The Gemini Mastercard® Credit Card™ Cardholder Agreement

Important Disclosures About Your Gemini Mastercard Credit Card.
Gemini Mastercard Credit Card is issued by WebBank

Interest Rates and Interest Charges
Annual Percentage Rate
(“APR”) for Purchases

APR for Cash Advances

Penalty APR and When it
Applies

Paying Interest

For Credit Card Tips from the
Consumer Financial
Protection Bureau.

Fees
Transaction Fees

Cash Advance

12.99 to 23.99%
when you open your account, based on your creditworthiness. After
that, your APR will vary with the market based on the Prime Rate.1
25.99%
This APR will vary with the market based on the Prime Rate.2

29.99%. This APR will vary with the market based on the Prime
Rate.3
This APR may be applied to your Account if you:

● Make late payments in two consecutive months;
● Make late payments in two non-consecutive months in any

six-month period; or

● Make a payment that is returned.

How Long Will the Penalty APR Apply? If your APRs are increased
for any of these reasons, the Penalty APR will apply until you make
six consecutive minimum payments when due.4

Your payment is due at least 25 days after the close of each monthly
billing cycle (“Payment Due Date”). We will not charge you any
interest on purchases if you pay your entire balance by the Payment
Due Date each month. We begin charging interest on cash advances
on the transaction date.
To learn more about factors to consider when applying for or using
a credit card, please visit the website of the Consumer Financial
Protection Bureau at
https://www.consumerfinance.gov/learnmore

Either $10 or 3% of the amount of each cash advance, whichever is
greater.

Foreign Transaction

None.

Penalty Fees

Late Payment

Up to $20.

Returned Payment

Up to $35.

How We Will Calculate Your Balance: We use a method called “average daily balance (including
new transactions).” See the Interest Charges section of the Agreement for more detail.

Prime Rate: The Variable APR on your Account will be determined each billing cycle by adding a
margin to the Prime Rate (U.S.) as published in the Money Rates section of The Wall Street
Journal (the “WSJ”) on the 25th day of the month or the following Business Day (defined
below). If the Prime Rate changes, your new rate will take effect on your next billing period. As
of September 30, 2021, the Prime Rate is 3.25%.

1 We add 9.74, 13.74, 16.74, 18.74 or 20.74% to the Prime Rate to determine the Purchase
APR.
2 We add 22.74% to the Prime Rate to determine the Cash Advance APR.
3 We add 26.74% to the Prime Rate to calculate the Penalty APR.  Maximum APR 35.99%.

4 If you have a $0 payment due during any of the six consecutive months, it will still count
toward the six consecutive months.

CARDHOLDER AGREEMENT

This Gemini Mastercard® Credit Card™ Cardholder Agreement (the "Agreement'), which
includes this Cardholder Agreement and the Important Disclosures About Your Gemini
Mastercard Credit Card (the "Important Disclosures") governs your Gemini Mastercard Credit
Card account (“Account”) and related credit card (“Card”) issued by WebBank, a Utah
state-chartered bank located in Salt Lake City, Utah (the “Bank”). This Agreement also includes
the Arbitration Clause attached as Exhibit A, the Billing Error Rights Notice attached as Exhibit B,
the State Notices attached as Exhibit C, your credit card application, and, as applicable, the
Privacy Policy, and Risk-Based Pricing Disclosure.  In this Agreement, the words “we,” “us,” and
“our” mean the Bank, its successors, and assigns, and, for purposes of the Arbitration Clause,
the Gemini-Related Parties and others identified in the Arbitration Clause. The words “you,”
“your,” “yours” and “Cardholder” mean the person who applied for, received, and accepted the
Account from us. Gemini Constellation, LLC (“Gemini Constellation”) is the servicer of your
Account. In that capacity, Gemini Constellation is a third party service provider to us, and may
act on our behalf, including but not limited to receiving payments due subject to this
Agreement, and perform our obligations or enforce our rights under this Agreement.

EXHIBIT A TO THE AGREEMENT IS AN ARBITRATION CLAUSE (THE “ARBITRATION CLAUSE”).
UNLESS YOU ARE A “COVERED BORROWER” PROTECTED BY THE MILITARY LENDING ACT OR
UNLESS YOU PROMPTLY REJECT THE ARBITRATION CLAUSE THROUGH THE METHOD NOTED IN
EXHIBIT A, IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A
DISPUTE, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A
CLASS PROCEEDING.

1. Accepting this Agreement

This Agreement becomes effective and legally binding when you receive your digital Card via
https://creditcard.exchange.gemini.com/ (“Gemini Website”) or a Gemini mobile application
(“Gemini Mobile”). You and we agree to comply with, and be bound by, this entire Agreement.
You should retain and carefully review this entire Agreement and sign your Card before using it.
By completing your application for the Account (and unless you promptly reject the arbitration
clause or are a “covered borrower” protected by the Military Lending Act), you agree to the
Arbitration Clause even if you do not use the Account or the Card.

2. Use of the Card and Account

You may use the Card to make transactions only for personal, family or household purposes
from any person or establishment accepting the Card, to obtain cash advances from us or obtain
cash or cash equivalents (each such transaction, a “Cash Advance”) and to take advantage of
other features of the Card. Cash Advances include: (a) using any convenience check we provide
you; (b) obtaining funds through an automated teller machine (ATM) or a financial institution;
(c) purchasing a wire transfer, money order, foreign currency, travelers checks, stored value load
or other item that is a cash equivalent; or (d) engaging in any similar transaction.

3. Prohibited Uses of Account

You agree to use the Card and Account only for legal and lawful purposes. Neither the Card nor
the Account may be used for (a) any illegal purpose, (b) domestic or international gambling
purposes, whether online or otherwise, (c) any purpose in any country or territory that is
subject to economic sanctions administered and enforced by the U.S. Department of the
Treasury’s Office of Foreign Assets Control (OFAC), or with any person or entity subject to such
sanctions, (d) for the purpose of paying us on this or any other form of credit account you may
have with us, (e) for the purpose of funding your Gemini Trust account directly or indirectly or
(f) for business or commercial purposes. If you do use your Card for any such purpose, you will
be in default under this Agreement and we may block such transactions and/or terminate your
Account, but you still will be liable to us for all charges relating to such transactions and all other
transactions on your Account at the time it is closed.

4. Promise to Pay

You promise to pay us for all amounts charged to the Account, including all purchases,
advances, interest, fees and charges (including Rewards Charges) charged to your Account. If
you incur a rewards-related charge as set forth in the Gemini Credit Card Crypto Rewards
Program Terms and Conditions, this will be considered a “Rewards Charge”.  To the fullest extent
permitted by applicable law, you are obligated to repay us for all transactions made using your
Card by people you have authorized to use the Card even if their use of the Card exceeds the
authorization which you gave them.

5. Credit Limit; Available Credit

a. Subject to Section 6 below, with respect to Cash Advances, your "Credit Limit" is the

maximum amount of credit that can be accessed using your Account.  We have disclosed the
initial Credit Limit for your Account in your approval email and in the Important Disclosures.
We will disclose your then-current Credit Limit and amount of credit available to you
(“Available Credit”) on each monthly statement. We may increase or decrease your Credit
Limit at any time, on our own initiative or at your request (if we elect to approve such
request). We will provide any notice required by applicable law if we take any adverse action
on your Account.

b. At any time, except as noted in the next sentence, your Available Credit equals the excess (if

any) of your Credit Limit over the outstanding balance associated with your Account
(including principal, and interest charges) (the “Account Balance”). However, if you pay all
or any part of your Account Balance before the end of your billing cycle, such payment
may not replenish your Available Credit until the later of the first day of your next billing
cycle and the day we determine that the payment has been made with sufficient funds.
You agree not to attempt any transaction using your Card that would exceed your Available
Credit. For purposes of determining your Available Credit, we do not give effect to any
payment prior to the time we determine that the payment has been made with sufficient
funds. Depending on your payment method, this may take up to seven (7) Business Days.

We may also undo the effect of any payment if your financial institution subsequently
reverses the payment. We are not required to approve any Card transaction if the amount of
the transaction exceeds your Available Credit, but we may authorize and pay any such
transaction in our absolute discretion.  If we permit a transaction that causes an over-limit
condition, it does not mean that we will do so again in the future.  Whenever the
outstanding balance of the Account exceeds your Credit Limit, you agree to pay us the
difference on demand unless and to the extent that we have reduced your Credit Limit
below your pre-existing balance prior to the reduction.

c. We may, periodically, evaluate your Account to determine whether your Account is eligible
for an increase in Credit Limit based on certain factors, which could include but are not
limited to: (i) your history of on-time payments; (ii) whether the Account is or has been over
the Credit Limit; (iii)whether or not the Account is currently or has been restricted from
charging privileges; and (iv) whether or not you have closed the Account or have filed for
bankruptcy.

6. Cash Advance Limit

Your Account is subject to a Cash Advance limit equal to 10% of your total Credit Limit (“Cash
Advance Limit”). This means we will not honor Cash Advance transactions that would cause the
total amount of outstanding and unpaid Cash Advances to exceed 10% of your Credit Limit at
that time. The amount of this Cash Advance Limit will remain the same during your billing cycle,
even if you make payment toward your Cash Advance prior to the end of your billing cycle.
Additionally, you may not make Cash Advance transactions that exceed $1,000 in any given day.

7. Monthly Statements

We will send you a monthly statement electronically or by mail shortly after the end of each
monthly billing cycle with any activity, fee or interest charge or an ending debit or credit balance
in excess of $1.00, or as otherwise required by applicable law. However, we are not obligated to
send you a monthly statement if we deem your Account to be uncollectible or applicable law
does not require us to send you a monthly statement for other reasons. Your monthly
statements will show: the outstanding balance at the start and end of the billing cycle (the
“Previous Balance” and “Statement Balance,” respectively); purchases; payments, credits and
adjustments; interest charges and fees; your Credit Limit and Available Credit; the Minimum
Payment Due and Payment Due Date; and any other information required by law or that we
deem appropriate.

8.

Interest Charges

a. General. We use the average daily balance (“ADB”) method (including new transactions) to
calculate your interest charges. We calculate the interest charge for each type of balance on
your Account by applying the Daily Periodic Rate (as defined below) to the ADB. Then we
multiply this amount by the number of days in the billing cycle.

Interest charge = Daily Periodic Rate x ADB x number of days in the billing cycle.

The ADBs for purchases and Cash Advances are calculated separately, starting with the
beginning balance on the first day of each billing cycle. The beginning balance on the
first day of the billing cycle is the prior billing cycle’s ending balance, which includes any
applicable unpaid fees posted to your Account in the prior billing cycle.

To get the ADB for each type of balance, we take the beginning balance each day and
add any new transactions. Then, we subtract any payments or credits credited toward
the principal of that type of balance, as well as all fees and unpaid interest, and any
Rewards Charges. This gives us the daily balance. Transactions subject to a grace period
are not added to the daily balances. Any daily balance that is less than zero will be
treated as zero. Then, we add up all the daily balances for the billing cycle. We divide
this amount by the number of days in the billing cycle. This gives us the ADB.

ADB = sum of daily balances ÷ number of days in the billing cycle.

b. Grace Period for Purchases.

i.

Initial Grace Period for Purchases included in the Statement Balance: Your Account starts
with a grace period for purchases included in the Statement Balance. You can retain this
grace period for purchases included in the Statement Balance by always paying your
Statement Balance in full by its corresponding Payment Due Date.

ii. Losing the Grace Period for Purchases included in the Statement Balance: Your Account

will lose the grace period for purchases included in the Statement Balance if you pay less
than the full amount of the Statement Balance by its corresponding Payment Due Date.
You will not pay interest on the portion of purchases in the Statement Balance that you
paid during the month in which you lose your grace period.

iii. Regaining the Grace Period for Purchases included on the Statement Balance: If your

Account has lost its grace period for purchases included in the Statement Balance, you
can regain it after you have paid the Statement Balance in full by its corresponding
Payment Due Date for two billing cycles. You will then only maintain the grace period for
purchases included in the Statement Balance in the following and each and every
subsequent month by paying the Statement Balance in full by its corresponding Payment
Due Date.

c.

Interest Rates.

i. The Daily Periodic Rate for each type of balance equals the applicable APR for that

balance on that day divided by 365 (or 366 in leap years), truncated at the 10th decimal
place (such balance’s “Daily Periodic Rate”).

ii. The APR each billing cycle equals the sum of the margin shown on the Important

Disclosures and the WSJ Prime Rate, determined as of the second Business Day (defined
below) of the same month in which your billing cycle closes (the “Determination Date”).
Accordingly, the APR (and Daily Periodic Rate) may vary. The “WSJ Prime Rate” is the
highest U.S. Prime Rate as published in the “Money Rates” section of the WSJ on the
Determination Date (or if the WSJ does not publish such rate on such day, the latest
prior day it does publish such rate). (If the WSJ stops publishing the U.S. Prime Rate in its
“Money Rates” section, then we may substitute another index and margin, in our sole
discretion, subject to applicable law.) Notwithstanding the foregoing, the APR and Daily
Periodic Rate will never exceed the maximum rates set forth in the Important
Disclosures, if any, or permitted by applicable law. \

iii. Unless you qualify for a grace period (see subsection (b) above), if and when the APR

increases, more interest charges will accrue. Assuming equal rates of spending, this will
result in higher and/or more payments if you pay the Minimum Payment Due each
month. Unless you qualify for a grace period, if and when the APR decreases, less
interest charges will accrue. Assuming equal rates of spending, this will result in lower
and/or fewer payments if you pay the Minimum Payment Due each month.

d.

Interest Accrual Periods. We charge interest charges over the following periods:

i. We will begin charging interest on each Cash Advance on the transaction date of such
Cash Advance. You cannot avoid interest on Cash Advances by paying the Statement
Balance in full by the Payment Due Date.

ii.

iii.

If you get a grace period for purchases in the billing cycle in which the purchase is posted
to the Account (the “Purchase Cycle”) and for the next billing cycle (the “Next Cycle”),
we charge no interest on purchases at all.

If you get a grace period for the Purchase Cycle but not for the Next Cycle, we charge
interest charges from the first day of the Next Cycle through the earlier of: (1) the day
the purchase is repaid in full; or (2) the day before the beginning of the first billing cycle
that comes after the Next Cycle and for which you get a grace period (the “Interest End
Date”).

iv.

If you do not get a grace period for the Purchase Cycle, we charge interest charges from
the day the purchase is posted to the Account through the Interest End Date.

e. Minimum Interest Charge. If you are charged interest in a billing cycle, the charge will be no

less than $0.50 on purchases and Cash Advances.

f.

Limits on Interest and Charges. It is not our intent to charge or collect any interest or other
amounts in excess of the amount permitted by applicable law. If any interest charge, fee or
other amount is finally determined to be in excess of the amount permitted by applicable

law, we will credit the excess amount against the outstanding balance in your Account or
refund it to you.

9. Fees

We will charge the following fees, subject to applicable law:

a. Annual Fee. None.

b. Late Payment Fee. If we do not receive the Minimum Payment Due on your Account by the
Payment Due Date (a “Late Payment”), we will charge a Late Payment Fee of $20 for the first
occurrence and each subsequent Late Payment (the “Late Payment Fee”). However: (a) the
Late Payment Fee will not exceed the Minimum Payment Due immediately prior to the
assessment of the fee; and (b) we will not charge you more than a single Late Payment Fee
with respect to the same minimum Payment Due. We reserve the right to not assess a Late
Payment Fee on certain Accounts as we deem appropriate.

c. Returned Payment Fee. We will charge you a Returned Payment Fee if any payment on your
Account is returned for any reason. The fee for your first returned payment will be $25, and
if you have a second returned payment within the next six (6) billing cycles, the fee for your
second (and each subsequent) returned payment will be $35 (the “Returned Payment Fee”).
However: (a) the Returned Payment Fee will not exceed the Minimum Payment Due
immediately prior to assessment of the Fee and will not exceed the amount of the returned
payment; and (b) we will not charge you more than a single Returned Payment Fee with
respect to the same Minimum Payment Due.

d. Cash Advance Fee. For each Cash Advance, we will charge a fee of either $10 or 3% of the

amount of the Cash Advance, whichever is greater. The Cash Advance Fee is not treated as a
transaction and will not be added to your Cash Advance balance.

e. Card Replacement Fee. If you request a Card replacement more than twice in a 12-month
period, we will charge a $20 Card replacement fee for the third (and, as applicable, each
subsequent) replacement requested in that 12-month period.

10. Payments

a. Each month, you must pay at least the Minimum Payment Due shown on your monthly
statement by the “cut-off time” on the Payment Due Date shown on your monthly
statement. The Payment Due Date will be at least 25 days after the date of the monthly
statement and will typically be on the same day of each calendar month. However, if the
Payment Due Date falls on a day we do not receive mail, including weekends or federal
holidays (a “Non-Business Day”), we will not treat your payment as late for any purpose if
we receive it by the cut-off time on the next day we receive mail (a “Business Day”). The
“cut-off time” is 5:00 p.m. Eastern Time for payments made online through the Gemini

Website or Gemini Mobile or over the phone or 8:00 p.m. Eastern Time if you mail-in a
payment by check or money order.

b.

If the Statement Balance shown on your monthly statement for a billing cycle
(the “Statement Cycle”) is less than $25.00, the minimum payment due (the “Minimum
Payment Due”) in the next billing cycle equals such Statement Balance. Otherwise, the
Minimum Payment Due equals the greater of:

i. $25.00; and
ii. The sum of (A) 2.5% of such Statement Balance (excluding any interest charges and fees
and any Rewards Charges), (B) interest charges and fees for the Statement Cycle; (C) any
Rewards Charges; (D) any amount over the credit limit; and (E) any past due amounts

c. You agree to make all payments in U.S. dollars in accordance with our instructions online on
the Gemini Website or Gemini Mobile, by phone or by a check or money order drawn on a
financial institution located in the United States. Cash payments, payments by another
credit cards, and automated clearing house authorizations should not be sent by mail and
will not be accepted. All payments by check or money order must be mailed or delivered to
us at the payment address shown on the front of your monthly statement. Any such
payments by check or money order received after the cut-off time on a Business Day or
received on a Non-Business Day will be credited on the next Business Day, but we will not
treat a payment credited the next Business Day as late for any purpose.  However, credit to
your Account may be delayed for up to five (5) days if we accept a check or money order
that is not:

i. Received by mail or messenger service at the payment address on your monthly

statement; or

ii. Accompanied by the bottom portion of your monthly statement.

Delayed crediting may cause you to incur additional interest charges, subject to
applicable law.

d. Subject to applicable law, we may apply payments and other credits to your Account in any
manner we choose in our sole discretion. We will usually apply the Minimum Payment Due
first to interest charges, fees, and any Rewards Charges, and then to balances. Although
your Minimum Payment Due will be applied in any order at our discretion, payments in
excess of the Minimum Payment Due will be applied to balances with the highest APR first
and then to lower rate balances in descending order of APR. This means that balances with
higher APRs are reduced before balances with lower APRs for any amount of your payment
that is in excess of your Minimum Payment Due.

e. All credits for payments to your Card are subject to final payment by the institution on

which the payment item was drawn. Depending upon the type of payment you make, this
may take up to seven (7) Business Days after we receive a payment.

f.

You agree not to send us payments marked “paid in full,” “without recourse” or with similar
language. If you send such a payment, we may accept it without losing any of our rights
under this Agreement, including our right to collect the full amount owed by you.  All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in full” of the
amount owed or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount, must be mailed or delivered to the Notice Address (as defined in
Section 16), Attn: Disputed Payments.

11. Suspension or Termination

Subject to applicable law and the limitations further described in the State Notices set forth in
Exhibit C, we may suspend, revoke, close or cancel your Account privileges, your right to use the
Card or deny any transaction, in our sole discretion at any time, with or without cause and with
or without giving you notice. Any termination of credit privileges, whether initiated by us or by
you, will not affect any of our rights or your obligations under this Agreement, including your
obligation to repay any amounts you owe us according to the terms of this Agreement. On our
demand or upon termination of credit privileges, you agree to surrender to us or destroy the
Card. If you attempt to use the Card after the termination of credit privileges (whether or not
we have provided notice of such termination), the Card may be retained by a merchant, ATM or
ﬁnancial institution where you attempt to use the Card.

12. Events of Default

Subject to applicable law, we may consider your Account in default under this Agreement at any
time if: (a) you fail to pay at least the Minimum Payment Due on or before the Payment Due
Date; (b) you attempt to or do exceed your Credit Limit; (c) you make a payment that is
dishonored or reversed; (d) your Gemini Trust account is no longer in good standing, including
as a result of you not being in full compliance with the terms of the Gemini Trust User
Agreement; (e) you die or are declared legally or mentally incompetent; (f) a petition is ﬁled or
other proceeding is commenced by or against you under the Federal Bankruptcy Code or any
other federal or state insolvency laws; (g) you become insolvent or unable to pay your debts; (h)
you provide us with any false or misleading information; (i) you breach any term under this
Agreement; or (j) we have any reason to believe you are unwilling or unable to pay your debts.

13. Remedies

In the event of your default under this Agreement, we may, subject to applicable law (including
any applicable notice requirement): (a) declare all or any portion of your Account Balance to be
immediately due and payable; (b) instead allow you to repay your Account Balance by paying
the Minimum Payment Due each billing cycle, without waiving any rights under subsection (a);
(c) terminate or suspend your Account and/or your ability to make additional transactions using
the Account; (d) reduce your Credit Limit; and/or (e) commence a collection action against you
and charge you for any court costs and/or any reasonable attorneys’ fees and costs we are
charged in connection with such action by any attorney who is not our salaried employee. After

a default, interest charges will continue to accrue until your total Account Balance, including
accrued interest charges, is paid in full, subject to applicable law.

14. Delay in Enforcement

We may at any time and in our sole discretion delay or waive enforcing any of our rights or
remedies under this Agreement or under applicable law without losing or otherwise forfeiting
any of those or any other rights or remedies. As a result, even if we do not enforce our rights or
remedies at any one time, we may enforce them at a later date. For example, we may accept
Late Payments or payments that are marked “payment in full” or with other restrictive
endorsements without losing any of our rights under this Agreement.

15. Communications and Call Recording

To the extent permitted by applicable law, you authorize us and Gemini Constellation, in its
capacity as our service provider, and each of our and/or Gemini Constellation’s joint or
independent affiliates, agents, assigns, and service providers (collectively, the “Messaging
Parties”), to use automatic telephone dialing systems, artificial or prerecorded voice message
systems, text messaging systems and automated email systems, or any system capable of
storing and dialing telephone numbers to deliver messages relating to this Agreement, your
Account, or your relationship with the Messaging Parties more generally (including but not
limited to: messages about upcoming Payment Due Dates, missed payments and returned
payments) to any telephone number(s) you provide to the Messaging Parties. You also agree
that these messages may deliver prerecorded and/or artificial voice messages. You understand
that telephone messages may be played by a machine automatically when the telephone is
answered, whether answered by you or someone else, and that these messages may also be
recorded by your answering machine. You also authorize the Messaging Parties to deliver
messages to you via mail or email at any addresses you supply to them or that they obtain
through any legal means.

You understand that anyone with access to your mail, telephone or email account may listen to,
read, or otherwise access the messages the Messaging Parties leave or send you, and you agree
that the Messaging Parties will have no liability for anyone accessing such messages. You further
understand that, when you receive a telephone call, text message or email, you may incur a
charge from the company that provides you with telecommunications, wireless and/or internet
services, and you agree that the Messaging Parties will have no liability for such charges except
to the extent required by applicable law. You expressly authorize the Messaging Parties to
monitor and record your calls with the Messaging Parties. If any telephone number you have
provided to the Messaging Parties changes, or if you cease to be the owner, subscriber, or
primary user of any such telephone number, you agree to immediately give notice to the
Messaging Party who delivered the messages of such facts so that the Messaging Party can
update its records.

This authorization is part of our bargain concerning this Agreement, and we do not intend it to
be revocable. However, to the extent you have the right to revoke your consent to

communications by autodialed calls and text messages to your mobile number under applicable
law, you may exercise this right by contacting the applicable Messaging Party directly or by
calling customer support at 1-877-725-1116.

16. Notices and Change in Information

All notices to us must be sent to Gemini Constellation, LLC, 315 Park Avenue South, 16 Floor
Mailroom, NY, NY 10010, or such other address we subsequently provide you (the “Notice
Address”), Attn: Notices (or as otherwise set forth in this Agreement). To the extent permitted
by applicable law, any notice you send us will become effective after we have received it and
had a reasonable opportunity to act on such notice. Any written or electronic correspondence
we send to you will become effective when we send it to you at your mail address (or your
email address if you have authorized electronic communications), in each case as it appears on
our records. All bankruptcy notices and related correspondence to us may be sent to Gemini
Constellation at the Notice Address, Attn: Bankruptcy Notice. You must notify us of any changes
to your name, mailing or email address, or cell phone number within fifteen (15) days of such
change. You must notify us of changes to your mailing, email address or cell phone number by
updating such information on the Gemini Website or Gemini Mobile. You must notify us of
changes to your name by writing to Gemini Constellation at the Notice Address, Attn: Name
Change.

17. Access to Financial Data

While the Account is open, you must provide Gemini Constellation and their service providers
access to your Gemini Trust account.

18. Credit Reporting

You authorize us to obtain information from you and to make whatever inquiries we consider
necessary and appropriate (including requesting consumer reports from consumer reporting
agencies and balance and transaction data from Gemini Trust) in considering your Application
and for any lawful purpose, including any updates, renewals or extensions of credit, reviewing
or collecting your Account or determining your eligibility for the Account or for future credit or
other offers that we believe may be of interest to you. Upon your request to us, we will inform
you of the name and address of any consumer reporting agency that provides us a consumer
report relating to you. We may also furnish information concerning you and your Account to
other creditors, other financial institutions, and credit bureaus. Late Payments, missed
payments, returned payments or other defaults on your Account may be reflected in your
credit report.

19. Inaccurate Information

You have the right to dispute the accuracy of information we have reported to a credit bureau. If
you think any information about your Account that we have reported is incorrect, please write

to Gemini Constellation at the Notice Address, Attn: Credit Reporting. Include your name,
address, Account Number, phone number and a brief description of the issue. If available,
please include a copy of the credit report in question. You may also contact us at the email on
your statement. We will research your issue and will let you know if we agree or disagree with
you. If we agree with you, we will contact the consumer reporting agency we reported to and
request a correction.

20. Identity Theft

If you believe that you have been the victim of identity theft in connection with your Account or
in connection with any other loan or extension of credit made by us, you can request an Identity
Theft Form by calling toll free 1-877-725-1116 or writing to Gemini at the Notice Address, Attn:
Identity Theft, to request an Identity Theft Affidavit. You should send us a police report and
written statement in the form we provide you alleging that you are the victim of identity theft
for a specific debt. Once we receive your documentation, we will cease debt collection activity
until we have reviewed the materials, determined that the debt is still collectible, complied with
all obligations described in the Billing Rights Notice below and sent you a written notice
describing the basis for our determination.

21. Military Lending Act

Federal law provides important protections to members of the Armed Forces and their
dependents (together “Covered Borrowers”) relating to extensions of consumer credit. In
general, the cost of consumer credit to a Covered Borrower may not exceed an APR of 36%. This
rate must include, as applicable to the credit transaction or account, the costs associated with
credit insurance premiums, fees for ancillary products sold in connection with the credit
transaction, any application fee charged (other than certain application fees for specified credit
transactions or accounts) and any participation fee charged (other than certain bona fide and
participation fees for a credit card account). Members of the Armed Forces and their
dependents may hear important disclosures and payment information about this Agreement
and additional information about whether these protections apply to them by calling this
toll-free number: 1 866-333-6552.

22. Lost or Stolen Cards

If your Card is lost or stolen or if you think someone may be using your Card or Account without
your permission, you must notify us promptly by reporting it lost or stolen on the Gemini
Website or Gemini Mobile or by calling 1-877-725-1116. You will not be liable for any
unauthorized use that occurs after you notify us. You may, however, be liable for unauthorized
use that occurs before receipt of your notice by us.

23. Governing Law

Except as provided in the Arbitration Clause below, this Agreement and your Account are
governed by federal law and, to the extent state law applies, the laws of the State of Utah
without regard to its conflicts of law principles.

24. Severability

Subject to the Arbitration Clause: (a) if any part of this Agreement conflicts with applicable law,
that law will control, and this Agreement will be considered changed to the extent necessary to
comply with that law; and (b) if any part of this Agreement is determined by a court of
competent jurisdiction to be invalid, the remainder of this Agreement will remain in effect.

25. Bankruptcy

You promise that you are not a debtor under any proceeding in bankruptcy, have not consulted
a bankruptcy attorney in the past six (6) months and have no current intention of filing a
petition for relief under the United States Bankruptcy Code. All bankruptcy notices and related
correspondence to us must be sent to Gemini Constellation at the Notice Address, Attn:
Bankruptcy Notice.

26. Notice and Cure

Prior to initiating a lawsuit or arbitration regarding a legal dispute or claim relating in any way to
this Agreement, the Account or the Card (a “Claim”), the party asserting the Claim (the
“Claimant”) must give the other party (the “Defending Party”) written notice of the Claim (a
“Claim Notice”) in accordance with the notice provisions of this Agreement (see Section 16).
Any Claim Notice you send must be addressed to Gemini at the Notice Address, Attn: Legal
Claim, and must provide your Account Number and phone number. Any Claim Notice must
explain the nature of the Claim and the relief that is demanded. The Claimant must reasonably
cooperate in providing any information about the Claim that the Defending Party reasonably
requests and must give the Defending Party a reasonable opportunity, not less than thirty (30)
days, to resolve the Claim on an individual basis.

27. Waiver of Right to Class Actions

NO CLASS ACTIONS. UNLESS YOU ARE A COVERED BORROWER, YOU AGREE AND
ACKNOWLEDGE THAT PURSUANT TO UTAH CODE ANN. §70C-4-105 YOU ARE WAIVING YOUR
RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION RELATED TO THIS AGREEMENT.

28. Waiver of Right to Trial by Jury

YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL
RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY
LAW, AND UNLESS YOU ARE A COVERED BORROWER, YOU AND WE KNOWINGLY AND
VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING

OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR
BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION CLAUSE, WHICH
CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.

29. Entire Agreement

This Agreement constitutes the entire agreement between you and us with respect to the
Account and the Card. This Agreement supersedes and may not be contradicted by evidence of
any prior or contemporaneous written or oral communication or understanding between you
and us concerning the Account or the Card.

30. Customer Privacy

Our privacy notice is provided separately in accordance with applicable law and can be viewed
online at https://www.gemini.com/legal/webbank-consumer-privacy-notice , and the Gemini
Constellation privacy policy is provided separately in accordance with applicable law and can be
viewed online at https://www.gemini.com/legal/privacy-policy (collectively, the “Privacy
Policy”).

31. Language

You agree that you can understand English-language communications and agree that the
English-language version of all communications will be binding. The section headings and
descriptions in this Agreement are for convenience only and do not in any way limit or define
your or our rights or obligations in this Agreement. As used in this Agreement, the term
“including” means “including, but not limited to.”

32. Assignment

We may at any time and without notice to you, sell, pledge or transfer this Agreement or any
Account Balance to any party at any time. If we do so, then the purchaser, pledgee or transferee
will succeed to all our applicable rights and responsibilities. You may not sell, assign or transfer
this Agreement or any of your rights and obligations under this Agreement. Any attempted sell,
assignment or transfer by you without our prior written consent will be null and void.

33.Change of Terms

Subject to applicable law, we may at any time change, add to or delete terms and conditions of
this Agreement, including interest rates, fees and charges. Such changes may be based on our
anti-fraud policies and procedures, your level of compliance with this Agreement, your credit
score, other information contained in your credit report, prevailing economic conditions and/or
any other factors. We will give you notice of any change, addition or deletion as required by
applicable law. As of the elective date, the changed terms, at our option, will apply to new
purchases and the outstanding balances of your Account, to the extent permitted by applicable

law. No change to any term of this Agreement will affect your obligation to pay in full all
amounts due and owing under this Agreement or otherwise perform the terms and conditions
of this Agreement.

34. Special Offers and Payment Plans

At our discretion, we may make special offers to you at any time. Such offers may apply to all
purchases or balances on your Account, or only to some purchases or balances. We will provide
to you the terms of any special offer and tell you how they differ from this Agreement. Except as
provided in any special offer, the rest of this Agreement will still apply to your Account. These
offers may include payment plans and skip payment offers. We may make special offers to
certain cardholders and not others based on eligibility criteria established in our sole discretion.
The availability of such an offer to certain cardholders shall not require that the offer be made
available to all cardholders.

35. Pre-authorized Recurring Merchant Transactions

You may authorize a merchant to automatically initiate a transaction on a recurring basis to your
Account. Upon the issuance by us of a new Card with a new Account number or expiration date,
you may need to provide the merchant with such updated information in order to continue the
recurring transactions; however, you authorize us to provide updated information to the
merchant at our discretion. You must contact the merchant if you want to cancel automatic
billing.

36.Check Conversion Notification; Electronic Check Re-Presentment

If you provide a check as payment, you authorize us either to use information from your check
to make a one-time electronic fund transfer from your bank account or to process the payment
as a check transaction. When we use information from your check to make an electronic funds
transfer, funds may be withdrawn from your bank account as soon as the same day we receive
your payment, and you will not receive your check back from your financial institution. In the
event a check is returned unpaid for insufficient or uncollected funds, we may re-present the
check electronically.

37. Foreign Currency Transactions

If you make a transaction using your Account in a foreign currency (including, for example,
online purchases from a merchant located outside of the U.S.), the credit card association will
convert any transaction in foreign currency into U.S. dollars using an exchange rate for the
applicable central processing date that is (1) selected by the association from the range of rates
available in wholesale currency markets, which rate may vary from the rate the association
receives, or (2) the government mandated rate. The conversion rate you get may differ from the
rate on the transaction date or the posting date, and from the rate that the credit card

association gets. A merchant or other third party may convert a transaction into U.S. dollars or
another currency, using a rate they select, before sending it to the credit card association.

38. Headings

The section headings of this Agreement are inserted only for convenience and are in no way to
be construed as substantive parts of this Agreement.

Exhibit A: Arbitration Clause
Mandatory Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

UNLESS YOU TIMELY REJECT THIS ARBITRATION PROVISION UNDER PARAGRAPH (c) BELOW, IT
LIMITS YOUR RIGHTS IF A DISPUTE ARISES BETWEEN YOU AND US (AS DEFINED BELOW). IT
ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED
WITH ANY DISPUTE INDIVIDUALLY AND NOT AS A PART OF A CLASS OR COLLECTIVE ACTION.

a.

If a dispute arises, it will, at the sole election of you or us, be resolved by final, binding
Arbitration, unless you have timely rejected this Arbitration Provision as provided in
paragraph (c) below.

b. Certain words have specific meanings as they are used in this Arbitration Provision.  This

paragraph identifies those words and states their meanings.

● Arbitration:  An out-of-court proceeding in which an impartial third party will render a
final and binding resolution to the Dispute without a jury and following different rules
than a court.

● Arbitration Provision:  This Exhibit A.

● Dispute:  Any unresolved claim, dispute, or controversy between you, on the one hand,
and us (as defined below), on the other hand.  Dispute includes any unresolved claim,
dispute, or controversy arising from or relating to (i) the application for and origination
of your Account, (ii) your Account; (iii) your Card, (iv) this Agreement, (v) any servicing of
your Account, (vi) advertisements, promotions or statements related to this Agreement,
your Account, your Card or any products or services provided by us, (vii) any goods or
services you purchase using your Account or Card, (viii) credit bureau reporting or debt
collection on or related to your Account, (ix) your access to and use of your Account or
Card from or using any products or services provided by us, (x) your relationships with us
, or (xi) any products or services provided by us. Dispute also includes any unresolved
claim, dispute or controversy about the applicability, validity or enforcement of this
Arbitration Provision, except as set forth in paragraph (g) below.  Dispute does NOT
include a claim, dispute or controversy that falls within the jurisdiction of a small claims
court, so long as the controversy remains in that court and no claim is asserted on a
class, representative, or collective basis.  With that exception, the term “Dispute” is to
be given the broadest possible interpretation that is enforceable.

● Gemini-Related Party: The Gemini -Related Parties under this Arbitration Provision

include (i) Gemini Constellation, LLC, (ii) Gemini Constellation, LLC’s affiliates, parents,
subsidiaries, employees, dealers, and dealers’ employees, (iii) any seller of goods or
services you purchase using your Account, (iv) any originator or later holder of this

Agreement or any interest in your Account, and (v) any originator or later purchaser,
holder, or assignee of any receivables arising under your Account.

● “We,” “us,” and “our,” solely for purposes of this Arbitration Provision, mean, in addition
to the Bank, (i) the Bank’s successors, assigns, parents, subsidiaries, officers, directors
and employees; (ii) Gemini-Related Parties as above defined; and/or (iii) any third party
providing any goods and/or services in connection with this Agreement, if you name that
third party and us as defendants in a single proceeding.  All of the foregoing persons and
entities are third-party beneficiaries entitled to elect to enforce this Arbitration
Provision.

c. You may reject this Arbitration Provision by sending a notice to Gemini Constellation, LLC,

315 Park Avenue South 16 Floor Mailroom NY, NY 10010, Attn: Arbitration Rejection Notice,
stating that you reject the Arbitration Provision.  The notice must state your full name,
address, email address, telephone number, and either your Account or social security
number.  The notice may be post-marked or received at the above address no later than 30
days after you applied for the Account.  You cannot reject this Arbitration Provision by any
other means. If you reject this Arbitration Provision, that will not affect any other provision
of the Agreement.

d. The party initiating Arbitration shall do so with Judicial Alternatives and Mediation Services
(“JAMS”). If JAMS cannot administer the arbitration and the parties have not been able to
agree in writing on a substitute, a court with jurisdiction will select the administrator or
arbitrator, who must agree to abide by the terms of this Arbitration Provision. The
Arbitration will be conducted according to, and at the place specified by, the arbitration
administrator’s consumer or streamlined arbitration rules, except to the extent those rule
conflict with this Arbitration Provision or the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et
seq. If you have questions regarding JAMS or wish copies of their arbitration rules, call JAMS
at 1(800) 352-5267 or access its website, www.jamsadr.com.

e.

If we initiate Arbitration, we will pay all of the administrator’s filing costs and administrative
fees. If you initiate Arbitration, the administrator’s rules will determine who pays filing costs
and administrative fees, unless those rules conflict with applicable law.

f. An arbitrator’s final award shall be final and binding and may be confirmed or vacated in any

court of competent jurisdiction pursuant to the FAA. Any awards, findings of fact, or
conclusions of law made in an Arbitration will be made for the purposes of only that
Arbitration and may not be used (i) by or on behalf of any other person or entity or (ii) for
preclusive or res judicata effect in any other Arbitration, litigation (including if only a portion
of a dispute with you can be compelled to Arbitration), or other proceeding involving you or
us.

g. NO PARTY MAY ARBITRATE A DISPUTE ON BEHALF OF OTHERS, ON A CLASS,

REPRESENTATIVE, OR COLLECTIVE BASIS, AS A PRIVATE ATTORNEY GENERAL, OR ON
BEHALF OF THE GENERAL PUBLIC OR AS A CLAIM FOR PUBLIC INJUNCTIVE RELIEF, EVEN IF

THE DISPUTE WAS FILED IN COURT ON THAT BASIS. Moreover, no party may join,
consolidate, or otherwise bring claims for or on behalf of any other individual or entity in
the same Arbitration unless those individuals or entities are parties to a single transaction,
unless all parties otherwise agree in writing.  Any Arbitration award will determine only the
rights and obligations of the parties to the Arbitration, not anyone else, and will provide any
remedy or basis for relief only for the benefit of a party to the Arbitration, not anyone else.
No administrator or arbitrator may waive, modify, or fail to enforce this paragraph (g); any
attempt to do so will be void and unenforceable.  Any challenge to the enforceability of this
paragraph (g) will be determined by a court only, not an administrator or arbitrator.

h. This Arbitration Provision is made pursuant to a transaction involving interstate commerce
and shall be governed by and enforceable under the FAA. The arbitrator(s) will apply
substantive law consistent with the FAA and applicable statutes of limitations and privileges.
The arbitrator(s) may award damages or other types of relief permitted by applicable law,
except as provided in paragraph (g). The arbitrator will not be bound by rules of procedure
and evidence that would apply in a court. The arbitrator will take steps to reasonably
protect confidential information.

i.

j.

This Arbitration Provision will survive (i) suspension, termination, revocation, closure, or
amendments to this Agreement, the Account, and your relationships with us; (ii) the
bankruptcy or insolvency of any party or other person; and (iii) any transfer, sale or
assignment of the Account or this Agreement, or any interest in, or receivables arising
under, the Account or this Agreement, to any other person or entity.

If any portion of this Arbitration Provision is held to be invalid or unenforceable, the
remaining portions shall nevertheless remain in force, subject to two exceptions: (i) if a
determination is made that paragraph (g) of this Arbitration Provision is unenforceable, and
that determination is not reversed on appeal, then the Arbitration Provision (except for this
sentence) shall be void in its entirety; and (ii) if a court determines that a public injunctive
relief claim may proceed notwithstanding paragraph (g) of this Arbitration Provision, and
that determination is not reversed on appeal, then the public injunctive relief claim will be
decided by a court, any individual claims will be arbitrated, and the parties will ask the court
to stay the public injunctive relief claim until the other claims have been finally concluded.

UNLESS YOU TIMELY REJECT ARBITRATION UNDER PARAGRAPH (c) OF THIS ARBITRATION
PROVISION, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE OUR RIGHT TO LITIGATE
DISPUTES IN COURT BEFORE A JUDGE OR JURY, IF YOU OR WE ELECT ARBITRATION.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY
OTHER REASON LITIGATION PROCEEDS IN COURT THEN YOU AGREE THAT YOU AND WE TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY
IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING US HERETO.

Exhibit B: Billing Rights Notice
Your Billing Rights - Keep This Document for Future Use.

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find a Mistake on Your Statement.

If you think there is an error on your statement, write to Gemini at Gemini Constellation, LLC,
Attn. Statement Dispute, 315 Park Avenue South, 16 Floor Mailroom, NY, NY 10010.

In your letter, give us the following information:

● Account information: Your name and account number.
● Dollar amount: The dollar amount of the suspected error.
● Description of problem: If you think there is an error on your bill, describe what you

believe is wrong and why you believe it is a mistake.

You must contact us:

● Within sixty (60) days after the error appeared on your statement.
● At least three (3) Business Days before an automatic payment is scheduled, if you want

to stop payment on the amount you think is wrong.

You must notify us of any potential errors in writing. You may call us, but if you do we are not
required to investigate any potential errors and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter.

When we receive your letter, we must do two things:

1. Within thirty (30) days of receiving your letter, we must tell you that we received your

notice. We will also tell you if we have already corrected the error.

2. Within ninety (90) days of receiving your letter, we must either correct the error or

explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

● We cannot try to collect the amount in question, or report you as delinquent on that

amount.

● The charge in question may remain on your statement, and we may continue to charge

you interest on that amount.

● While you do not have to pay the amount in question, you are responsible for the

remainder of your balance.

● We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

● If we made a mistake: You will not have to pay the amount in question or any interest or

other fees related to that amount.

● If we do not believe there was a mistake: You will have to pay the amount in question,

along with applicable interest and fees. We will send you a statement of the amount you
owe and the date payment is due. We may then report you as delinquent if you do not
pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within ten
(10) days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent
without also reporting that you are questioning your bill. We must tell you the name of anyone
to whom we reported you as delinquent, and we must let those organizations know when the
matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you
question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases.

If you are dissatisfied with the goods or services that you have purchased with your credit card,
and you have tried in good faith to correct the problem with the merchant, you may have the
right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1. The purchase must have been made in your home state or within 100 miles of your

current mailing address, and the purchase price must have been more than $50. (Note:
Neither of these are necessary if your purchase was based on an advertisement we
made to you, or if we own the company that sold you the goods or services.);
2. You must have used your credit card for the purchase. Purchases made with cash

advances from an ATM or with a check that accesses your credit card account do not
qualify; and

3. You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact
WebBank c/o Gemini Constellation in writing at Gemini Constellation, LLC, Attn: Purchase
Dissatisfaction, 315 Park Avenue South 16 Floor Mailroom, NY, NY 10010.

While we investigate, the same rules apply to the disputed amount as discussed above. After we
finish our investigation, we will tell you our decision. At that point, if we think you owe an
amount and do not pay, we may report you as delinquent.

Exhibit C: State Notices

Residents of All States: NOTICE TO THE APPLICANT - 1. DO NOT SIGN THIS AGREEMENT
BEFORE YOU READ IT OR IF IT CONTAINS BLANK SPACES. 2. YOU ARE ENTITLED TO A
COMPLETELY FILLED IN COPY OF THIS AGREEMENT AND AN EXACT COPY OF THE PAPER YOU
SIGN. 3. YOU MAY AT ANY TIME PAY MORE THAN THE MINIMUM PAYMENT, OR YOUR ENTIRE
BALANCE IN FULL WITHOUT INCURRING ANY ADDITIONAL CHARGE FOR PREPAYMENT.

Cardmembers: Your signature (including any digital or electronic signature), address and the
date on the application, or other evidence of indebtedness, or your acceptance of this
Agreement through an electronic transmission to us represents your signature, address and the
date on this Agreement, which are incorporated herein by reference.

 Residents of All States, including California, New York, Rhode Island, Utah and Vermont: You
give us and our agents, successors, and assigns permission to access your credit report in
connection with any transaction, or extension of credit, and on an ongoing basis, for the
purpose of reviewing this Account, taking collection action on this Account, or for any other
legitimate purposes associated with this Account. Upon your request, you will be informed of
whether or not a consumer credit report was ordered, and if it was, you will be given the name
and address of the consumer reporting agency that furnished the report. As required by law,
you are hereby notified that a negative credit report reflecting on your credit record may be
submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

 Residents of All States, including Iowa, Maine, Missouri, Nebraska, Oregon, Texas, Utah and
Washington: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.

 California Residents: Married applicants may apply for separate accounts. Applicants may, after
credit approval, use the credit card account up to its credit limit.

 Delaware, Maryland and Oregon Residents: Service charges not in excess of those permitted by
law will be charged on the outstanding balances from month to month.

 Idaho Residents:  We will not seek to collect attorneys’ fees in situations where the principal
balance is $1000.00 or less.

 Illinois Residents: (a) No applicant may be denied a credit card on account of race, color,
religion, national origin, ancestry, age (between 40 and 70), sex, marital status, physical or
mental handicap unrelated to the ability to pay or unfavorable discharge from military service;

 
 
 
 
 
 
 
(b) the applicant may request the reason for rejection of his or her application for a credit card;
(c) no person need reapply for a credit card solely because of a change in marital status unless
the change in marital status caused a deterioration in the person’s financial position; and (d) a
person may hold a credit card in any name permitted by law that he or she regularly uses and is
generally known by, so long as no fraud is intended thereby.

 Maryland Residents: You have the right under Section 12-510 of the Commercial Law Code to
receive an answer to a written inquiry concerning the status of your Account. Finance charges
will be imposed in amounts or at rates not in excess of those permitted by law.

 New Hampshire Residents: You shall be awarded reasonable attorney's fees if you prevail in any
legal action you bring against us or we bring against you. If you successfully assert a partial
defense, set-off or counterclaim against us in an action we bring against you, the court or
arbitrator may withhold from us the entire amount or such portion of the attorney's fees as it
considers equitable. You or your attorney may file a complaint with the New Hampshire
Commissioner of Banking, State of New Hampshire Banking Department, 53 Regional Drive,
Suite 200, Concord NH 03301. Instructions for filing complaints can be found on the
Commissioner's website at www.nh.gov/banking/consumer-assistance/complaint.htm.

 New Jersey Residents: Because certain provisions of the Agreement are subject to applicable
laws, they may be void, unenforceable or inapplicable in some jurisdictions. None of these
provisions, however, is void, unenforceable or inapplicable to New Jersey residents. The section
headings in this Agreement serve as a Table of Contents and not contract terms.

 New York Residents: New York residents may contact the New York State Department of
Financial Services to obtain a comparative listing of credit card rates, fees and grace periods by
calling 1-800-342-3736, or on the web at www.dfs.ny.gov.

 Ohio Residents: The Ohio laws against discrimination require that all creditors make credit
equally available to all creditworthy customers, and that credit reporting agencies maintain
separate credit histories on each individual upon request. The Ohio Civil Rights Commission
administers compliance with this law.

 Washington Residents: In accordance with the Revised Code of Washington Statutes, Section
63.14.167, you are not responsible for payment of interest charges that result solely from a
merchant's failure to transmit to us within seven working days a credit for goods or services
accepted for return or forgiven if you have notified us of the merchant's delay in posting such
credit, or our failure to post such credit to your account within three working days of our receipt
of the credit.

 Married Wisconsin Residents: If you are married: (i) you confirm that this Account is being
incurred in the interest of your marriage or family; (ii) no provision of any marital property
agreement, unilateral statement, or court decree under the Wisconsin Marital Property Act will
adversely affect a creditor's interest unless, before the time credit is granted, the creditor is
furnished a copy of that agreement or decree or is given complete information about the

 
 
 
 
 
 
 
agreement or decree; (iii) you understand and agree that we will provide a copy of this
Agreement to your spouse for his or her information.  If the Account for which you are applying
is granted, you will notify us if you have a spouse by sending your name and your spouse's name
and address to us at Gemini Constellation, LLC, 315 Park Avenue South, 16 Floor Mailroom, NY,
NY 10010.

Married Wisconsin Residents: If you are applying for individual credit or joint credit with
someone other than your spouse, and your spouse also lives in Wisconsin, combine your
financial information with your spouse's financial information.