Cardholder Account Agreement: Part 1 of 2 

As of: 05/01/2017 

Build Card 
Issuer: Mastercard, Republic Bank & Trust Company 

Rates and Fees Table 

Interest Rates and Interest Charges 

Annual Percentage Rate (APR) for Purchases  29.9 % 

APR for Cash Advances 

Paying Interest 

This APR will vary with the market based on the Prime Rate. 

29.9 % 
This APR will vary with the market based on the Prime Rate. 

There is no grace period. 

Minimum Interest Charge 

If you are charged interest, the charge will be no less than $0.50. 

For Credit Card Tips from the Consumer 

To learn more about the factors to consider when applying for or using a credit card, visit the 

Fees 

Set-up and Maintenance Fees 

NOTICE: Some of these set-up and maintenance fees will be assessed before you begin using 

•  Account Set-up Fee 

•  Membership Fee 

• 

•  Cash Advance 

•  

Penalty Fees 

•  Late Payment 

•  Over-the-Credit Limit 

•  Returned Payment 

fees or charges. 

$53 

$72 

$12 

Either $10 or 3% 

None 

Up to $35. 

None 

Up to $35. 

How We Will Calculate Your Balance: We use a method called “average daily balance (including new purchases)”. 
See your account agreement for more details. 

Billing Rights:  

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Cardholder Account Agreement: Part 2 of 2 

The  following  terms  and  conditions  govern  the  use  of  Customer’s 
MASTERCARD® Build Card Credit Card Account (“Account”) and any Card 
or other Access Device (“Access Device”) issued by Republic Bank & Trust 
Company (“Issuer”).  In this Agreement, Issuer will be referred to as “we”, 
“us” and “our”; Customer will be referred to as “you” and “your”. THIS 
AGREEMENT  CONTAINS AN  ARBITRATION PROVISION,  WHICH  PROVI- 
SION INCLUDES A WAIVER OF THE ABILITY OF THE PARTIES TO LITIGATE 
CLAIMS  IN  COURT,  TO  PARTICIPATE  IN  A  CLASS  ACTION,  TO  PARTIC- 
IPATE IN  ANY  REPRESENTATIVE ACTION,  OR  TO HAVE CLAIMS  HEARD 
BY A JURY.  AS SET FORTH IN THE ARBITRATION PROVISION, YOU MAY 
REJECT THE  ARBITRATION PROVISION WITHOUT  ANY  EFFECT ON  THE 
REMAINDER OF THIS AGREEMENT OR YOUR ABILITY TO MAINTAIN AN 
ACCOUNT OR USE THE CARD. 

1. RESPONSIBILITY. Your application, any Card carrier that we send with 
your Card, any document accompanying an Access Device, any automatic 
payment plan form, any other written  documents (including  any elec- 
tronic record) evidencing any transactions made under your Account or 
signed by you in connection with your Account, any notices that we send 
to you with your Agreement, and/or any special credit terms disclosed 
to you in writing, are part of and incorporated into this Agreement. An 
electronic  record  of  your  request  for  acceptance  of  an  Account  or  the 
consummation of a sales transaction under this Agreement can represent 
your signature of this Agreement.  By signing or permitting others to sign 
the Card or credit application, or by using or permitting others to use the 
Access Device or Account number, you accept these terms and  condi- 
tions and assume responsibility for all credit extended through use of the 
Account, except that your liability for unauthorized use will be limited as 
hereinafter provided. Any Access Device remains our property and shall 
be surrendered upon our request. The Account and its privileges are not 
transferable by you and may be cancelled or revoked or the Credit Limit 
may be reduced or frozen by us at any time for any reason without no- 
tice subject to any legal provisions or requirements under applicable law. 
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 the charge would not cause you to go over your Credit Limit 
and your Account is not in default. We are not responsible for any losses 
you incur if we do not authorize a charge. We have no responsibility for 
the refusal of any seller to honor the Account, or for merchandise or ser- 
vices purchased through the use of the Account, other than as explained 
under Section 20 of this agreement, “Your Billing Rights,” below. Transac- 
tions restricted by the Unlawful Internet Gambling Enforcement Act of 
2006 (UIGEA) are prohibited from being processed through the Account. 

2. UNAUTHORIZED USE, LOSS, OR THEFT. You must notify us of loss, theft 
or unauthorized use of your Account by calling toll-free telephone num- 
ber 1-800-634-9558, or in writing to Customer Service, P.O. Box 9203 Old 
Bethpage,  NY  11804-9203  Attention:  Security  Department.  After  your 
notice of unauthorized use to us, your liability will not exceed $50. We 
may, to the extent allowed under applicable law, increase the limit of your 
liability for unauthorized transactions only if we determine that you were 
grossly negligent or fraudulent in the handling of the Account or Card. 

3. CREDIT LIMIT. We assign a Credit Limit to your Account.  We may make 
part of your credit limit available for cash advances (Cash Advance Limit). 
The Credit Limit and Cash Advance Limit are shown on each billing state- 
ment. You agree to manage your Account so that your Account and cash 
advance balance (including fees and INTEREST CHARGES) are not more 
than  your  Credit  Limit  and  Cash  Advance  Limit.  We may  increase,  de- 
crease, restrict, or cancel your Credit Limit or Cash Advance Limit at  any 

time.  We will notify you of any change as required by applicable law, but 
the change may take effect before you receive the notice. In the event 
you incur charges in amounts exceeding your maximum authorized Credit 
Limit (or Cash Advance Limit), you are responsible to pay such amounts. 
We will not, however, charge you an over the Credit Limit fee. 

4. PAYMENTS. You agree to pay, in accordance with the amounts set forth 
in your billing statements, indebtedness incurred for Purchases, Cash Ad- 
vances, any applicable  INTEREST CHARGE,  the  Account Set-up Fee, the 
Membership Fee, any Late Payment Fee, any Returned Payment fee and 
any other fee imposed from time to time pursuant to these terms and 
conditions.  If  you  are  in  breach of  this  Agreement  or  if  you  default  in  
the performance of this Agreement, all additional costs and expenses in- 
curred by us including reasonable attorney fees will be your responsibility 
to pay to the extent not prohibited by applicable law. Your payments to 
us shall be made in U.S dollars. We may place a reasonable hold on the 
crediting of check payments. 

5. PERIODIC STATEMENT AND PAYMENT SCHEDULE. We will send you a 
statement for each billing cycle in which there is any activity or balance 
on your account, or in which an INTEREST CHARGE has been imposed. 
You must pay at least the Minimum Payment due disclosed on the state- 
ment, which will be all past due amounts, any Membership Fees billed 
monthly, and Additional Card Fee billed monthly, plus the greater of: (i) 
3% of your New Balance plus (a) Late Payment Fees, (b) Cash Advance 
Transaction Fees, and (c) Interest Charges billed during the billing cycle 
for which the Minimum Payment is calculated (as shown on that periodic 
statement) or (ii) $35. If the New Balance is less than $35, the Minimum 
Payment will be the total amount owed. 

The Minimum Payment will be rounded up to the nearest whole dollar 
amount. Payments greater than the Minimum Payment amount or addi- 
tional payments may be made at any time but shall not affect your obliga- 
tion to pay any future or other monthly Minimum Payments. 

You agree to pay at least the Minimum  Payment due that is disclosed 
on  each  billing  statement.  If  you  choose  to  pay  more  than  the  Mini- 
mum Payment that is disclosed on the billing statement, we may deter- 
mine  the  method  for  allocating  that  excess  payment  among  balances 
on your Account, whether those balances  constitute balances for Pur- 
chases, Cash Advances, or other charges as provided in this agreement. 
We will  allocate any such  excess payment amounts  to  satisfy  any out- 
standing amounts under your Account in the following order, if applicable: 
INTEREST  CHARGE,  Membership Fee,  Late  Payment  Fee,  Cash  Advance 
Fee, Returned Payment Fee, Cash Advances, and Purchases. 

6. SCHEDULE OF FEES. 

(a)  Account  Set-up  Fee:  A  one-time  $53  Account  Set-up  fee  will  be 
charged to your Account as soon as it is opened. 
(b)  Membership Fee: The Membership Fee for your Account in year one 
is $72 (introductory period) and will be billed to your Account when it is 
opened. The Membership Fee for your Account beginning in year two is 
$72 per year and will be billed to your Account in monthly installments of 
$6 per month.  The Membership Fee will be billed to your Account as long 
as it remains open or, if your Account is closed by you, the Membership 
Fee will continue to be charged until you pay your outstanding balance in 
full.  The year one, up-front Membership Fee of $72 is refundable as long 
as you cancel your Account and have not used your Account.  A Member- 
ship Fee Notice will be provided to you at least once every 12 months as 
required by law. 

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Cardholder Account Agreement: Part 2 of 2 

(c)  Additional Card (Authorized User) Fee: $12 annually ($1 per month) 
for each additional Authorized User card issued. The Additional Card 
Fee will be WAIVED during the first year after Account setup. 
(d)  Cash  Advance  Limit  and  Fee:  Cash  Advances  are  limited  to  the 
amount of the Cash Advance Credit Limit. A Cash Advance Fee will be 
computed on the amount of each Cash Advance as of the date of the 
transaction. The Cash Advance Fee will be either $10 or 3% of the Cash 
Advance, whichever is greater. 
(e)  Foreign Transaction Fee:  NONE 
(f)  Late Payment Fee: If a payment of at least the amount of the min- 
imum required payment disclosed on the periodic statement is not re- 
ceived by the Payment Due Date, a penalty fee of $25 will be imposed 
if you weren’t charged a Late Payment Fee during any of your previous 
six billing periods. Otherwise, the fee is $35. 
(g)  Over the Limit Fee: NONE 
(h)  Returned Payment Fee: If any check or other instrument given for 
payment of the Account is dishonored for any reason, a penalty fee  of 
$25 will be imposed if you were not charged a Returned Payment Fee 
during any of the previous six billing periods. Otherwise, the fee is $35. 
(i)  Express Delivery Fee: We impose a $35 fee for the express delivery 
of  your  card.  Express  delivery  is  only  available  for  lost,  stolen  or  re- 
placement cards. 
(j)  Phone Payment Fee: A Phone Payment Fee of $4 will be imposed  
if your same-day payment is made over the phone through a service 
representative. 
(k)  Reissue Fee. You will not be charged a fee to issue a new card (sent 
via first class mail) if your card is lost, stolen, or damaged. 

7. INTEREST CHARGE. The INTEREST CHARGE calculation method appli- 
cable to your Account for Purchases and Cash Advances that you obtain 
through the use of your Account or Card is the Average Daily Balance 
(including new purchases) as specified on your monthly periodic state- 
ment and explained below. Your Credit Account is subject to the  fol- 
lowing fees and INTEREST CHARGES, each of which will be billed to your 
Credit Account as a Purchase. 

(a) Periodic Interest: INTEREST CHARGES are assessed when you make 
a Purchase with your Account and when you obtain a Cash Advance. 
INTEREST CHARGES are imposed from the time you make a Purchase or 
a Cash Advance is obtained until it is paid in full. NOTE that there is no 
grace period on your Account. This means that an INTEREST CHARGE 
will always be assessed on the Account if you make purchases or get 
cash  advanced  even  if  you  pay  your  balance  in  full.  The  INTEREST 
CHARGE is assessed on Purchases, Cash Advances, and all fees including 
Account  Set-up  and  Membership  Fees.  THERE  IS  NO  GRACE  PERIOD. 
You cannot avoid an INTEREST CHARGE being assessed on your Account 
for any purchase or cash advance. If you do not pay off your entire Ac- 
count Balance in full each month, then interest will continue to accrue 
on the unpaid balance over the next billing cycle, even if you do not 
make any additional purchases or cash advances during the next cycle. 
(b) Computing Periodic INTEREST CHARGES: The INTEREST CHARGE is 
determined by multiplying the “Average Daily Balance” for Purchases 
and Cash Advances outstanding during the monthly Billing Cycle by the 
daily “Periodic Rate” and the number of days in the billing cycle. The 
APR is 29.9% (which is subject to change) and the daily “Periodic Rate” 
is equal to 1/365th of the APR. This APR will be applied to fees assessed 
to your Credit Account as well as to Purchases and Cash Advances. 
(c) Average Daily Balance: We figure the interest charge on your Ac- 
count by applying the periodic rate to the “average daily balance”    of 

your Account.  To get the “average daily balance” we take the beginning 
balance of your Account each day, add any new purchases, cash  ad- 
vances, and/or fees, and subtract any unpaid interest or other finance 
charges and any payments or credits. This gives us the daily balance. 
Then, we add up all the daily balances for the billing cycle and divide 
the total by the number of days in the billing cycle. This gives us the 
“average daily balance.” 
(d) Minimum  Interest  Charge:  We will  charge  a  minimum  INTEREST 
CHARGE of $0.50 for each billing period in which an INTEREST CHARGE 
is payable. The INTEREST CHARGE will be added to your purchase bal- 
ance and/or Cash Advance balance. 

8. ANNUAL PERCENTAGE RATE. 

The Annual Percentage Rate (“APR”) applicable to the Account is a vari- 
able rate. The same APR will be applied to purchase and cash advance 
transactions on this Account. This rate may increase or decrease over 
time, as described below. 
(a) Definitions 

(i)  Index: The APR applicable to the Account will vary in response 
to changes in the prime rate, as published periodically by the Wall 
Street  Journal  in  its  “Money  Rates”  section  (“Prime  Rate”).  The 
“Index” for the Account for a given date will be the highest Prime 
Rate published  on  that  date. If  the  Prime  Rate is  not  published 
on a date, the “Index” for that date will be the highest Prime Rate 
published on the most recent prior day for which a Prime Rate was 
published. 
(ii)  Margin: The “Margin” for the Account will be 25.9%. 
(iii)  Formula Rate: The “Formula Rate” for a given date will be the 
rate equal to the Index for that date plus the Margin. 
(iv)  Business Day: All days Monday through Friday, excluding U.S. 
Federal holidays, are “Business Days.” 
(v)  Adjustment Determination Date: For any given month, if the 
20th day of the month is a Business Day, that date will be the “Ad- 
justment Determination Date”. If the 20th day of a month is not  
a  Business  Day,  then  the  “Adjustment  Determination  Date”  for 
that month will be the first Business Day after the 20th day of the 
month. 
(vi)  Adjustment  Application  Date:  The  “Adjustment  Application 
Date” for any given month is the date that is 5 Business Days after 
the Adjustment Determination Date for that month. 

(b) Determination of Your APR 
The APR applicable to your Account will initially be the Formula Rate 
disclosed  on  the  first  page  of  this  Agreement.  Your first  APR  adjust- 
ment may occur within the first month after you open your Account. 
After that, your APR may vary as frequently as monthly. Starting with 
the first Adjustment Determination Date after you open your Account, 
and each month  thereafter, the  Formula Rate will be determined on 
the Adjustment Determination Date. That rate will be your new APR. 
Your new APR will take effect on the first day of the next billing cycle 
that begins on or after the Adjustment Application Date on which the 
APR is applied. 
(c) Limitations to APR Changes 
Your APR will vary freely with changes in the Index. No maximum rate 
(i.e. interest rate cap) will apply to your Account, except as required by 
Applicable Law. 
(d) Effects of APR Changes 
Changes in the APR applicable to your Account may affect the interest 
you are required to pay and the amount of the Minimum Payment re- 

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Cardholder Account Agreement: Part 2 of 2 

quired on your Account. Specifically, if your APR goes up, you might pay 
more interest and your Minimum Payment might also go up. 

9. DEFAULT. At our option, without notice, to the extent not prohibited 
by applicable law, the Account balance will become immediately due and 
payable, without notice, in the event that (a) you become bankrupt or 
insolvent, or  (b)  you fail to make payments due  on  the  Account, incur 
charges that are more than the maximum authorized credit limit or oth- 
erwise breach this Agreement, or (c) we receive information that caus- 
es us to believe that you are unwilling or unable to perform under this 
Agreement, or (d) attachment or garnishment proceedings are instituted 
against you. Our failure to assert any of these rights shall not waive such 
rights. 

10. CREDIT INVESTIGATION. You authorize us at any time to make credit 
investigations that we deem are necessary, in our sole discretion, and you 
agree to provide us with financial statements or information in as much 
detail as we require. 

11. CREDIT REPORTING. We may share information about your Account 
with  consumer  reporting  agencies/credit bureaus. Late  or  missed  pay- 
ments or other defaults on your Account may be reflected in your credit 
report 

12. CANCELLATION. 
(a) If you have not activated your Card and not made a payment with-  
in the first sixty (60) days after your Account has been opened, you are 
electing and instructing us to cancel your Account. 
(b) If you activate your Card, do not complete a transaction (purchase or 
cash advance) and do not make a payment during the first sixty (60) days 
after your Account has been opened, you are electing and instructing us 
to cancel your Account. 
(c) You may also cancel your Account by notifying us in writing. 

If  you cancel your  Account under  12(a)  or  12(b)  above, then  you owe 
nothing. If you cancel your Account after making a payment or complet- 
ing a transaction, you shall be responsible to pay all amounts due prior 
to such cancellation, including all amounts that have not yet been posted 
to your Account. 

13.  CHANGES  TO  THIS  AGREEMENT.  We  may  amend  or  modify  this 
Agreement at any time, effective forty-five (45) days after we notify you 
in  writing.  Any  changes,  including,  without  limitation,  changes  in  the 
ANNUAL PERCENTAGE RATE and the Periodic Rate, shall be effective on 
all future Purchases and Cash Advances. If required by applicable law, the 
notice will advise you of any right you may have, and any steps you must 
take, to reject the changes. If you properly notify us that you reject the 
changes, your Account will be closed and  you will be obligated to pay 
your outstanding balance under the terms of the Agreement in effect on 
the date you received the notice of changes. If you do not properly notify 
us that you reject the changes by the date stated in the notice, you will 
be deemed to have accepted all changes in the notice and to have ac- 
cepted and confirmed all terms of your Agreement. We may, in our sole 
discretion, waive any Membership Fee, Late Payment Fee, or any other 
provision(s) of the Account terms and conditions; however, we have no 
obligation to do so, and any such waiver shall be limited to the particu- 
lar instance or transaction involved and shall not constitute a waiver or 
authorize the non-observance of the same or any other provision of this 
Agreement on any other or future occasion. 

14. CHOICE OF LAW. Except to the extent superseded by Federal Law, and 
except for the Arbitration Provision set forth under the heading   “Card- 

holder  Disputes,” which  Arbitration  Provision  is  subject  to  the  Federal 
Arbitration Act, 9 U.S.C. §§ 1, et seq., and not state law, this Agreement 
shall be subject to and interpreted under the laws of the state of Ohio. 
For purposes of 12 U.S.C. § 1831d, we are located in Ohio with respect to 
this Account. 

15. AUTHORIZED USERS. At your request and for the disclosed fee, we 
may issue cards to Authorized Users. They do not have accounts with us 
but they can use your Account subject to the terms of this Agreement. 
We may report an Authorized User’s use of your Account to credit report- 
ing agencies. You are responsible for all use of your Account by Autho- 
rized Users and anyone they allow to use your Account. You must pay for 
all charges they make. You are responsible for the use of your Account 
by an Authorized User and must pay for all charges that an Authorized 
User makes even if the Authorized User fails to follow your instructions 
or  otherwise  uses  the  Account    in  a  manner  not  authorized    by  you.   
You authorize  us  to  give  Authorized  Users  information  about  your  Ac- 
count and to discuss it with them. If you want to cancel an Authorized 
User’s right to use your Account (and cancel their card) you must tell us. 

16. COLLECTIONS COSTS. You agree to pay all reasonable costs, including 
attorneys’ fees, that we incur to collect amounts you owe to the extent 
not prohibited by applicable law. 

17. SERVICING AND COLLECTIONS CONTACTS.  If we need to contact you 
to service your Account or to collect amounts you owe, you authorize us 
(and our affiliates, agents and contractors) to contact you at any num- 
ber you provide, from which you call us, or at which we believe we can 
reach you. We may contact you in any way, such as calling or texting. We 
may contact you using an automated dialer or prerecorded messages. We 
may contact you on a mobile, wireless or similar device, even if you are 
charged for it. We may monitor and record any calls between you and us. 

18. ASSIGNMENT.  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. 

19. A MASTERCARD-branded Card may not be used for any illegal trans- 
action. 

20. DELAY IN ENFORCEMENT.  We can delay or waive enforcing any of our 
rights under this Agreement or under applicable law without losing any 
of those rights or any other rights.  Even if we do not enforce our rights or 
remedies at any one time, we may enforce them at a later time. 

21. YOUR BILLING RIGHTS. 

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 us at: 

Customer Service 
PO Box 9203 
Old Bethpage, NY 11804-9203 

In your letter, give us the following information: 

•  Account information: Your name and last four (4) digits of the Account 

Page 3 of 6 

 
 
 
 
 
Cardholder Account Agreement: Part 2 of 2 

number. 

•  Dollar amount: The dollar amount of the suspected error. 
•  Description  of  problem:  If  you  think  there  is  an  error  on  your  bill, 
describe  what  you  believe  is  wrong  and  why  you  believe  it  is  a 
mistake. 

You must contact us: 

•  Within 60 days after the error appeared on your statement. 
•  At least 3 business days before an automated payment is scheduled, 

if you want to stop payment on the amount you think is wrong. 

You must notify us of any potential errors in writing. You may call us, but 
if you do we are not required to investigate any potential errors and you 
may have to pay the amount in question. 

What Will Happen After We Receive Your Letter 

When we receive your letter, we must do two things: 

1.  Within 30 days of receiving your letter, we must tell you that we re- 
ceived your letter. We will also tell you if we have already corrected 
the error. 

2.  Within 90 days of receiving your letter, we must either correct the 

error or explain to you why we believe the bill is correct. 

While we investigate whether or not there has been an error: 
•  We cannot try to collect the amount in question, or report you as 

delinquent on that amount. 

•  The charge in question may remain on your statement, and we may 

continue to charge you interest on that amount. 

•  While you do not have to pay the amount in question, you are respon- 

sible 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 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 prob- 
lem 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 neces- 
sary if your purchase was based on an advertisement we mailed to 
you, or if we own the company that sold you the goods or services.) 
You must  have  used  your  credit card  for  the  purchase. Purchases 
made with Cash Advances from an ATM or with a check that access- 
es your credit card account do not qualify. 
You must not yet have fully paid for the purchase. 

2. 

3. 

If all of the criteria above are met and you are still dissatisfied with the 
purchase, contact us in writing at: 

Customer Service 
PO Box 9203 
Old Bethpage, NY 11804-9203 

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 you do not 
pay, we may report you as delinquent. 

22.  Calls, Call Monitoring/Recording and Email. When you give a tele- 
phone number directly to us or our agents, or place a telephone call to 
us or our agents, you authorize us or our agents to place calls to you at 
that number. You understand that a “telephone number” includes a cell 
phone number or VoIP and “calls” include both telephone calls and text 
messages to or from your phone, cell phone or VoIP. As examples, we 
may place calls to you about fraud alerts, deposit holds, and collection 
of amounts due to us on your account (data charges may be incurred for 
the calls or text messages).  When we or our agents make calls to you, we 
may use automatic dialers and artificial, text or prerecorded messages. 
You agree to notify us immediately of any change in your telephone num- 
ber(s).  You authorize us and our agents to monitor and record telephone 
conversations  and  other  electronic  communications  you  have  with  us 
and with our agents for reasonable business purposes, such as security 
and quality assurance.  We may not remind you that we may be monitor- 
ing or recording a call at the beginning of the call unless required by law 
to do so.  By providing your email address, you also consent and agree to 
receive electronic mail from us and our representatives.  You consent and 
agree in advance to these terms and conditions. 

23.  Text or  Email  Services.  By  enrolling  in  mobile  text  messaging  ser- 
vices or email reminder services (“Text or Email Services”) or otherwise 
using Text or Email Services, you agree to the following terms for those 
services. Your enrollment will give you access to certain  Account-relat- 
ed information, including courtesy payment-due alerts. These courtesy 
alerts are provided for your convenience only and may be modified or 
discontinued at any time.  They do not change your payment obligations, 
and you are responsible for making your payment, whether or not you re- 
ceive a payment-due alert.  The courtesy alerts or other notices received 
through  Text  or  Email  Services  do  not  replace  your  billing  statement, 
which is the official record of your Account. You understand and agree 
that Text or Email Services may not be encrypted and may include per- 
sonal or confidential information about you such as your Account activity 
or the status of your Account. We will not be liable for losses or dam- 
ages arising from any disclosure of Account information to third parties, 
non-delivery, delayed delivery, misdirected delivery, or mishandling of, or 
inaccurate content in, the messages sent through Text or Email Services. 
You agree to indemnify, defend, and hold us harmless from and against 
any and all claims, losses, liability, cost, and expense (including reason- 
able attorneys’ fees) arising from your provision of your phone  number 

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Cardholder Account Agreement: Part 2 of 2 

or other contact information that is not your own or your own in violation 
of applicable federal, state, or local law, regulation, or ordinance. We do 
not charge a fee for Text or email Services, but you are responsible for 
any and all charges, including but not limited to, fees associated with text 
messaging imposed by your communication services provider. Message 
and data rates may apply. Such charges include those from your com- 
munication services provider. You may unsubscribe from Text or Email 
Services at any time. 

Cardholder Disputes 
Most customer concerns can be resolved by calling our Customer Service 
Department at the number listed on the back of your card. In the event 
Customer Service is unable to resolve a complaint to your satisfaction, 
this section explains how claims can be resolved through mediation, ar- 
bitration or litigation. It includes an arbitration provision (the “Arbitration 
Provision”). You may reject the Arbitration Provision by sending us writ- 
ten notice within 45 days after your first card purchase. See Your Right 
to Reject Arbitration below. For this section, you, we, and us include any 
corporate parents, subsidiaries, affiliates or related persons or entities. 
Claim means any current or future claim, dispute or controversy relating 
to or arising out of your Account(s), this Agreement, or any agreement or 
relationship you have or had with us, except for claims, disputes, or con- 
troversies regarding the validity, enforceability or scope of the Arbitration 
Provision, including whether the Arbitration Provision provides for class- 
wide or representative arbitration, which shall be resolved by a court and 
not an arbitrator. Claim includes but is not limited to: (1) initial claims, 
counterclaims, cross claims and third-party claims; (2) claims based upon 
contract,  tort,  fraud,  statute,  regulation,  common  law  and  equity;  (3) 
claims by or against any third party using or providing any product, ser- 
vice or benefit in connection with any account; and (4) claims that arise 
from or relate to (a) any account created under any of the agreements, 
or any balances on any such account, (b) advertisements, promotions or 
statements related to any accounts, goods or services financed under any 
accounts or terms of financing, (c) benefits and services related to card 
membership (including fee-based or free benefit programs, enrollment 
services and rewards programs) and (d) your application for any account. 
You may not sell, assign or transfer a Claim. 

Sending a Claim Notice 
Before beginning a lawsuit, mediation or arbitration, you and we agree to 
send a written notice (a claim notice) to each party against whom a Claim 
is asserted, in order to provide an opportunity to resolve the Claim infor- 
mally or through mediation. The claim notice must describe the Claim 
and state the specific relief demanded. Notice to you may be provided by 
your billing statement or sent to your billing address. Notice to us must 
include your name, address and Account number and be sent to Republic 
Bank & Trust Company, Attn: Legal Department, 601 West Market, Lou- 
isville, KY 40202. If the Claim proceeds to arbitration, the amount of any 
relief demanded in a claim notice will not be disclosed to the arbitrator 
until after the arbitrator rules. 

Mediation 
In mediation, a neutral mediator helps parties resolve a Claim. The medi- 
ator does not decide the Claim but helps parties reach agreement. Before 
beginning mediation, you or we must first send a claim notice. Within 
30 days after sending or receiving a claim notice, you or we may submit 
the Claim to JAMS (1-800-352-5267, jamsadr.com) or the American Arbi- 
tration Association (“AAA”) (1-800-778-7879, adr.org) for mediation. We 
will pay the fees of the mediator. All mediation-related communications 
are confidential, inadmissible in court and not subject to discovery. Upon 

commencement of a mediation, all applicable statutes of limitation will 
be tolled until termination of the mediation. Either you or we may ter- 
minate the mediation at any time. The submission or failure to submit 
a Claim to mediation will not affect your or our right to elect arbitration. 

Arbitration Provision 

You or we may elect to resolve any Claim by individual arbitration. Claims 
are decided by a neutral arbitrator. If arbitration is chosen by any party, 
neither you nor we will have the right to litigate that Claim in court or 
have a jury trial on that Claim. Further, neither you nor we will have the 
right to participate in a representative capacity or as a member of any 
class pertaining to any Claim subject to arbitration. Arbitration proce- 
dures are generally simpler than the rules that apply in court, and dis- 
covery is more limited. The arbitrator’s decisions are as enforceable as 
any court order and are subject to very limited review by a court. Except 
as set forth below, the arbitrator’s decision will be final and binding. 
Other rights you or we would have in court may also not be available 
in arbitration. 

Initiating Arbitration 
Before beginning arbitration, you or we must first send a claim notice. 
Claims will be referred to AAA. Claims will be resolved pursuant to this 
Arbitration Provision and the selected organization’s rules in effect when 
the claim is filed, except where those rules conflict with this Agreement. 
If any such conflict places the Agreement in contravention of the selected 
organization’s consumer minimum standards or consumer due process pro- 
tocol, then the selected organization’s minimum standards or protocol shall 
apply in that regard; provided, however, that nothing will require or allow 
either of us to arbitrate on a classwide or representative basis under any cir- 
cumstance, or on a consolidated basis except as provided below. To the ex- 
tent that the selected organization’s rules authorize an arbitrator to decide 
whether the Arbitration Provision provides for classwide or representative 
arbitration, you and we agree that such rule(s) will not apply and that a court 
will resolve that issue. If  we choose the organization, you may select the 
other within 30 days after receiving notice of our selection. Contact JAMS 
or AAA to begin an arbitration or for other information. Claims also may be 
referred to another arbitration organization if you and we agree in writing 
or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration 
Act, 9 U.S.C. §§ 1-16 (FAA). We will not elect arbitration for any Claim you file 
in small claims court, so long as the Claim is individual, pending only in that 
court, and subject to the jurisdiction of that court. You or we may otherwise 
elect to arbitrate any Claim at any time unless it has been filed in court and 
trial has begun or final judgment has been entered. Either you or we may 
delay enforcing or  not  exercise rights under this  Arbitration Provision, in- 
cluding the right to arbitrate a Claim, without waiving the right to exercise 
or enforce those rights. 

Limitations on Arbitration 
If either party elects to resolve a Claim by arbitration, that Claim will be 
arbitrated on an individual basis. There will be no right or authority for 
any Claims to be arbitrated on a classwide basis or on bases involving 
claims brought in a purported representative capacity on behalf of the 
general public,  other  cardholders or  other  persons similarly  situated. 
The arbitrator’s authority is limited to Claims between you and us alone. 
Claims may not be joined or  consolidated unless you and we agree in 
writing. An arbitration award and any judgment confirming it will apply 
only to the specific case and cannot be used in any other case except  
to enforce the award. Notwithstanding any other provision and without 
waiving the right to appeal such decision, if any portion of these Limita- 

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Cardholder Account Agreement: Part 2 of 2 

tions on Arbitration is deemed invalid or unenforceable, then the entire 
Arbitration Provision (other than this sentence) will not apply. 

Arbitration Procedures 
This Agreement evidences a transaction involving interstate commerce, 
and  this  Arbitration  Provision  is  accordingly  governed  by  the  FAA,  not 
state law. The  arbitrator will  apply  applicable  substantive law, statutes  
of limitations and privileges. The arbitrator will not apply any federal or 
state rules of civil procedure or evidence in matters relating to evidence 
or discovery. Subject to the Limitations on Arbitration, above, the arbi- 
trator may otherwise award any relief available in court. The arbitration 
will be confidential, but you may notify any government authority of your 
Claim. If your Claim is for $10,000 or less, you may choose whether the 
arbitration will be conducted solely on the basis of documents, through a 
telephonic hearing, or by an in-person hearing. If an in-person hearing is 
required or elected, you may choose to have the hearing take place in the 
United States judicial district of your residence. At any party’s request, 
the arbitrator will provide a brief written explanation of the arbitrator’s 
award. The arbitrator’s award will be final and binding,  except for any 
right to judicial review provided by the FAA; provided, however, any party 
will have 30 days to take an appeal from the award by notifying the arbi- 
tration organization and all parties in writing, in which case the organiza- 
tion will appoint a three arbitrator panel to decide anew, by majority vote 
based on written submissions, any aspect of the decision from which the 
appeal is taken. Any such notice of appeal shall specifically identify which 
portions of the arbitration award the party taking the appeal seeks to 
have reviewed.  Subject to the right to appellate arbitration, confirmation 
of and judgment upon any arbitrator’s award may be entered in any court 
having jurisdiction. 

Arbitration Fees and Costs 
You will be responsible for paying your share of any arbitration fees (in- 
cluding filing, administrative, hearing or other fees), but only up to the 
amount of the filing fees  you would have  incurred  if you had brought  
a  claim  in  court.  You will  be  responsible  for  such  fees  even  if  you  file 
your  Claim  in  court, and  we  elect  to  compel arbitration on  the  Claim. 
We will be responsible for any additional arbitration fees. At your written 
request, we will consider in good faith making a temporary advance of 
your share of any arbitration fees, or paying for the reasonable fees of an 
expert appointed by the arbitrator for good cause. 

Additional Arbitration Awards 
If the arbitrator rules in your favor for an amount greater than any final offer 
we made before arbitration, the arbitrator’s award will include: (1) any mon- 
ey to which you are entitled, but in no case less than $5,000; and (2) any 
reasonable attorneys’ fees, costs and expert and other witness fees 

Your Right to Reject Arbitration 
You  may  reject  this  Arbitration  Provision  by  sending  a  written  rejection 
notice to us at: Republic Bank & Trust Company, Attn: Legal Department, 
601  West  Market,  Louisville,  KY  40202.  Your  rejection  notice  must    be 
mailed within 45 days after your first card purchase. Your rejection notice 
must state that you reject the Arbitration Provision and include your name, 
address, Account number and personal signature. No one else may sign the 
rejection notice. If your rejection notice complies with these requirements, 
this Arbitration Provision and any other arbitration provisions in the card- 
holder agreements for any other currently open accounts you have will not 
apply to you, except for Corporate Card accounts and any claims subject to 
pending litigation or arbitration at the time you send your rejection notice. 
Rejection of this Arbitration Provision will not affect your other rights or re- 

sponsibilities under this Cardholder Disputes section or the Agreement. Re- 
jecting this Arbitration Provision will not affect your ability to use your card 
or any other benefit, product or service you may have with your Account. 

Continuation 
This Cardholder Disputes section, including the Arbitration Provision, will 
survive termination of your Account, voluntary payment of your Account 
balance, any legal proceeding to collect a debt, any bankruptcy and any 
sale of your Account (in the case of a sale, its terms will apply to the buyer 
of your Account). If any portion of this Cardholder Disputes section, ex- 
cept as otherwise provided in the Limitations on Arbitration subsection, 
is deemed invalid or unenforceable, it shall be severed and will not invali- 
date the remaining portions of this Cardholder Disputes section. 

State Disclosures 

If you reside in one of the states listed below, then the additional terms 
below for that state apply. 

California 
California residents: As required by law, you are hereby notified that neg- 
ative credit reporting may be submitted to a credit reporting agency if 
you fail to fulfill the terms of your credit obligations. 

Missouri 
You may prepay your Account, in whole or in part, at any time. If you pre- 
pay your Account in full, you may be entitled to a refund of certain interest 
under Mo. Rev. Stat. § 408.170. 

Oral agreements or commitments to loan money, extend cred- 
it or to forbear from enforcing repayment of a debit including 
promises to extend or renew such debt are not enforceable. To 
protect you and us from misunderstanding or disappointment, 
any agreements we reach covering such matters are contained 
in this writing/Agreement, which is the complete and exclusive 
statement of the agreement between us, except as we may later 
agree to in writing to modify it. Mo. Rev. Stat. § 432.045. 

New Hampshire 
Reasonable attorney’s fees will be awarded to you if you prevail in  (a) 
any action, suit or proceeding brought by us, or (b) any action brought 
by you. If you successfully assert a partial defense or set-off, recoupment 
or counterclaim to an action brought by us, the court may withhold from 
us the entire amount or such portion of the attorney fees as the court 
considers equitable. 

New Jersey 
Because certain provisions of this Agreement are subject to applicable 
law, they may be void,  unenforceable or inapplicable in some jurisdic- 
tions. None of these provisions, however, is void, unenforceable or inap- 
plicable in New Jersey. 

Utah 
As required by Utah law, you are hereby notified that a negative credit 
report reflecting on your credit record may be submitted to a credit re- 
porting agency if you fail to fulfill the terms of your credit obligations. 

Wisconsin 
If you are married, please contact us immediately upon receipt of this 
Agreement at 1-800-634-9558 and provide us with the name and ad- 
dress of your spouse. We are required to inform your spouse that we have 
opened a credit account for you. 

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