Cardmember Agreement: Part 1 of 2 

As of: 03/31/2012 

Platinum® Card from American Express for (cid:48)(cid:82)(cid:85)(cid:74)(cid:68)(cid:81)(cid:3)(cid:54)(cid:87)(cid:68)(cid:81)(cid:79)(cid:72)(cid:92)
Issuer: American Express Bank, FSB 

Fees Table 

Fees

Annual Membership Fee  $450 

Transaction Fees 
(cid:2) Foreign Transaction 

 None

Penalty Fees 
(cid:2) Late Payment  

(cid:2) Returned Payment 

Up to $35; however, if you do not pay for two billing periods in a row,  
                  your fee will be $35 or 2.99% of the past due amount, whichever is greater. 
Up to $35

CMAEUAOT0000002  

Page 1 of 2 

How Rates and Fees Work  
Rates for Pay Over Time balances   
Rates 

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

Penalty APR for  
new transactions 

The penalty APR applies to new transactions if: 
(cid:2) you do not pay at least the Minimum Payment 
Due by the Closing Date of the billing period in 
which it is due 3 times in 12 billing periods, 
(cid:2) you do not pay at least the Minimum Payment 
Due by the Closing Date of the billing period in 
which it is due and you still do not pay it by the 
Closing Date of the next billing period, or 

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

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

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

Penalty APR for 
existing balances 

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

Fees

Annual Membership  

Late Payment  

Returned Payment  

This fee is on the Rates and Fees Table on page 1 of Part 1.  We will charge $175 for up to 3 
additional Platinum Cards, $175 for each additional Platinum Card after the first 3, $45 for up to 5 
additional Gold Cards, and $45 for each additional Gold Card thereafter. 

Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement 
before the 20th day after the next Closing Date, the fee is $25. If this happens again within the next 6 
billing periods, the fee is $35 instead. In both cases, if you do not pay the amount past due by the 
following Closing Date, we will charge, in that same billing period, the greater of $35 or 2.99% of the 
amount past due. For each subsequent billing period that an amount past due remains unpaid, the fee 
is the greater of $35 or 2.99% of any amount past due. However, the late fee will not exceed the 
Minimum Payment Due. Paying late may also result in a Penalty APR. See Penalty APR for new 
transactions and Penalty APR for existing balances above. 

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

Returned Check  

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

Statement Copy 

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

Account Re-opening 

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

Foreign Transaction  

 None

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

CMAEUFEEPAPR102 

                              Page 2 of 2 

  
Supplement to the Cardmember Agreement

How Your Reward Program Works

Anniversary Spend Award for the Platinum Card from American Express exclusively for Morgan Stanley

Things you should know
about this program

How do you receive an
Anniversary Spend Award

Receiving your
Anniversary Spend Award

The Platinum Card from American Express
exclusively for Morgan Stanley is only available
to you if you have an eligible brokerage account.

Eligible brokerage account means a
Morgan Stanley Smith Barney brokerage
account held in your name or in the name of a
revocable trust where you are the grantor and

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

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

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

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

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

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

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

An anniversary year is each one year period
following the date your card account was opened.
The $100,000 purchase threshold resets to $0 at
the start of each anniversary year.

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

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

Eligible purchases include purchases made by
both the Basic and Additional Cardmembers on
the card account.

This offer may not be transferred.

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

CMAEUPSP0000229

Page 1 of 1

FDR 996612

Cardmember Agreement: Part 2 of 2

Doc 27303

How Your American Express Account Works

Introduction

About your
Cardmember Agreement

Changing the Agreement

Words we use in
the Agreement

About using your card

Using the card

Promise to pay

Declined transactions

About Pay Over
Time features

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

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

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

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

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

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

Card means any card or other device that we issue to
access your Account. A charge is any amount added
to your Account, such as purchases, fees and interest
charges. A purchase is a charge for goods or services.

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

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

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

You may arrange for certain merchants to charge your
Account at regular intervals. We may (but are not
required to) tell these merchants about your Account
status or changes to your card number or expiration
date. You must notify the merchants directly if you want
them to stop charging your Account.

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

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

We may decline to authorize a charge. Reasons we may
do this include suspected fraud and our assessment of
your creditworthiness. This may occur even if your
Account is not in default.

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

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

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

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

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

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

Page 1 of 6

About your payments

When you must pay

How to make payments

How we apply payments
and credits

Payment of the New Balance is due upon receipt of your
statement. If a statement includes a Pay Over Time
balance, it will show a Minimum Payment Due. In this
case, you must pay at least the Minimum Payment Due
by the Payment Due Date. Each statement also states
the time and manner by which you must make your
payment for it to be credited as of the same day it is
received.

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

U.S. banking system.

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

ment coupon on your billing statement, and

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

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

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

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

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

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

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

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

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

After the Minimum Payment Due has been paid, we ap-
ply payments to the remaining Pay Over Time balance.
When we do this, we apply payments first to the bal-
ance with the highest interest rate and then to balances
with lower interest rates.

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

About your Minimum Payment Due

How we calculate your
Minimum Payment Due

Adjusting your Pay Over
Time Minimum Due

The Minimum Payment Due is the Pay In Full amount plus any Pay Over Time Minimum Due.

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

Pay Over Time New Balance (excluding interest on

     the statement), not to exceed 4% of the Pay Over
     Time New Balance; or
(3) $35.

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

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

EXAMPLE: Pay Over Time Minimum Due

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

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

The highest of the three amounts is $60.00.

So the Pay Over Time Minimum Due is $60.00.

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

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

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

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About interest charges on Pay Over Time balances

When we charge interest

For charges added at your request
We charge interest on charges that are added at your
request to a Pay Over Time balance as of the date the
charge is added. If you pay the Account Total New
Balance on a statement by the Closing Date on the next
statement, then on that next statement we will not charge
interest on any Pay Over Time portion of that Account
Total New Balance.

For charges added automatically
We charge interest on charges that are added
automatically to a Pay Over Time balance beginning on
the transaction date. However, you can avoid paying
interest on those charges as described below.

If you pay the Account Total New Balance on a
statement by the Closing Date shown on the next

statement, then on that next statement we will not
charge interest on those charges.

If you paid the Account Total Previous Balance on a
statement by its Closing Date, and you pay less than
the Account Total New Balance on that statement by
the Closing Date of the next statement, then we will not
charge interest on the portion of automatically added
charges that we apply your payment to. But we will
charge interest on the remaining portion of those
charges.

Also, we will not charge interest on automatically added
charges shown on a statement if the Account Total
Previous Balance on that statement is zero or a credit
balance.

How we calculate interest

We calculate interest for a billing period by first figuring the interest on each balance. Balances within each
feature—such as Select & Pay Later, Sign & Travel and Extended Payment Option—may have different interest
rates.

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

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

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

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

EXAMPLE: Calculating Interest

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

The DPR is 15.99% ÷ 365 days = 0.0438%

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

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

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

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

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

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

Determining the
Prime Rate

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

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

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

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

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Other important information

About Additional
Cardmembers

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

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

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

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

Converting charges made
in a foreign currency

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

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

Changing your billing
address

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

billing statement is available online.

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

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

Closing your Account

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

Cancelling or suspending
your Account

About default

Collection costs

Credit reports

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

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

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

or an affiliate,

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

debts when due.

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

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

We may agree to reinstate your Account after a
cancellation. If we do this, we may:
•  reinstate any additional cards issued on your

Account,

•  charge you any applicable annual fees, and
•  charge you a fee for reinstating the Account.

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

Due immediately, and

• require you to pay your Account balance

immediately.

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

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

You agree that we may give information about your
Account to credit reporting agencies.

We may tell a credit reporting agency if you fail to
comply with any term of this Agreement. This may have
a negative impact on your credit record.

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

Sending you notices

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

We may contact you

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

of customer service or when it is required by law.

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

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Page 4 of 6

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

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

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

How we handle
electronic debits from
your checking account

When you pay us by check, you authorize us to
electronically deduct the amount from your bank or other
asset account. We may process the check electronically
by transmitting to your financial institution:
•  the amount,
•  the routing number,
•  the account number, and
•  the check serial number.

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

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

ExpressPay

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

Privacy Act of 1974 notice

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

Changing benefits

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

Assigning the Agreement

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

Assigning claims

If you dispute a charge with a merchant, we may credit
the Account for all or part of the disputed charge. If we
do so, you assign and transfer to us all rights and claims
(excluding tort claims) against the merchant.

You agree that you will not pursue any claim against
the merchant for the credited amount. And you must
cooperate with us if we decide to do so.

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

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

Governing law

Utah law and federal law govern this Agreement and
your Account. They govern without regard to internal
principles of conflicts of law.

We are located in Utah. We hold your Account in Utah.
We entered into this Agreement with you in Utah.

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Arbitration

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

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

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

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

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

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

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

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

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

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

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

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