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# WF Business Elite Card Customer Agreement

Explore features and benefits

## WF Business Elite Card
Customer Agreement

Effective: May 1, 2024

### Contents by Category:

1. Parties to Agreement and Acceptance

2. Customer Roles

3. Permissible Use

4. Account Features

5. Using the Account - Purchases

6. Rewards Program

7. Using Your Account - Cash

8. Fees and Other Charges

9. Finance Charges

10. Payments

11. Service

12. Defaults and Remedies

13. Legal

14. Credit Evaluation

15. Arbitration

1. ### Parties to Agreement and Acceptance

   This Business Elite Card Customer Agreement ("Agreement") governs the Business Elite Card Account ("Account" or "Accounts") that WF Bank, N.A. ("Bank", "we", "us") is establishing for use by you (if a sole proprietor) or your business organization (such a sole proprietor or business organization are referred to in this Customer Agreement as "Customer", "you", and "your"). Your written agreement to be bound by the terms of the Customer Agreement, as amended from time to time, or the use of the Account, Visa® Business Card or Mastercard Business Card® cards issued on the Account ("Business Cards"), or a request for a transfer from the Account by you or your Administrator(s), Company Contact(s), or Cardholder(s) (as defined below) shall be evidence of your acceptance of the terms and conditions of this Agreement, including but not limited to applicable Finance Charges and Other Charges. By acceptance, you agree to be bound by and comply with each and every following term and condition of this Agreement.
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2. ### Customer Roles

   #### Account Guarantor

   An Account Guarantor is an individual who signed as an authorized representative of the business and as a personal Account Guarantor of the business’ debt to the Bank, who has full access to Account funds and the ability to obtain information about the Account from customer service and online banking. An Account Guarantor is personally liable for the entire debt incurred on the Account.

   #### Administrators

   You may designate up to three (3) Administrators for your Account.

   - An Administrator is an individual (other than sole proprietors, business owners, or Account Guarantors of the Account) who may perform all of the transactions that you may perform, including but not limited to: obtaining account information via telephone, Online Banking, or in person; establishing and/or closing individual Cardholder account numbers; accessing or transferring funds from the Account; making payments; designating/revoking another Administrator; and closing the Account altogether.
   - Administrators (other than sole proprietors, business owners, or Account Guarantors of the Account) are not personally liable for the Account.
   - You must provide the full name, social security number, birthday, phone number, and email for an Administrator.
   - You may add or delete an Administrator by contacting us in writing, by telephone, or via Online Banking (subject to availability of that function) using the contact information below in the section entitled "Service."

   #### Company Contacts

   You may designate up to three (3) Company Contacts for your Account.

   - A Company Contact is an individual (other than sole proprietors, business owners, or Account Guarantors of the Account) who may perform most of the transactions you may perform, including but not limited to: obtaining account information via telephone; establishing and/or closing individual Cardholder account numbers; accessing or transferring funds from the Account; making payments; and closing the Account altogether.
   - A Company Contact cannot obtain service in person or via Online Banking.
   - Company Contacts (other than sole proprietors, business owners, or Account Guarantors of the Account) are not personally liable for the Account.
   - You must provide the full name for a Company Contact.
   - You may add or delete a Company Contact by contacting us in writing or by telephone using the contact information below in the section entitled "Service."

   #### Cardholders

   You may request that Business Cards bearing distinct account numbers be issued for your Account. Each Business Card will be embossed with the name of the Business Card holder ("Cardholder") and a distinct account number.

   - Your employees who are Cardholders (other than sole proprietors, business owners, or Account Guarantors of the Account) are referred to as "Employee Cardholders" and are not personally liable for the charges to the Business Card issued to them.
   - Employee Cardholders may use their Business Card bearing a distinct account number to incur charges to the Account, and may perform transactions and obtain information about their own Business Card, obtain service on their Business Card by telephone, in writing or via Online Banking, change the billing information for their Business Card, order a replacement Business Card, and close their Business Card to future charges.
   - You, an Administrator, or a Company Contact may add Employee Cardholders or close individual Employee Cardholder accounts by contacting us in writing, by telephone, or via Online Banking (subject to availability of that function) using the contact information below in the section entitled "Service."
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3. ### Permissible Use

   The Account will be used for business purposes only. In no event shall the Account be used for any transaction that is illegal under any applicable law. You represent that you (if a sole proprietor) and your business organization are not a Money Service Business as defined by federal law, or have identified yourself to Bank as such a business and have complied with all applicable laws, rules, and regulations governing such businesses. You may not use your Account to pay any other credit account at WF. Completing or attempting such a transaction may lead to your Account being closed.

   #### Authorizations

   All transactions on an Account are subject to prior approval by Bank ("Authorizations"). Bank reserves the right to block authorizations from certain types of merchants. These include but are not limited to merchants whose business is selling crypto currencies and online gambling. Bank reserves the right to limit the number of Authorizations given during any period of time (day, weekend, week, etc.) and Bank may deny an Authorization if Bank suspects that the Account is being used without your permission. If Bank’s Authorization system is not working, Bank may be unable to give an Authorization even though the transaction would not exceed the applicable Credit Limit and the Account is in good standing. For security reasons, Bank cannot explain the details of how the authorization system works. Bank shall not be liable for failing to give any such Authorization. Bank may, but is not required to, authorize transactions that will cause the balance on an Account to exceed the Credit Limit assigned to an Account, and you agree that you are liable for any such transactions as well as Finance Charges and Other Charges. If you give your credit card information to a merchant to bill your account for recurring payments, or to keep it on file for future purchases or payments, and your card number, expiration date, or security code changes, you are responsible for notifying the merchant of your new card information. Some card networks provide update services and receive updated card information from WF. Merchants that participate in such services will receive updated information from the network for credit card accounts that you have provided to the merchant for recurring or future purchases or payments. We cannot tell you which merchant will receive updated card information when your card information changes. You should always provide your new card information to each merchant with who you do business because some merchants do not subscribe to such network services.
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4. ### Account Features

   #### Credit limit

   The Credit Limit of an Account is shown in separate correspondence provided to you at the time an Account is opened, and on each of the monthly periodic (billing) statements issued for that Account. You shall not use or permit the use of an Account in any way that will cause an Account to exceed its Credit Limit. You are responsible for repaying outstanding advances under the Account, including but not limited to those that exceed its Credit Limit. Bank may, at its option, close the Account, exercise any of its other Remedies under this Agreement, and reduce your Account and/or Company Credit Limit without notice to you, except in those situations where notice is required by law. Account may be further subject to a Cash Credit Limit that is less than the total Credit Limit. If your Account is subject to a Cash Credit Limit, that amount will be shown on the monthly periodic (billing) statements.
   Further, the total Credit Limit for your company does not appear on your statement. If any portion of the total Company Credit Limit is not allocated to a card for a period of 12 months or more, the unallocated credit at the Company level may be withdrawn by the Bank without notice and your Company Credit Limit will be adjusted to reflect the reduced amount.

   #### Billing Options

   Your Account may be established with Individual Billing or Consolidated Billing.

   - Individual Billing: A separate periodic statement that must be paid individually will be generated for each distinct Cardholder Account number. The Cardholder will receive a separate periodic statement every month for Cardholder’s Account that has a balance or monetary activity.
   - Consolidated Billing: A single Account with no Business Card issued will be established for billing purposes ("Control Account"). Business Cards established for Cardholders ("Sub-Accounts") will be linked to the Control Account and all transactions from the Sub- Accounts will be transferred to the Control Account for billing. When Consolidated Billing is elected, individual billing statements will not be issued to individual Cardholders, although Sub-Account Memo Statements are optionally available. All payments must be made to the Control Account.
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5. ### Using the Account - Purchases

   #### Point of sale

   You will be issued one or more Business Cards. An Account bearing a distinct account number and Credit Limit will be established for each Business Card issued for use by a Cardholder. The following services are available, subject to the sublimit, if any, established for the service, and the aggregate Credit Limit established for the Account:

   #### Purchases with a Business Card

   A Business Card may be used to purchase goods or services wherever a credit card bearing the Visa or Mastercard logo is accepted.

   #### Foreign transactions

   If you originate a transaction in a foreign currency, the amount will be converted to U.S. dollars before posting to your Account. Visa International or Mastercard International, depending on which card is used, will convert the transaction into a U.S. dollar amount by using its currency conversion procedure in effect at the time the transaction is processed. Currently, their regulations and procedures provide that the currency conversion rate is either: (1) a wholesale rate, determined by the processor of the transaction, which rate may vary from the rate Visa International or Mastercard International itself receives; or (2) a government-mandated rate for the applicable currency as determined under applicable Visa International or Mastercard International regulations and procedures. This rate may differ from the rate in effect when the transaction occurred or when it was posted to your Account. Your periodic statement will display additional details with most foreign currency transactions, including: name of the foreign currency, units of the foreign currency, and the exchange rate. Bank does not charge an additional fee for foreign transactions.

   #### Third Party/Mobile Devices and Digital Wallets

   We may also permit any Cardholder to load information about your Account onto third party/mobile devices (such as a smartphone, tablet, or any other handheld or wearable communication device that allows a Cardholder to store or electronically present Account information) that would enable the Cardholder to make Purchases or engage in credit transactions for an Account without needing to show a Business Card. You and we agree that any such use of an Account will be subject to all the terms and conditions contained in this Agreement.
   To the extent a Cardholder does use a third party/mobile device to make a credit transaction on an Account, or load information about an Account onto any such device, you need to be aware that we do not control the device and cannot guarantee the performance of either the device or any third party.
   Additionally, you agree that:

   - You will direct each Cardholder on your Account to carefully protect the security of any devices the same as you would your cash, checks, credit cards, and other valuable information. We encourage you to password protect or lock any such device to help prevent an unauthorized person from using it. You agree to promptly report any loss or theft to both us and the third party.
   - The owner of the device may incur third party fees both to us and the third party related to engaging in a third party/mobile device transaction (such as mobile carrier data or messaging charges).
   - Credit transactions made through a third party/mobile device may involve the electronic transmission of information related to you or the Account across wireless or computer networks. Third parties, such as merchants, card association networks, mobile carriers, mobile wallet operators, and software application providers may use and receive information in connection with a credit transaction. Third parties may also receive information about your mobile device when you use it to make a credit transaction.
   - We may, at any time, partially or fully restrict a Cardholder’s ability to make credit transactions through a third party/mobile device. You agree to notify us promptly if you remove or want to remove Account information from any third party/mobile device.
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6. ### Rewards Program

   #### WF Business Card Rewards® program

   You may earn points redeemable for specific rewards or cash-back credit through a Business Card Rewards program. Complete program details will be provided upon enrollment.
   If you have multiple Cardholders, then you must designate one Cardholder Account to accumulate rewards points or cash-back credit earned on all of your Business Cards.
   If you elect Consolidated Billing, then only the Control Account can be used to accumulate rewards points or cash-back credit earned on all of your Sub-Accounts.
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7. ### Using Your Account - Cash

   #### Cash advances

   Cash may be advanced from an Account by presenting the Business Card at financial institutions that accept Visa or Mastercard credit cards. For cash withdrawals, there is a $500 daily limit. Withdrawals from non-WF ATMs may be subject to additional limits placed on them by the ATM operator. If the ATM operator imposes a surcharge or convenience fee in connection with the withdrawal of cash using your Business Card, the amount of that fee will be included as part of the total Cash Advance amount. You can also get a Cash Advance and perform balance inquiries using your Business Card with a Personal Identification Number ("PIN") at all WF ATMs, or any ATM which displays any of the logos appearing on the back of your Business Card. If your Account is subject to a Cash Credit Limit, authorizations for Cash Advances will not be granted if they would cause your cash balance to exceed the Cash Credit Limit.

   #### Overdraft protection advances

   Bank will make advances from your Account ("Overdraft Protection Advances") to help you avoid the inconvenience and expense of overdrafts and returned items in a WF Business Checking Account ("Checking Account"). The types of accounts that can be linked for Overdraft Protection Advances depend on the Checking Account you have. Some Checking Account plans also allow you to link your Checking Account both to a credit account and a deposit account at the same time. If this is the case, the following will apply to Overdraft Protection Advances from your credit Account:
   • If you choose to link both a deposit account and a credit account to provide overdraft protection, you may designate the account from which you want the funds advanced first.
   • If you do not designate an account order for Overdraft Protection Advances, Bank will advance funds from your linked deposit account first, and then from your linked credit account, subject to credit availability under this Agreement.
   If there is not enough available credit to cover the entire amount of an item presented for payment in the Checking Account, the item may be returned unpaid.
   If you elect Consolidated Billing, then only the Control Account is eligible to be linked to provide overdraft protection.
   Bank will transfer the exact dollar amount to cover the overdraft, subject to your Credit Limit and a minimum overdraft advance amount of $25. If the amount of available credit on your Account is less than $25, or less than the overdraft, Bank will transfer the amount of the available credit.
   Overdraft Protection Advances, as well as finance charges, may cause the balance on your credit Account to exceed the Credit Limit, which can result in the application of certain Remedies.
   If there is more than one person authorized to access, or listed on, the Checking Account, you will be responsible for all Overdraft Protection Advances from the credit Account regardless of which individual accessed the Checking Account funds.
   Overdraft Protection Advances are an optional feature that may not be available for a Checking Account. Bank reserves the right to terminate Overdraft Protection Advances without notice for any reason, including Overdraft Protection Advances resulting from payments to the credit Account, or maintenance of a zero or negative balance in the linked Checking Account. Periodic Finance Charges will apply to Overdraft Protection Advance balances from the date of the Overdraft Protection Advance.

   #### Transfers

   You authorize Bank to make transfers, up to the lowest of the available (1) Credit Limit, (2) Cash Credit Limit, or (3) $500 Daily Limit, if applicable, between the Account and other accounts upon Bank’s receipt of instructions from you, an Account Guarantor of your Account(s), an Administrator, a Company Contact, a Cardholder, or any other person you authorize orally, electronically, or in writing to request such a transfer. Bank will have no liability for any transfer believed by Bank in good faith to have been authorized by you to submit the request. You will indemnify and hold Bank harmless from and against any damages, liabilities, costs, or expenses (including attorney’s fees) arising out of any claim by you or any third party against Bank in connection with Bank’s performance of transfers as described above. Transfers will be treated as Cash Advances unless otherwise specified and will not be eligible to earn Rewards points or cash-back credit.
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8. ### Fees and Other Charges

   Summary of Fees and Charges
   Late Charge | $25 / $39 / $75
   Overlimit Fee | None
   Returned Payment Fee | None
   Cash Advance / Transfer Fee | 4%, min. $10
   Overdraft Protection Advance Fee (to linked WF deposit account) | None
   Wire Transfer / Quasi Cash Fee | 4%, min. $10
   Balance Transfer Fee | Varies — refer to specific offer details
   Foreign Transaction Fee | None
   Annual Fee | Varies — refer to specific offer details

   #### Other charges

   The total of Other Charges that may be charged to the Account is the sum of:

   #### Late charge

   If Bank does not receive at least the Total Amount Due by the Current Payment Due Date shown on a periodic statement, Bank may assess a Late Charge as follows:

   Balance | Fee
   --- | ---
   up to $100 | $25
   $100.01 – $5,000 | $39
   $5,000.01 or more | $75

   Bank may, but is not required to, contact you to inform you of other Late Charge amounts in cases of default.

   #### Fees that may be assessed annually

   Bank may assess an Annual Fee for the first year and each year thereafter for each Account. Annual Fees will not be refunded in whole or in part after assessment even if the Account is subsequently suspended, closed, or terminated for any reason.

   #### Fee waivers

   Bank may waive any of the fees in this Agreement at Bank’s discretion; however, Bank reserves the right to begin charging any fee that was previously waived without providing prior notice to you.
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9. ### Finance Charges

   #### Finance charge

   The total Finance Charge for an Account is the sum of the Periodic Finance Charge plus the Transaction Finance Charge assessed on the Account for the billing period, subject to the Minimum Finance Charge. The method used to determine the balance or balances upon which these finance charges are computed is as follows:

   1. #####
      Periodic finance charge

      For each type of balance on an Account (i.e. the Cash Advance balance, the Purchase balance and Other balance), the Periodic Finance Charge is calculated by multiplying the Average Daily Balance during the billing cycle by the number of days in the billing cycle and then multiplying this product by the applicable Daily Finance Charge Rate ("Daily Rate").
      Periodic Finance Charge = (ADB) x (#days) x (Daily Rate)

   2. #####
      Calculation of Average Daily Balance ("ADB")

      To calculate your ADB each month, we calculate the daily balance of the Account for each day in the billing period ("Daily Balance"), add the Daily Balances together, and divide that total amount by the number of days in the billing period. ADBs for Cash Advances, Purchases, and Other categories are calculated separately and may be subject to different rates.
      For each category of balance (Cash Advances, Purchases, and Other), we calculate the Daily Balance by starting with the beginning balance related to that category plus any new activity (Cash Advances, Purchases, and Other) posted as of that day, plus any related unpaid Finance, Transaction, or Other Charges, and add a Periodic Finance Charge equal to the previous day’s balance multiplied by the applicable Daily Finance Charge Rate. We subtract the amount of any payments or credits applied to that balance category.
      The ADB for Purchases will not include any part of the New Balance from the previous periodic statement or any new purchases posted to the Account during the current billing period if the New Balance from the previous statement is paid by the Payment Due Date shown on that previous statement, or if the New Balance from the previous statement was zero.
      The ADB for Cash Advances includes any Cash Balance that was unpaid at the end of the previous billing period until such existing balance is paid in full. The Cash Advances ADB will also include any new Cash Advance activity.
      The ADB for Other balances may be treated like Purchase balances or Cash Advance balances depending on the promotion under which the Other balance was created.

   3. ##### When periodic finance charge begins and ends

      The Periodic Finance Charge for Purchases begins on the date the transaction was made, except that no Periodic Finance Charge will be imposed during the current billing period on new Purchases posted to an Account during the current billing period if you have paid the New Balance shown on the previous periodic statement in full by the Current Payment Due Date shown on the previous periodic statement. This period of time after the Statement Closing Date and through the Current Payment Due Date is referred to as the "grace period" and applies to Purchases only and not to Cash Advances. If your New Balance consists of only Purchases, you may avoid Finance Charges by paying that amount in full by the Current Payment Due Date.
      The Periodic Finance Charge for Cash Advances (including Overdraft Protection Advances) will begin on the transaction date. There is no interest-free grace period on Cash Advance balances. Finance Charges continue to be assessed on Cash Advance balances until that Cash Advance balance is paid in full.
      The grace period for Other balances will be the same as the grace period for Purchase or Cash Advance balances depending on the promotion under which the Other balance was created.

   4. #####
      Daily finance charge rate

      The Daily Finance Charge Rate will either be a fixed rate or a variable rate subject to a Lifetime Rate Floor (see below). Please refer to separate correspondence from the Bank provided at the time your Account is opened or at a later date to determine your Daily Finance Charge Rate. The Daily Finance Charge Rate for Cash Advances, Purchases, and Other balances may differ. The Daily Finance Charge Rate is calculated by dividing the applicable interest rate by 365.
      If your Account is subject to a variable rate, that rate will be determined for each monthly billing cycle by taking the WF Prime Rate (see below) in effect one business day prior to your Statement Closing Date and adding an additional amount ("Spread"). Any changes in your Daily Finance Charge Rate will apply both to current and future balances on the Account and the Daily Finance Charge Rate will continue to vary even if the Account is closed.
      The Bank initially determines your Spread and may subsequently change the Spread at Bank’s sole discretion. Please refer to separate correspondence from the Bank regarding your Spread.

   5. ##### Lifetime Rate Floor

      The Daily Finance Charge Rate for any balance will never fall below 0.0%. This is the Lifetime Rate Floor for your Account.

   6. ##### WF Prime Rate

      For purposes of this calculation, the WF Prime Rate is the rate announced by the Bank from time to time as its "Prime Rate."

   7. ##### Minimum finance charge

      There will be a Minimum Finance Charge of $1 for each billing period in which a Finance Charge is assessed.

   8. ##### Transaction finance charge

      The Transaction Finance Charge is a one-time charge made each time certain types of Cash Advances are posted to the Account.

      - The charge for each advance or transfer is 4% of the amount of the advance and subject to a $10 minimum and $175 maximum.
      - There is NO Transaction Finance Charge for Overdraft Protection Advances

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10. ### Payments

    #### Promise to pay

    You promise to pay Bank, when due, the total of all purchases and advances made on the Account. You also promise to pay the total of any Finance Charges and Other Charges due on an Account, as stated in this Agreement, and all costs and expenses including any attorney’s fees incurred in enforcing this Agreement.

    #### Payments

    A separate periodic statement will be sent every month for each Control Account and Individual Billing Account that has a balance or monetary activity. The New Balance shown on the statement will be the total of all unpaid obligations that have been posted to an Account as of the Statement Closing Date shown on the statement.
    You, or the Individual Cardholder if the Account has Individual Billing, may pay the Total Amount Due shown on the statement or any greater amount, but Bank must receive at least the Total Amount Due shown on the statement, in immediately available U.S. funds drawn on a U.S. bank, by the Current Payment Due Date shown on the statement. We may refuse to accept any payments by third-party check or draft that have been endorsed to us or which have been drawn by anyone other than you.
    The Current Payment Due Date will be at least 25 days after the Statement Closing Date.

    #### Current payment due

    If the Account is revolving, the Current Payment Due is equal to 5% of the New Balance, subject to a $500 minimum. However, if the New Balance is less than $500, the Current Payment Due will equal the New Balance.

    #### Total amount due

    The Total Amount Due shown on the statement is equal to the sum of the Current Payment Due PLUS any Past Due Amount, PLUS any payment due on promotional balances required by the terms of promotion. If there is no Past Due Amount or promotional balance, then the Total Amount Due shown on the statement will equal the Current Payment Due.

    #### Other payment information

    - Fees for additional Bank products/services charged to your Account may or may not be included in the Current Payment Due. If fees for these products are to be included in the Current Payment Due, those fees will be described in the separate information provided with those products/ services.
    - Generally, we will apply your Minimum Payment first to balances with lower interest rates (such as Purchases) before balances with higher interest rates (such as Cash Advances). Payments made in excess of the Minimum Payment will be applied to balances with higher interest rates first before balances with lower ones.
    - Payments that are received at the payment processing address (printed on each statement) by 5:00 p.m. on any business day will be credited as of the day of receipt. Payments received after 5:00 p.m. or on non-business days may be credited as of the next business day.
    - Bank may, at its sole discretion, for a period of time Bank determines, withhold a portion of the available credit on your Account up to the amount of any payment(s) in order to ensure that the check or other payment instrument is honored.
    - Bank may, at its sole discretion, accept late payments, partial payments, post-dated checks, or any form of payment containing a restrictive endorsement, without losing any of our rights under this Agreement. We will post checks when we receive them and not wait until the check’s written date. Bank’s acceptance of checks or money orders labeled "payment in full", or words to that effect, will not constitute an accord and satisfaction nor a waiver of any rights we have to receive full payment. Please note that such payments will not discharge your full debt.

    #### Automatic payment

    Automatic Payment service schedules automatic payments from a deposit account designated by you to pay your Account any month a balance is due. You may authorize payment of the Total Amount Due, or a greater amount.
    You may authorize the Automatic Payment service for an Account or Bank may require that you provide such an authorization as a condition of approving your Account and/or keeping your Account open. Please see separate correspondence from Bank regarding such a requirement.
    If an automatic payment is returned or reversed for any reason, or if an automatic payment results in an Overdraft Protection Advance from the designated deposit account, Bank may terminate the Automatic Payment service without notice and/or close your Account.
    If the checking or savings account selected is a personal account, you attest you are an owner of the account and agree that WF will send any notices related to automatic payments to the e-mail or mailing address on file for the business credit account, according to your delivery preferences, and that you will be able to access and keep notices sent to that address .

    ####

    Payments after account closure or default

    After an Account closes for any reason or a Default occurs it is in the Bank’s and your interest to pay off the remaining balance in as short a time as possible. To facilitate a faster payoff at any time after an Account closes or Default occurs, Bank may set the Current Payment Due to a fixed payment amount that will not decline as the balance is paid down over time. When the New Balance reaches an amount less than the fixed payment amount, the required payment will be reduced to the New Balance shown on your statement. This fixed amount will always be compared to the standard Current Payment Due calculation, and Bank will require the higher of those two amounts be paid.

    #### Payment address

    Check your current statement for the address to mail a payment. You may call us at the number listed on your Business Card or statement to make a payment or obtain the mailing address for payments. You also may be able to pay your Account using Online Banking.

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11. ### Service

    #### Billing errors

    You agree to notify Bank of any billing errors regarding a merchant transaction posted to the Account within 30 days after receipt of the statement reflecting the error. If Bank is unable to resolve the error with the responsible merchant, you agree to pay Bank the amount in question and further pursuit of the issue with the merchant will become your responsibility.

    #### Liability for unauthorized use

    Bank will not hold you liable for the unauthorized use of Account subject to the following:

    - You must notify Bank immediately if you suspect or know that a Business Card is lost or stolen, or in the possession of an unauthorized person, by calling 1-800-231-5511.
    - Use of the Account or a Business Card issued for the Account by you, an Account Guarantor of your Account(s), an Administrator, or Company Contact or Cardholder at any time, even if no longer associated with or employed by you, does not constitute unauthorized use, subject to applicable law.

    #### Contacting you

    By providing us with any telephone number, you are expressly giving permission to contact you at that number about all of your WF Accounts. You give consent to allow us to contact your past, present, and future phone service providers to verify the information you have provided against their records. You agree that your phone service providers may verify any phone numbers you have supplied to the name, address, and status on their records. You authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI), and other subscriber details, if available, to Bank and service providers for the duration of the business relationship, solely for identity verification and fraud avoidance. See our Privacy Policy for how we treat your data. For us to service your Account or to collect any amounts you may owe, you agree that we may contact you using any contact information related to your Account, including any number (i) you have provided to us, (ii) from which you called us, or (iii) which we obtained and reasonably believe we can reach you. We may use any means to contact you and this may include contact from companies working on our behalf to service your Accounts. This may include automated dialing devices, prerecorded/artificial voice messages, mail, email, text messages, and calls to your cell phone or Voice over Internet Protocol (VoIP) service, or any other data or voice transmission technology. You are responsible for any service provider charges as a result of us contacting you. If you provide telephone number(s) for which you are not the subscriber, you understand that you shall indemnify us for any costs and expenses, including reasonable attorneys’ fees, incurred as a result of us attempting to contact you at the number(s).

    #### Contacting WF

    Telephone service
    You, Account Guarantors of your Account, Administrators, Company Contacts, and Cardholders may contact us toll-free at 1-800-231-5511. If you need to contact us from outside the United States, you can call the same toll-free telephone number using the respective country code. Visit #/intl for more details.
    TTY/TDD service
    For TTY/TDD service, contact a telephone relay service provider.
    Online Banking
    You, your Administrators and Cardholders may be able to access your Account or individual cardholder account numbers via WF’s Business Online Banking service. Access is obtained by establishing personal credentials for an individual and the Bank must have the full name, social security number, birthday, and other details of any individual attempting to establish online access. #.
    Inquiry & correspondence address
    WF Business Correspondence
    PO Box 29482
    Phoenix, AZ 85038
    Telephone monitoring
    You agree that Bank may monitor and record telephone calls regarding your account.
    Changes of address, telephone number, or name
    You agree to promptly notify us if you change any contact information you provide to us. This includes your mailing address, email addresses, phone numbers or business name.
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12. ### Defaults and Remedies

    #### Default

    The following constitute defaults under this Agreement:

    1. A payment is not made when it is due;
    2. The terms of this Agreement are breached in any way;
    3. Customer or any Account Guarantor of Customer’s Account defaults under the terms of any other obligation to Bank or anyone else;
    4. A bankruptcy petition is filed by or against Customer or any Account Guarantor of Customer’s Account;
    5. A significant change occurs in the ownership or organizational structure of Customer or any Account Guarantor of Customer’s Account or in the type or volume of such Customer’s or Account Guarantor’s business or the death of a Customer or Account Guarantor;
    6. Customer or any Account Guarantor of Customer’s Account becomes insolvent or is dissolved, or Bank otherwise believes in good faith that the prospect of payment and/or performance under this Agreement or any guaranty of Customer’s Account is impaired;
    7. Payments to Account are returned or reversed for any reason;
    8. Customer fails to submit required information the Bank deems necessary;
    9. Customer’s Account balance exceeds the Credit Limit; or
    10. Bank observes excessive or suspicious Account usage or suspects an Account is involved in kiting.
    Customer will be charged the applicable Finance Charge Rate after any default under this Agreement.

    #### Remedies

    In the event of any default or failure to meet any condition under the preceding paragraphs, Bank may, at its option and without prior notification:

    1. Close any or all Accounts to all use, as well as any other accounts for which the Customer or an Account Guarantor is liable to Bank;
    2. Accelerate payment of the full balance on any or all accounts as well as any or all other accounts for which the Customer or an Account Guarantor is liable to Bank, and thereby require immediate payment of the full balance, including, without limitation, any Finance Charge and Other Charges;
    3. Fix monthly Account payments at a higher amount;
    4. Immediately terminate any promotional rates and/or raise the interest rate on existing and new balances;
    5. Fix the Late Charge at a higher amount.

    #### Banker’s lien and right of set-off

    Bank has a general lien under South Dakota law on any of your personal property in Bank’s possession. In the event an Account is not paid as agreed, Bank may exercise its right of set-off against any obligation Bank owes to you, including a set-off to the extent permitted by law against any deposit account(s) you have with Bank.
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13. ### Legal

    #### Change in terms of an Account

    Bank may unilaterally change any of the terms of your Accounts at Bank’s sole discretion at any time. Bank will provide you with such notice as is required by law (if any), by mailing such notice to you at the latest address shown in Bank’s records. If you have elected to receive statements electronically, notices may be delivered to you electronically in the same manner that statements are delivered, and Bank will have met that notice requirement by sending you an email or other electronic message, to the email or electronic address on file, that either contains the notice or directs the recipient to an Internet-accessible location where the notice may be viewed. You are responsible for maintaining a valid email or other electronic address, as applicable, and are responsible for updating this address if it changes. Bank at all times reserves the right to deliver any statement, notice, or other communication to you in writing at the latest postal address shown in Bank’s records. Subject to applicable law and provided Bank does not notify you otherwise, any changes will apply to the current balance of your Accounts as well as to future balances.

    #### Laws governing this agreement

    The laws of the state of South Dakota shall govern this Agreement. If any part of this Agreement cannot be enforced, this fact will not affect the rest of this Agreement. Bank may delay or forego enforcing any of its rights or remedies under this Agreement without losing them. Notwithstanding anything to the contrary, this Agreement shall not require or permit the payment, taking, reserving, receiving, collection, or charging of any sums constituting interest that exceed any maximum amount of interest permitted by applicable law. Any such excess interest shall be credited against the then unpaid principal balance or refunded to Customer. Without limiting the foregoing, all calculations to determine whether interest exceeds the maximum amount shall be made by amortizing, pro-rating, allocating, and spreading such sums over the full term of the loan, including all prior and subsequent renewals and extensions. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts) shall not apply to any revolving loan Accounts existing under this Agreement.

    #### Limitation on lawsuits

    You agree that any lawsuit based upon any cause of action which you may have against Bank must be filed within one year from the date that it arises or you will be barred from filing the lawsuit. This limitation is intended to include tort, contract, and all other causes of action for which you and Bank may lawfully contract to set limitations for bringing suit.

    #### Right to terminate an account

    Bank may terminate any or all of Customer’s Accounts at any time, or reduce the amount of Customer’s Credit Limit on any or all of its Accounts, without notice, subject to applicable law, even though a default on any Account may not have occurred. If Bank terminates an Account, the Customer agrees to destroy any Business Card(s) on that Account. Customer agrees that it will continue to be responsible for full payment of the balance on the closed Account(s) and all charges to the Account(s), including, without limitation: Purchases and Cash Advances that post after termination of the Account and any Finance Charge and Other Charges. Customer, any authorized representative of Customer, any Account Guarantor, any Administrator, and any Company Contact may cancel the Account at any time upon written notification to Bank.
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14. ### Credit Evaluation

    #### Credit reports and re-evaluation of credit

    You authorize Bank to obtain business and personal credit bureau reports in the name of the Customer, its owner(s)’, and each Account Guarantor of Customer’s obligations under this Agreement (each an "Account Guarantor") at any time. You agree to submit to Bank current financial information in the name of the Customer and to submit or cause each Account Guarantor and owner to submit to Bank current financial information in its name and the name of its owners at any time upon request. Such information shall be used for the purpose of evaluating or re-evaluating Customer’s, its owners(s)’, and Account Guarantor(s)’ creditworthiness. You also authorize Bank to use such information and to share it with its affiliates in order to determine whether you and/or any Account Guarantor are qualified for other products and services offered by Bank and its affiliates. Upon determination that any Customer’s, owner(s)’ or Account Guarantor(s)’ creditworthiness has changed adversely or does not satisfy Bank’s current credit standards, Bank may close or lower the Credit Limit on any or all Accounts. Bank may report its credit experience with Customer, its owners’, Account Guarantor(s)’ and Customer’s Account(s) to third parties. Customer agrees that Bank may release information about Customer, its owners’, and Account Guarantor(s)’, and/or Customer’s Account(s) to Bank affiliates.
    Important notice about credit reporting. Bank may report information about your Account(s) to credit bureaus and/ or consumer reporting agencies in your name, the name of your business organization, and in the name of any Account Guarantor(s). Late payments, missed payments, or other defaults on your Account(s) may be reflected in your, your business organizations, and Account Guarantor(s)’ credit report(s) and/or consumer report(s).

    #### ECOA notice

    The Federal Equal Credit Opportunity Act ("ECOA") prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income is derived from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The Federal agency that administers compliance with this law concerning WF Bank, N.A. is the Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, D.C. 20552.

    #### ECOA information

    If any application for additional business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, please contact WF SB Credit Services - Acct Servicing Team, P.O. Box 29482, Phoenix, AZ 85038, or call 1-833-728-1691, within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement.
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15. ### Arbitration

    #### Arbitration program

    1. ##### Binding arbitration

       The parties hereto agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A "Dispute" shall include any dispute, claim, or controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement, or any other agreement, document, or instrument to which this Arbitration Program is attached or in which it appears or is referenced, or any related agreements, documents, or instruments or any renewal, extension, modification, or refinancing of any indebtedness or obligation relating to the foregoing, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default, or termination. This provision is a material inducement for the parties entering into the transactions relating to this Agreement. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROGRAM.

    2. ##### Governing rules

       Any arbitration proceeding will: (i) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the American Arbitration Association ("AAA"), or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, then at a location selected by the AAA in the state of South Dakota. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. The arbitrator shall award all costs and expenses of the arbitration proceeding. Nothing contained herein shall be deemed to be a waiver by any party that is a lender of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

    3. ##### No waiver of provisional remedies, self-help, and foreclosure

       The arbitration requirement does not limit the right of any party to: (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

    4. ##### Arbitrator qualifications and powers

       Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a neutral practicing attorney or a retired member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions, and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

    5. ##### Discovery

       In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

    6. ##### Class proceedings and consolidations

       No party shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties to this Agreement, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

    7. ##### Miscellaneous

       To the maximum extent practicable, the AAA, the arbitrators, and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content, or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shall control. This arbitration provision shall survive the repayment of the obligations that are the subject of this agreement and the termination, amendment, or expiration of any of the documents or any relationship between the parties.

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       © 2024 WF Bank, N.A. Member FDIC.

       BLD-145 (04-24)

DT1-09032027-18-8399419-8.1

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