Cardholder Agreement :
Important—Please Read Carefully

TERMS & CONDITIONS / DEFINITIONS FOR The Approved Prepaid MasterCard

This Cardholder Agreement ("Agreement") outlines the terms and conditions under which The Approved Prepaid MasterCard has been issued to you by The Bancorp Bank of Wilmington Delaware (the “The Bancorp Bank” or “Issuer”). The Issuer is an FDIC insured member institution. The Approved Card is offered exclusively by APPROVED LLC and its authorized agents, and is administered by RedWage LLC. "Card" means The Approved Prepaid MasterCard issued to you by The Bancorp Bank. By accepting and using the Card, you agree to be bound by the terms and conditions contained in this Agreement. "Issuer" means The Bancorp Bank or its depository institution affiliate. "Card Account" means the records we maintain to account for the value of claims associated with the Card. "You" and "your" mean the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean the Issuer, our successors, affiliates or assignees. You acknowledge and agree that the value available in the Card Account is limited to the funds that you have loaded into the Card Account or have been loaded into the Card Account on your behalf. You agree to sign the back of the Card immediately upon receipt. The expiration date of the Card is identified on the front of your Card. This Card is a prepaid card. The Card is not connected in any way to any other account. The Card is not a credit card. The Card is not for resale. You will not receive any interest on your funds in the Card Account. The Card will remain the property of the Issuer and must be surrendered upon demand. The Card is nontransferable and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. The Card is not designed for business use, and we may close your Card if we determine that it is being used for business purposes. We may refuse to process any transaction that we believe may violate the terms of this Agreement.

Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

Please write down your Card number and the customer service phone number provided in this Agreement on a separate piece of paper in case your Card is lost, stolen, or destroyed. Keep the paper in a safe place. Please read this Agreement carefully and keep it for future reference.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW CARD ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, federal law that requires all financial institutions to obtain, verify, and record information that identifies each person who opens a Card Account. What this means for you: When you open a Card Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

ACTIVATE YOUR CARD

You must activate your Card before it can be used. You may activate your Card by calling 1-888-259-0113 or by visiting www.TheApprovedCard.com. You will need to provide personal information in order to verify your identity.

PERSONAL IDENTIFICATION NUMBER

You must select a Personal Identification Number ("PIN") when you call or go online to www.TheApprovedCard.com to activate your Card Account. You should not write on or keep your PIN with your Card. Never share your PIN with anyone. When entering your PIN into a terminal, be sure it cannot be observed by others and do not enter your PIN into any terminal that appears to be modified or suspicious. If you believe that anyone has gained unauthorized access to your PIN, you should advise us immediately following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

AUTHORIZED CARD USERS

You are responsible for all authorized transactions initiated and fees incurred by use of your Card. If you permit another person to have access to your Card or Card number, we will treat this as if you have authorized their use and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms and conditions of this Agreement.

SECONDARY CARDHOLDER

You may request an additional Card for another person, with whom you can share all or a portion of your money. The maximum number of Secondary Cards permitted is three (3). Secondary Cards may not receive direct deposits or cash loads. Secondary Cards are not charged a Monthly Account Maintenance Fee. You must notify us to revoke permission for any person you previously authorized to use the Card. If you notify us to revoke another person’s use of the Card, we may revoke your Card and issue a new Card with a different number. You remain liable for any and all usage of an additional Card you authorize. Additional cardholders are prohibited from making Card Account changes.

GOAL FUNDS

You may establish Goal Funds (sub-accounts) within your Card Account. The first Goal Fund will be entitled "Emergency Fund". You can create up to five (5) additional Goal Funds and name them as you wish. You may rename each individual Goal Fund except for the Emergency Fund. You may move funds from your primary Card Account to your Goal Funds using the transfer function in the secure section of our website at www.TheApprovedCard.com. Funds you move into Goal Funds will be set aside and will not be available for use with your Card until you request to move all or some of your funds back to your primary Card Account in the secure section of our website at www.TheApprovedCard.com. You will not earn any interest on funds in any Goal Fund.

YOUR REPRESENTATION AND WARRANTIES

By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that:

1. you are at least 18 years of age (or older if you reside in a state where the majority age is older);
2. you are a U.S. citizen or legal alien residing in the United States or the District of Columbia;
3. you have provided us with a verifiable U.S. street address (not a P.O. Box);
4. the personal information that you provide to us in connection with the Card is true, correct and complete;
5. you received a copy of this Agreement and agree to be bound by and to comply with its terms; and
6. you accept the Card.

CASH ACCESS

With your PIN, you may use your Card to obtain cash from any Automated Teller Machine (“ATM”) or any Point-of Sale (“POS”) device, as permissible by a merchant, that bears the MasterCard®, Maestro®, Cirrus®, STAR®, or Allpoint® Acceptance Mark. All ATM transactions are treated as cash withdrawal transactions. You may use your Card at an ATM. When using your Card:

• you can make up to four (4) ATM cash withdrawals in the US and Puerto Rico in a 24-hour period;
• you can make up to two (2) international ATM cash withdrawals in a 24-hour period;
• the maximum cumulative amount that may be withdrawn from an ATM per 24-hour period is $500 (subject to the per transaction and daily maximum limits set by each ATM owner);
• you can withdraw up to $5,000.00 per 30-day period at ATMs; and
• the maximum cumulative amount that may be withdrawn from a participating bank (over the counter withdrawal) per 24-hour period is $5,000.00.
• the maximum cumulative amount that may be withdrawn from a POS device is $2,000.00.

Any funds withdrawn from an ATM, POS device or bank, as well as any fees charged by the primary and secondary cardholders combined, will be subject to the maximum amount that can be spent on your Card per rolling 30-day period.

LOADING YOUR CARD

You may add funds to your Card, called "value loading", at any time. The maximum amount of the initial value load and each value reload depends on the load source, as described below. Personal checks, cashier’s checks, and money orders sent to the Issuer are not an acceptable form of loading. All checks and money orders sent to the Issuer for Card loading will be returned unless the full amount may be applied towards a negative balance, in which case the check or money order may or may not be loaded to the Card at the discretion of the Issuer. Following are value load limits by funding source:

DIRECT DEPOSIT:

• The maximum number of times you can load your Card with Direct Deposit per 24-hour period is three (3).
• The maximum number of times you can load your Card with Direct Deposit is eight (8) in any 30-day period.
• The minimum amount of the initial value load and reload per day with Direct Deposit is $0.01.
• The maximum amount of the initial value load and reload per day with Direct Deposit is $9,000.00.
• The maximum amount for all Direct Deposit loads per any 30-day period is $9,000.00.
• Any amounts received in excess of these limits will be held until the next available time.

A direct deposit form was sent with your Card Account opening materials. If you need an additional copy, please go to www.TheApprovedCard.com. Secondary Cardholders may not make Direct Deposits to the Card Account.

DEPOSIT MONEY FROM A BANK ACCOUNT:

You can add money to your Card Account directly from another bank account by going to www.TheApprovedCard.com. Once you add a bank account and the bank account is verified, you can choose to deposit money on a one-time or recurring basis.

• The minimum amount of the initial load and reload is $10.00.
• The maximum amount of the initial load is $500.00.
• The maximum amount of each value reload is $1,500.00.
• The maximum number of times you can load your Card with a deposit from another bank account per 24-hour period is three (3).
• The maximum number of times you can load your Card via a deposit from another bank account is eight (8) in any 30-day period.
• The maximum amount for all loads via a deposit from another bank account per any 30-day period is $9,000.00.

Any amounts received in excess of these limits will be held until the next available time. Secondary Cardholders may not make Bank to Card deposits to the Card Account.

CASH:

You may add value or load your Card using cash at a retail store that supports MoneyGram® Express Payment® or Western Union®. For more information on where to find the retail location nearest you, visit www.TheApprovedCard.com.

• The maximum number of times you may load your Card with cash is ten (10) times in any 30-day period.
• The minimum amount of the initial load and reload is typically $10.00.
• The maximum amount you can load is $950.00 per transaction.
• The maximum amount you can load is $9,500.00 in any 30-day period.

You will be charged a fee for use of the MoneyGram Express Payment or Western Union services which is set by the retail store. The fee at MoneyGram locations is $3.50. The fee at Western Union locations is typically $4.95. This fee amount is an independent fee assessed by the individual retailer only and is not assessed by us. Secondary Cardholders may not make cash loads to the Card Account.

CARD-TO-CARD MONEY SHARING:

You may share funds with other Approved Card cardholders. For more information on how to share funds go to www.TheApprovedCard.com. The maximum amount you can share or load using Card-to-Card Money Sharing is:

• $500.00 per 24-hour period; and
• $1,500.00 per 30-day period.

You will have access to your funds as follows:

• for cash loads at a retail store: within thirty (30) to sixty (60) minutes;
• for Direct Deposit: on payday or the date of the deposit by 9:00 am Eastern Time;
• for Card-to-Card Money Sharing: within five (5) minutes of the request; and
• Bank to Card deposits may take up to four (4) business days to post onto your Card Account.

DIRECT DEPOSIT ACCOUNT

Your prepaid Card Account and associated direct deposit account number cannot be used for preauthorized direct debits from merchants or from utility or Internet service providers. If presented for payment, these preauthorized direct debits will be declined and your payment to the merchant or provider will not be processed. The bank routing number and direct deposit account number are for the purposes of making direct deposits to your prepaid Card Account only. You are not authorized to provide this bank routing number and direct deposit account number to anyone other than your employer or payer. Check with your payer to find out when the direct deposit of funds will start. Funds availability is subject to timing of your payer’s funding.

USING YOUR CARD/FEATURES

Limitations on Card use:

• The maximum amount that can be spent on your Card per 24-hour period is $2,000.00.
• The maximum amount that can be spent on your Card per 30-day period is $9,999.00.
• Signature POS transactions, PIN POS transactions, ATM withdrawals, over the counter cash withdrawals, bill payments as well as Card to Card money sharing transactions are all included in the calculation of the 24-hour and 30-day spend limit.
• The maximum single bill payment is $2,000.00.
• The maximum bill payment cumulative amount per twenty-four hour period is $2,000.00.
• The maximum bill payment cumulative amount per 30-day period is $5,000.00.
• Any returns or refunds posted to your Card will NOT reduce the 30-day maximum spend limit.
• The maximum value of your Card is restricted to $9,000.00.

You may use your Card to purchase or lease goods or services everywhere Debit MasterCard, Maestro cards, or STAR cards are accepted as long as you do not exceed the value available on your Card Account. Some merchants do not allow cardholders to conduct split transactions where you would use the Card as partial payment for goods and services and pay the remainder of the balance with another form of legal tender. If you wish to conduct a split transaction and it is permitted by the merchant, you must tell the merchant to charge only the exact amount of funds available on the Card to the Card. You must then pay the difference using another payment method. Some merchants may require payment for the remaining balance in cash. If you fail to inform the merchant that you would like to complete a split transaction prior to swiping your Card, your Card is likely to be declined. When buying gasoline, you will need to pay inside at the cashier. Your Card will be declined if you try to use it at an automated fuel dispenser ("pay at the pump").

If you use your Card at a restaurant, a hotel, for a car rental, or for similar purchases, the merchant may preauthorize the transaction amount for the purchase amount plus up to 20% or more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. Any preauthorization amount will place a "hold" on your available funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the preauthorization amount on hold will be removed. It may take up to seven (7) days for the hold to be removed. During the hold period, you will not have access to the preauthorized amount.

If you use your Card number without presenting your Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if you used the Card itself. For security reasons, we may limit the amount or number of transactions you can make on your Card. Your Card cannot be redeemed for cash. You may not use your Card for online gambling or any illegal transaction.

Each time you use your Card, you authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available on your Card, you shall remain fully liable to us for the amount of the transaction and any applicable fees.

You do not have the right to stop payment on any purchase or payment transaction originated by use of your Card. You may not make preauthorized regular payments from your Card Account. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to thirty (30) days. All transactions relating to car rentals may result in a hold for that amount of funds for up to sixty (60) days.

RETURNS AND REFUNDS

If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant. The Issuer, RedWage LLC or APPROVED LLC are not responsible for the delivery, quality, safety, legality or other aspects of goods or services that you purchase from others with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided.

CARD REPLACEMENT

If you need to replace your Card for any reason, please contact us at 1-888-259-0113 (direct dial international 1-312-380-1927) to request a replacement Card. For your safety, you will be required to provide personal information which may include your Card number, full name, transaction history, copies of accepted identification, etc. There is a fee for replacing your Card.

TRANSACTIONS MADE IN FOREIGN CURRENCIES

If you obtain your funds or make a purchase in a currency other than in U.S. dollars, the amount deducted from your funds will be converted by MasterCard International Incorporated into U.S. dollars. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by MasterCard International Incorporated from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate MasterCard International Incorporated itself receives, or the government-mandated rate in effect for the applicable central processing date.

RECEIPTS

You should get a receipt at the time you make a transaction using your Card. You agree to retain, verify, and reconcile your transactions and receipts.

CARD ACCOUNT BALANCE/PERIODIC STATEMENTS

You are responsible for keeping track of your Card Account available balance. Merchants generally will not be able to determine your available balance. It’s important to know your available balance before making any transaction. You may obtain information about the amount of money you have remaining in your Card Account by accessing your Card Account online, by receiving text messages or by calling 1-888-259-0113 (direct dial international 1-312-380-1927) where an automated service or a live agent can help you. This information, along with a sixty (60) day history of Card Account transactions, is also available online free of charge at www.TheApprovedCard.com. You also have a right to obtain a sixty (60) day written history of Card Account transactions by calling 1-888-259-0113 (direct dial international 1-312-380-1927), by writing us at The Approved Card, P.O. Box 4783, New York, New York 10185-4783, or by visiting www.TheApprovedCard.com. You will not automatically receive paper statements.

FEE SCHEDULE

All fee amounts will be withdrawn from your Card Account and will be assessed as long as there is a remaining balance on your Card Account, except where prohibited by law. Anytime your remaining Card Account balance is less than the fee amount being assessed, the balance of your Card Account will be applied to the fee amount resulting in a zero balance on your Card Account. If your Card Account balance is $0.00 and you don’t load money to your Card for two (2) months, your Card Account may be closed.

If you use an ATM not owned by us or not in Allpoint’s network for any transaction, including a balance inquiry, you may be charged a fee by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third party fee amount assessed by the individual ATM operator only and is not assessed by us and will be charged to your Card.

EMAIL AND SMS ALERTS

If you provide us your email address, we will send you important Card Account servicing emails as well as transaction notifications that include your available Card Account balance. SMS Text Alerts are also available. Standard Text messaging rates from your wireless carrier may apply. You may opt out of email or SMS Text Alerts at any time after you receive your Card.

CONFIDENTIALITY

We may disclose information to third parties about your Card or the transactions you make:

• Where it is necessary or helpful for completing transactions;
• In order to verify the existence and condition of your Card for a third party, such as merchant;
• In order to comply with government agency, court order, or other legal or administrative reporting requirements;
• If you consent by giving us your written permission;
• To our employees, auditors, affiliates, service providers, or attorneys as needed; or
• Otherwise as necessary to fulfill our obligations under this Agreement

OUR LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS

If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

• If through no fault of ours, you do not have enough funds available on your Card to complete the transaction;
• If a merchant refuses to accept your Card;
• If an ATM where you are making a cash withdrawal does not have enough cash;
• If an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction;
• If access to your Card has been blocked after you reported your Card lost or stolen;
• If there is a hold or your funds are subject to legal process or other encumbrance restricting their use;
• If we have reason to believe the requested transaction is unauthorized;
• If circumstances beyond our control (such as fire, flood, or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken; or
• Any other exception stated in this Agreement.

YOUR LIABILITY FOR UNAUTHORIZED USAGE OR TRANSFERS

Contact us at once if you believe your Card has been lost or stolen. Telephoning is the best way to minimize your possible losses. If you believe your Card has been lost or stolen, or that someone has transferred or may transfer money from your Card Account without your permission:

• Call us immediately at 1-888-259-0113 (direct dial international 1-312-380-1927).
• Under MasterCard Rules, your liability for unauthorized MasterCard transactions on your Card Account is $0.00 if you notify us within two (2) business days and you exercise reasonable care in safeguarding your Card from loss, theft, or unauthorized use.
• This reduced liability does not apply if a PIN is used as the method of verification for a disputed transaction or you have reported two (2) or more incidents of unauthorized use in the immediately preceding twelve (12) month period.
• If you notify us within two (2) business days from a non-authorized transaction, you can lose no more than $50.00 if someone used your Card without your permission.
• If you do not notify us within two (2) business days after you learn of the loss or theft of your Card and we can prove that we could have stopped someone from using your Card without your permission if you had promptly notified us, you could lose as much as $500.00.

Also, if you become aware of and/or your statement shows transactions that you did not make, notify us at once following the procedure indicated in the “Information About Your Right to Dispute Errors” section. If you do not notify us in writing within sixty (60) days after you become aware of the transaction and/or after the statement was made available to you, you may not get back any value you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the value if you had notified us in time and you are grossly negligent or fraudulent in the handling of your Card. If your Card has been lost or stolen, we will close your Card Account to keep losses down.

OTHER MISCELLANEOUS TERMS

Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.

AMENDMENT AND CANCELLATION

We may amend or change the terms and conditions of this Agreement at any time. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, we can implement such change without prior notice. We may cancel or suspend your Card or this Agreement at any time. You may cancel this Agreement by returning the Card to us. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

In the event that your Card Account is cancelled, closed, or terminated for any reason, you may request the unused balance to be returned to you via a check to the mailing address we have in our records. The Issuer reserves the right to refuse to return any unused balance amount less than $1.00.

INFORMATION ABOUT YOUR RIGHT TO DISPUTE ERRORS

In case of errors or questions about your electronic transactions:

• telephone us at 1-888-259-0113 (direct dial international 1-312-380-1927), or
• write us at Cardholder Services, The Approved Card, P.O. Box 4783, New York, New York 10185-4783 if you think your statement or receipt is wrong or if you need more information about a transaction listed on the statement or receipt..

We must allow you to report an error until sixty (60) days after the earlier of the date you electronically access your Card Account, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared. You may view your transaction history at any time on-line or request a written history of your transactions at any time by calling us at 1-888-259-0113 (direct dial international 1-312-380-1927) or writing us at The Approved Card, P.O. Box 4783, New York, New York 10185-4783.

You will need to tell us:

• Your name and Card Account number.
• Why you believe there is an error, and the dollar amount involved.
• Approximately when the error took place.

If you provide the information orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your Card Account within ten (10) business days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If you do not have federal payments (for example, Social Security benefits, tax refunds or other government payments) deposited to your Card Account, we may not credit your Card. If we ask you to put your complaint or question in writing and you do not provide it within ten (10) business days, we may not credit your Card.

For errors involving new Cards, POS transactions, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question.

We will tell you the results within three (3) business days after completing the investigation. If we decide that there was no error, we will send you a written explanation. Copies of the documents used in the investigation may be obtained by contacting us at the phone number or address listed at the beginning of this section. If you need more information about our error-resolution procedures, call us at 1-888-259-0113 (direct dial international 1-312-380-1927) or visit www.TheApprovedCard.com

ENGLISH LANGUAGE CONTROLS

Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

CUSTOMER SERVICE

For customer service or additional information regarding your Card, please contact us at:

The Approved Card
P.O. Box 4783
New York, New York 10185-4783
1-888-259-0113 (direct dial international 1-312-380-1927)

Customer Service agents are available to answer your calls 24 hours per day 7 days per week, 365 days per year.

Telephone Monitoring/Recording

From time to time we may monitor and/or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law.

NO WARRANTY REGARDING GOODS OR SERVICES AS APPLICABLE

We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card.

ARBITRATION

Purpose

This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) 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 the Card Account or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Arbitration Provision or the Agreements. “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. 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 (i) your Card, or the Cards of any additional Cardholders designated by you; (ii) the amount of available funds in the Card Accounts; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and (v) your enrollment for any Card. We shall not elect to use arbitration under the 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 the court.

As used in the Arbitration Provision, the terms “we” and “us” shall for all purposes mean the Issuer, wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Provision, the terms “you” or “yours” shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional Cardholders.

Initiation of Arbitration Proceeding/Selection of Administrator

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 national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; or (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.

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, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF THE JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, YOU 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 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 Cardholders 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 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 otherwise agreed to in writing by all parties.

Location of Arbitration/Payment of Fees:

Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing, administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to the mailing address we have in our records and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.

Arbitration Procedures:

This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and 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. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding.

Continuation:

This Arbitration Provision shall survive termination of your Card as well as voluntary payment of any debt in full by you, and any legal proceeding by us to collect a debt owed by you. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreements you may have had with us, each of which shall be enforceable regardless of such invalidity.

This Cardholder Agreement is effective 12/2012.