
                        Social	Security	number	and	income Account	balances	and	payment	history Credit	history	and	credit	scores	 Comenity	Bank	customers:	Call	1-800-220-1181	(TDD/TTY	1-800- 695-1788)	�	our	menu	will	prompt	you	through	your	choices. Comenity	Capital	Bank	customers:	Call	1-877-287-5012	(TDD/TTY	 1-888-819-1918)	�	our	menu	will	prompt	you	through	your	choices.
      WHAT DOES COMENITY DO WITH YOUR   PERSONAL INFORMATION? Financial	companies	choose	how	they	share	your	personal	information.		 Federal	law	gives	consumers	the	right	to	limit	some	but	not	all	sharing.	 Federal	law	also	requires	us	to	tell	you	how	we	collect,	share,	and		 protect	your	personal	information.	Please	read	this	notice	carefully	to		 understand	what	we	do.	 The	types	of	personal	information	we	collect	and	share	depend	on	 the	product	or	service	you	have	with	us.	This	information	can	include:	 �	 �	 �	 All	?nancial	companies	need	to	share	customers�	personal	information	 to	run	their	everyday	business.	In	the	section	below,	we	list	the	reasons	 ?nancial	companies	can	share	their	customers�	personal	information;		 the	reasons	Comenity	chooses	to	share;	and	whether	you	can	limit	this	 sharing. �	 �	 Please note: If	you	are	a	new	customer,	we	can	begin	sharing	your	information	30	days	 from	the	date	we	sent	this	notice.	When	you	are	no longer	our	customer,	 we	continue	to	share	your	information	as	described	in	this	notice. However,	you	can	contact	us	at	any	time	to	limit	our	sharing.
                                        information
                                       Reasons we can share your personal  
       FACTS   Why?     What?    How?                                    sharing
                                                                       To limit our  Questions?								Go	to	comenity.net/privacy	or	call	1-866-423-1097
                                          For our everyday business purposes� such	as	to	 process	your	transactions,	maintain	your	account(s),		 respond	to	court	orders	and	legal	investigations,	or	 report	to	credit	bureaus For our marketing purposes�to	offer	our	products	and services	to	you For joint marketing with other financial companies For our affiliates� everyday business purposes� information	about	your	transactions	and	experiences For our affiliates� everyday business purposes� information	about	your	creditworthiness For our affiliates to market to you For nonaffiliates to market to you
                                                                                       CCA	-	Front	-	Common	Privacy	Statement	-	Comenity;			Size:		6.5	x	8.5;	Color:	Black;		 Fonts:	Trade	Gothic	LT	Std	(regular,	oblique,	bold	no.2);	Font	sizes:	10pt	&	12pt,	date	8pt
 HP	0114-577;	PO	#	to	come;	Overall	Size:	9	panel.	8.5	x	29.75,	Paper:	40	#	Finch	opaque	smooth,	Color:	Black	both	sides,	Font	Size	used:	CCA	8pt,	Privacy	10pt	&	12pt;	10pt	type	in	boxes;	12pt	headers	and	16pt	APR;	Fonts	used:	Trade	Gothic	LT	Std	(regular,	oblique,	bold	no2,	bold	no2	oblique),	Zapf	Dingbats. E. Other important information  I. Arbitration and jury trial waiver
   Collection Costs                         A. Jury Trial Waiver
   As permitted under applicable law, you agree to pay the reasonable costs for  TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO 
   collecting amounts due, including reasonable attorney�s fees and court costs  TRIAL BY JURY IN THE EVENT OF A LAWSUIT ARISING OUT OF OR RELATED 
   incurred by us or another person or entity. TO THIS AGREEMENT.  THIS JURY TRIAL WAIVER SHALL NOT AFFECT THE 
   Changes                                  ARBITRATION PROVISION BELOW (INCLUDING THE JURY TRIAL WAIVER 
   We may add, change, or delete the terms of your Account. If required by law,  CONTAINED THEREIN).  YOU AND WE EACH REPRESENT THAT THIS WAIVER 
   we will give you advance written notice of the change(s) and a right to reject the  IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY.
   change(s).                               B. Notice and Cure
   Security Interest                        Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising 
   You grant us a security interest in all goods you purchase through the use of the  out of or related to this Agreement (as further de?ned below, a �Claim�), the party 
   Account, now or at any time in the future and in all accessions to and proceeds  asserting the Claim (the �Claimant�) shall give the other party (the �Defendant�) 
   of such goods. We waive any security interest we may have in your principal  written notice of the Claim (a �Claim Notice�) and a reasonable opportunity, not 
   dwelling, to the extent that it would otherwise secure any obligation arising  less than 30 days, to resolve the Claim. Any Claim Notice to you shall be sent 
   hereunder.                               in writing to the address we have in our records (or any updated address you 
   Changes to your information              subsequently provide to us).  Any Claim Notice to us shall be sent by mail to 
   Please notify us immediately of any changes to your name or address. Comenity Capital Bank, PO Box 182436, Columbus, Ohio 43218-2436 (or any 
   Governing Law                            updated address we subsequently provide).  Any Claim Notice you send must 
                                            provide your name, address and account number.  Any Claim Notice must explain 
   THIS	 AGREEmENT	 IS	 GOvERNED	 BY	 UTAH	 AND	 APPLICABLE	 FEDERAL	
                                            the nature of the Claim and the relief that is demanded.  You may only submit a 
   LAW.	THIS	IS	THE	LAW	WE	ARE	SPEAkING	OF	WHEN	WE	REFER	TO	A	TERm	
                                            Claim Notice on your own behalf and not on behalf of any other party.  No third 
   PERmITTED	OR	REqUIRED	BY	APPLICABLE	LAW.
                                            party, other than a lawyer you have personally retained, may submit a Claim 
   Transfer of Rights/Assignment
                                            Notice on your behalf.  The Claimant must reasonably cooperate in providing any 
   Your rights under this Agreement can�t be transferred by you, by operation of law 
                                            information about the Claim that the other party reasonably requests.
   or otherwise, but your obligations will be binding upon your estate or personal 
                                            C. Arbitration Provision
   representatives. We may transfer or assign your Account and/or this Agreement, 
                                            READ THIS ARBITRATION PROVISION CAREFULLY.  IF YOU DO NOT REJECT 
   or any of our rights under this Agreement, to another person or entity at any time 
                                            THIS ARBITRATION PROVISION IN ACCORDANCE WITH PARAGRAPH 
   without prior notice to you or your consent.
                                            C.1. BELOW, IT WILL BE PART OF THIS AGREEMENT AND WILL HAVE A 
   No Waiver of Rights
                                            SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL RESOLVE ANY CLAIM 
   We can delay enforcing our rights under this Agreement without losing them.  
                                            WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE. 
   Severability
                                            1.� Your Right to Reject:  If you don�t want this Arbitration Provision (and any 
   If any provision of this Agreement is in con?ict with applicable law, that provision  prior arbitration agreement between you and us (�Prior Arbitration Agreement�)) 
   will be considered to be modi?ed to conform with applicable law. to apply, you may reject it by mailing us a written rejection notice which gives the 
   F. Disputes & Reporting to Credit Agencies name of each Cardholder and contains a statement that you (both of you, if more 
   Credit Reports                           than one) reject the Arbitration Provision of this Agreement. The rejection notice 
   �	 You give us permission to investigate your credit record.  must be sent to us at Comenity Capital Bank, PO Box 182422, Columbus, OH 
   �	 You agree that a credit report may be requested in connection with the  43218-2422. A rejection notice is only effective if it is signed by you (all of you, 
     processing of your credit application. A report may also be requested in  if more than one) and if we receive it within thirty (30) calendar days after the 
     connection with a credit extension, credit limit request, Account renewal or  date we ?rst provide you with a credit card agreement or written notice providing 
     update, Account collection action, or dispute investigation.  you a right to reject this Arbitration Provision. Your rejection of this Arbitration 
   �	 You understand that we may report negative information (such as, late  Provision will not affect any other provision of this Agreement or your ability to 
     payments, missed payments, or other defaults) about your account to credit  obtain credit.
     bureaus.�                              2. Parties Subject to Arbitration:  Solely as used in this Arbitration Provision 
   �	 You give us permission to provide information about your Account to credit  (and not elsewhere in this Agreement), the terms �we,� �us� and �our� mean (a) 
     bureaus and other creditors, as well as to the retailer whose name appears  Comenity Capital Bank, any parent, subsidiary or af?liate of the Bank and the 
     on your Card.                          employees, of?cers and directors of such companies (the �Bank Parties�); and 
   Credit report disputes                   (b) any other person or company that provides any services in connection with 
                                            this Agreement if you assert a Claim against such other person or company at the 
   If you believe the account information we reported to a consumer reporting 
                                            same time you assert a Claim against any Bank Party.
   agency is inaccurate, you may submit a direct dispute to Comenity Capital Bank, 
                                            3. Covered Claims:  �Claim� means any claim, dispute or controversy between 
   PO Box 182120 Columbus, Ohio 43218-2120.
                                            you and us that in any way arises from or relates to this Agreement, the Account, 
   Your written dispute must provide suf?cient information to identify the account 
                                            the issuance of any Card, any rewards program, any prior agreement or account. 
   and specify why the information is inaccurate:
                                            �Claim� includes disputes arising from actions or omissions prior to the date 
   �	 Account Information: �Your name and account number
                                            any Card was issued to you, including the advertising related to, application for 
   �	 Contact Information:� Your address and telephone number
                                            or approval of the Account. �Claim� has the broadest possible meaning, and 
   �	 Disputed Information:�  Identify the account information disputed and 
                                            includes initial claims, counterclaims, cross-claims and third-party claims. It 
     explain why you believe it is inaccurate
                                            includes disputes based upon contract, tort, consumer rights, fraud and other 
   �	 Supporting Documentation:� If available, provide a copy of the section of the 
                                            intentional torts, constitution, statute, regulation, ordinance, common law and 
     credit report showing the account information you are disputing
                                            equity (including any claim for injunctive or declaratory relief). �Claim� does 
   We will investigate the disputed information and report the results to you within 
                                            not include disputes about the validity, enforceability, coverage or scope of 
   30 days of receipt of the information needed for our investigation. If we ?nd that 
                                            this Arbitration Provision or any part thereof (including, without limitation, the 
   the account information we reported is inaccurate, we will promptly provide the 
                                            prohibition against class proceedings, private attorney general proceedings and/
   necessary correction to each consumer reporting agency to which we reported 
                                            or multiple party proceedings described in Paragraph C.7 (the �Class Action 
   the information.
                                            Waiver�), the last sentence of Paragraph C.13 and/or this sentence); all such 
   Your Billing Rights: Keep This Document For Future Use
                                            disputes are for a court and not an arbitrator to decide. However, any dispute or 
   This notice tells you about your rights and our responsibilities under the Fair 
                                            argument that concerns the validity or enforceability of the Agreement as a whole 
   Credit Billing Act.
                                            is for the arbitrator, not a court, to decide.
   What To Do If You Find A Mistake On Your Statement
                                            4.�Starting an Arbitration:  Arbitration may be elected by any party with respect 
   If you think there is an error on your statement, write to us at: Comenity Capital 
                                            to any Claim, even if that party has already initiated a lawsuit with respect to a 
   Bank PO Box 182620 Columbus, Ohio 43218-2620
                                            different Claim. Arbitration is started by giving a written demand for arbitration 
   In your letter, give us the following information:
                                            to the other party. We will not demand to arbitrate an individual Claim that you 
   �	 Account information: Your name and account number.
                                            bring against us in small claims court or your state�s equivalent court, if any. But 
   �	 Dollar amount: The dollar amount of the suspected error.
                                            if that Claim is transferred, removed or appealed to a different court, we then 
   �	 Description of problem: If you think there is an error on your bill, describe 
                                            have the right to demand arbitration.
     what you believe is wrong and why you believe it is a mistake.
                                            5. Choosing the Administrator:  �Administrator� means the American Arbitration 
   You must contact us:
                                            Association (�AAA�), 1633 Broadway, 10th Floor, New York, NY 10019, www.
   �		 Within	60	days	after	the	error	appeared	on	your	statement.
                                            adr.org;	JAmS	is	at	620	Eighth	Avenue,	34th	Floor,	New	York,	NY	10018,	www.
   �		 At	least	3	business	days	before	an	automated	payment	is	scheduled,	if	you	
                                            jamsadr.com; or any other company selected by mutual agreement of the parties. 
     want to stop payment on the amount you think is wrong.
                                            If both AAA and JAMS cannot or will not serve and the parties are unable to 
   You must notify us of any potential errors in writing. You may call us, but if you 
                                            select an Administrator by mutual consent, the Administrator will be selected 
   do we are not required to investigate any potential errors and you may have to pay 
                                            by a court. The arbitrator will be appointed by the Administrator in accordance 
   the amount in question.
                                            with the rules of the Administrator. However, the arbitrator must be a retired or 
   What Will Happen After We Receive Your Letter
                                            former judge or a lawyer with at least 10 years of experience. You get to select the 
   When we receive your letter, we must do two things:
                                            Administrator if you give us written notice of your selection with your notice that 
   1.   Within 30 days of receiving your letter, we must tell you that we received 
                                            you are electing to arbitrate any Claim or within 20 days after we give you notice 
     your letter. We will also tell you if we have already corrected the error.
                                            that we are electing to arbitrate any Claim (or, if you dispute our right to require 
   2.   Within 90 days of receiving your letter, we must either correct the error or 
                                            arbitration of the Claim, within 20 days after that dispute is ?nally resolved). 
     explain to you why we believe the bill is correct.
                                            If you do not select the Administrator on time, we may do it. Notwithstanding 
   While we investigate whether or not there has been an error:
                                            any language in this Arbitration Provision to the contrary, no arbitration may 
   �	 We cannot try to collect the amount in question, or report you as delinquent 
                                            be administered, without the consent of all parties to the arbitration, by any 
     on that amount.
                                            Administrator that has in place a formal or informal policy that is inconsistent 
   �	 The charge in question may remain on your statement, and we may continue 
                                            with the Class Action Waiver.
     to charge you interest on that amount.
                                            6. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU 
   �	 While you do not have to pay the amount in question, you are responsible for 
                                            OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO 
     the remainder of your balance.
                                            PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, 
   �	 We can apply any unpaid amount against your credit limit.
                                            YOUR ABILITY TO OBTAIN INFORMATION FROM US IS MORE LIMITED IN AN 
   After we ?nish our investigation, one of two things will happen:
                                            ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE 
   �	 If we made a mistake: You will not have to pay the amount in question or any 
                                            IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. 
     interest or other fees related to that amount.
                                            7. Prohibition Against Certain Proceedings:  IF YOU OR WE ELECT TO ARBITRATE 
   �	 If we do not believe there was a mistake: You will have to pay the amount 
                                            A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION 
     in question, along with applicable interest and fees. We will send you a 
                                            IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, 
     statement of the amount you owe and the date payment is due. We may then 
                                            DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR WE MAY ACT AS A 
     report you as delinquent if you do not pay the amount we think you owe.
                                            PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; (3) CLAIMS 
   If you receive our explanation but still believe your bill is wrong, you must write 
                                            BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED 
   to us within 10 days telling us that you still refuse to pay. If you do so, we cannot 
                                            WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) 
   report you as delinquent without also reporting that you are questioning your bill. 
                                            THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A 
   We must tell you the name of anyone to whom we reported you as delinquent, 
                                            CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR 
   and we must let those organizations know when the matter has been settled 
                                            MULTIPLE-PARTY ARBITRATION. 
   between us.
                                            8. Location and Costs of Arbitration:  Any arbitration hearing that you attend 
   If we do not follow all of the rules above, you do not have to pay the ?rst $50 of 
                                            must take place at a location reasonably convenient to you. We will pay any and 
   the amount you question even if your bill is correct.
                                            all fees of the Administrator and/or the arbitrator if applicable law requires us 
   Your Rights If You Are Dissatis?ed With Your Credit Card Purchases
                                            to, if you prevail in the arbitration or if we must bear such fees in order for this 
   If you are dissatis?ed with the goods or services that you have purchased with 
                                            Arbitration Provision to be enforced. If you demand an arbitration, we will pay 
   your credit card, and you have tried in good faith to correct the problem with the 
                                            your reasonable attorneys� and experts� fees if you prevail or if we must bear such 
   merchant, you may have the right not to pay the remaining amount due on the 
                                            fees in order for this Arbitration Provision to be enforced. Also, we will bear any 
   purchase.
                                            fees if applicable law requires us to.
   To use this right, all of the following must be true:
                                            9. Governing Law:  This Arbitration Provision involves interstate commerce and 
   1. The purchase must have been made in your home state or within 100 miles 
                                            is governed by the Federal Arbitration Act, 9 U.S.C. �� 1-16 (the �FAA�), and 
   of your current mailing address, and the purchase price must have been more 
                                            not by any state arbitration law. The arbitrator must apply applicable substantive 
   than $50. (Note: Neither of these are necessary if your purchase was based on 
                                            law consistent with the FAA and applicable statutes of limitations and claims 
   an advertisement we mailed to you, or if we own the company that sold you the 
                                            of privilege recognized at law. The arbitrator may award any remedy provided 
   goods or services.)
                                            by the substantive law that would apply if the action were pending in court 
   2. You must have used your credit card for the purchase. Purchases made with 
                                            (including, without limitation, punitive damages, which shall be governed by 
   cash advances from an ATM or with a check that accesses your credit card 
                                            the Constitutional standards employed by the courts). At the timely request of 
   account do not qualify.
                                            either party, the arbitrator must provide a brief written explanation of the basis 
   3. You must not yet have fully paid for the purchase.
                                            for the award.
   If all of the criteria above are met and you are still dissatis?ed with the purchase, 
                                            10. Right to Discovery:  In addition to the parties� rights to obtain discovery 
   contact us in writing at:
                                            pursuant to the arbitration rules of the Administrator, either party may submit 
   Comenity Capital Bank
                                            a written request to the arbitrator to expand the scope of discovery normally 
   PO Box 182620 Columbus, Ohio 43218-2620
                                            allowable under the arbitration rules of the Administrator. The arbitrator shall 
   While we investigate, the same rules apply to the disputed amount as discussed 
                                            have discretion to grant or deny that request.
   above. After we ?nish our investigation, we will tell you our decision. At that 
                                            11. Arbitration Result and Right of Appeal:  Judgment upon the arbitrator�s 
   point, if we think you owe an amount and you do not pay, we may report you as 
                                            award may be entered by any court having jurisdiction. The arbitrator�s decision 
   delinquent.
                                            is ?nal and binding, except for any right of appeal provided by the FAA. However, 
   G. Optional Products                     if the amount of the Claim exceeds $50,000 or involves a request for injunctive 
   Credit insurance (as applicable)         or declaratory relief that could foreseeably involve a cost or bene?t to either party 
   Purchasing credit insurance is optional. If you do choose to carry credit insurance  exceeding $50,000, any party can, within 30 days after the entry of the award 
   coverage, the premium charge will be added to your Account as a purchase on  by the arbitrator, appeal the award to a three-arbitrator panel administered by the 
   the last day of each Billing Period.  You can cancel your coverage at any time. Administrator. The panel shall reconsider anew any aspect of the initial award 
   Account Assure debt cancellation (as applicable)   requested by the appealing party. The decision of the panel shall be by majority 
                                            vote. Reference in this Arbitration Provision to �the arbitrator� shall mean the 
   �	 Purchasing Account Assure is optional.  
                                            panel if an appeal of the arbitrator�s decision has been taken. The costs of such 
   �	 Your decision whether or not to purchase Account Assure won�t affect your 
                                            an appeal will be borne in accordance with Paragraph C.8. above.
     application for credit or the terms of any existing credit agreement you have 
                                            12. Rules of Interpretation:  This Arbitration Provision shall survive the repayment  SM
     with Comenity Capital Bank.                         World Financial Capital Bank is a Comenity company.
                                            of all amounts owed under this Agreement, the closing of the Account, any 
   �	 The monthly fee for Account Assure is based on the outstanding monthly  Salt Lake City, UT
                                            legal proceeding and any bankruptcy to the extent consistent with applicable 
     balance on your Account each month and will be added to your Statement.  
                                            bankruptcy law.  In the event of a con?ict or inconsistency between this 
   �	 We�ll provide additional information before you�re required to pay for 
                                            Arbitration Provision, on the one hand, and the applicable arbitration rules or the 
     Account Assure. This will include a copy of the contract containing the 
                                            other provisions of this Agreement, on the other hand, this Arbitration Provision 
     terms and conditions pertaining to Account Assure.
                                            shall govern.  This Arbitration Provision replaces any Prior Arbitration Agreement.
   �	 You can cancel your Account Assure at any time.
                                            13. Severability:  If any portion of this Arbitration Provision, other than the Class 
   �	 There are eligibility requirements, conditions, and exclusions that could 
                                            Action Waiver, is deemed invalid or unenforceable, the remaining portions shall 
     prevent you from receiving bene?ts under Account Assure.  
                                            nevertheless remain in force. If a determination is made that the Class Action  World Financial Capital Bank is a
   �	 Be sure to carefully read the contract for a full explanation of the terms of 
                                            Waiver is unenforceable, only this sentence of the Arbitration Agreement will  Comenity SM
     Account Assure.                                             company.
                                            remain in force and the remaining provisions shall be null and void, provided that 
   H. Communicating with us                              Salt Lake City, UT
                                            the determination concerning the Class Action Waiver shall be subject to appeal.
   Communicating to you about your Account  14. Special Payment:  If (1) you submit a Claim Notice in accordance with 
   If we need to contact you to service your Account or to collect amounts you owe  Section B of the Arbitration and jury trial waiver Provisions on your own behalf 
   to us, you give direct consent to us, as well as servicers, agents, contractors and  (and not on behalf of any other party); (2) we refuse to provide you with the relief 
   collectors of your Account, to communicate with you in any way, such as calling,  you request; and (3) an arbitrator subsequently determines that you were entitled 
   texting, or e-mail via:                  to such relief (or greater relief), the arbitrator shall award you at least $5,100 
   1)   a cell, landline, or text number you provide, use to contact us, or at  (plus any fees and costs to which you are entitled).
        which we believe we can reach you (even if it is not yours), 
   2)   any email address you provide to us or one of our merchants, 
   3)   automated dialer systems and automatic telephone dialing systems,  Comenity Capital Bank, Salt Lake City, UT
   4)   pre-recorded or arti?cial voice messages and other forms of 
        communications.�                                                 38413I002  (01/14)
   You also agree that these communications aren�t unsolicited for purposes of any 
   state or federal law, and you understand that this may result in additional mobile, 
   text message, or data charges.
   Phone monitoring
   �	 To provide you with high-quality service, phone communication with us is 
     monitored and/or recorded.  
   �	 You agree that we monitor and/or record any phone calls between you and 
     us.  
   �	 Please inform all authorized cardholders of this provision, including anyone 
     acting on your behalf or making payments on this Account.
   For Wisconsin residents:
   If you are married, please contact us immediately upon receipt of this Agreement 
   at 1-855-269-1626 (TDD/TTY 1-888-819-1918) and provide us with the name 
   and address of your spouse. We are required to inform your spouse that we have 
   opened a credit account for you.
   For bankruptcy noti?cations:
   All bankruptcy notices and related correspondence to Comenity Capital Bank 
   should be sent to the following address:  Comenity Capital Bank, Bankruptcy 
   Department, PO Box 183043 Columbus, OH 43218-3043.
                         * * * * * * * * * * * * * * * *
 Fonts: Trade Gothic LT Std (regular, oblique, bold no.2); Font sizes: 10pt & 12pt, date 8pt CCA - Back - Common Privacy Statement - Comenity;   Size:  6.5 x 8.5; Color: Black;  
   contact us.  Standard mobile, message, or data rates may apply. of pre-recorded or auto-dialed calls on any cell, landline or text number you provide or use to  We will contact you regarding your account via text message or telephone, including the use  your information with nonaf?liates for marketing purposes. if your billing address is in Vermont or California, we will automatically opt you out of sharing  We also will comply with more restrictive state laws to the extent that they apply. For example,  Other important information Joint marketing Nonaf?liates Af?liates De?nitions with someone else? account I hold jointly  I limit sharing for an  What happens when  all sharing? Why can�t I limit information? personal  collect my Comenity How does  information? protect my personal   How does Comenity  What we do this notice? Who is providing Who we are Page 2
                    companies. �   Our joint marketing partners include lenders and insurance   together market ?nancial products or services to you. A formal agreement between nonaf?liated ?nancial companies that       retailers, direct marketers, publishers and nonpro?t organizations. �   Nonaf?liates we share with can include ?nancial service providers,      ?nancial and non?nancial companies. Companies not related by common ownership or control. They can be       Alliance Data, and LoyaltyOne.      other Comenity entities; non?nancial companies such as Epsilon,       companies such as Comenity Capital Bank and Comenity Bank,   �   Our af?liates include companies with a Comenity name; ?nancial  ?nancial and non?nancial companies. Companies related by common ownership or control. They can be   Your choices will apply to everyone on your account. to limit sharing. See below for more on your rights under state law. State laws and individual companies may give you additional rights   �   sharing for nonaf?liates to market to you �   af?liates from using your information to market to you      about your creditworthiness �   sharing for af?liates� everyday business purposes�information   Federal law gives you the right to limit only bureaus, af?liates, or other companies. We also collect your personal information from others, such as credit  �   use your credit or show your driver�s license �   give us your income information �   open an account or provide account information We collect your personal information, for example, when you  include computer safeguards and secured ?les and buildings. we use security measures that comply with federal law. These measures  To protect your personal information from unauthorized access and use,  including Comenity Bank and Comenity Capital Bank. This privacy notice is provided by the Comenity family of companies, 
      Pricing Addendum   
       
      Interest Rates and Interest Charges 
      Annual Percentage Rate 
                          Prime rate plus 23.74%. 
      (APR) for Purchases 
                          This APR will vary with the market based on the Prime Rate. 
      How to Avoid Paying  Your due date is at least 25 days after the close of each billing cycle. We will not 
      Interest            charge you interest on purchases if you pay your entire balance by the due date each 
                          month. 
      Minimum Interest Charge  If you are charged interest, the charge will be no less than $2.00 per credit plan. 
      
      Fees 
       �  Annual Fee      None 
                           
      Penalty Fees 
                           
       �  Late Payment    Up to $35 
       �  Returned Payment  Up to $35 
      Balance Computation  We use a method called "daily balance (including new purchases)." 
      Method