ALL ABOUT YOUR TCH COMMERCIAL ACCOUNT

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1 ALL ABOUT YOUR TCH COMMERCIAL ACCOUNT Welcome to TCH LLC. This agreement is entered into by and between all individuals or entities named on the TCH card application and any other person or entity who agrees to be liable on the Account and TCH LLC. (referred to herein as TCH, we and our ) and consists of this Cardholder Agreement, the TCH card Application, Schedule of Fees and all documents and statements (collectively the Agreement ). The TCH proprietary card may be used to purchase motor fuel and other authorized goods and services from TCH network locations throughout the United States and Canada. TERMS AND CONDITIONS OF YOUR TCH ACCOUNT AGREEMENT - This Agreement governs the use of all TCH cards or devices issued pursuant hereto, including any additional, renewal or replacement devices, (Collectively TCH Card(s) ). This document, along with any other documents we give you pertaining to your account(s), is a contract that establishes rules which control your account(s) with us. Please read this carefully. If you open and continue to have your account with us, you agree to these rules. You will receive a separate welcome letter and schedule of fees if they are not included with this document. If you have any questions, please call us at This agreement is subject to applicable federal laws and the laws of the State of Utah (except to the extent that this agreement can and does vary such rules of law). The body of state and federal law that governs our relationship with you, however, is too large and complex to be reproduced here. The purpose of this document is to: (1) summarize some laws that apply to common transactions; (2) establish rules to cover transactions or events which the law does not regulate; (3) establish rules for certain transactions or events which the law regulates but permits variation by agreement; and (4) give you disclosures of some of our policies to which you may be entitled or in which you may be interested. If any provision of this document is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. We may permit some variations from our standard agreement, but we must agree to any variation in writing whether on the signature card for your account or in some other document. As used in this document the words we, our, us and TCH mean TCH LLC and the words you, your and yours mean the account holder(s) and anyone else with the authority to deposit, withdraw, make charges, or exercise control over the funds or credit limit in the account. The headings in this document are for convenience or reference only and will not govern the interpretation of the provisions. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular. You hereby agree to the terms of this Agreement upon your use of any access device issued pursuant hereto, including any additional, renewal or replacement devices, (collectively the TCH Card or convenience check ), any use of your account or the use of any other service provided by us in connection with this Agreement (your Account ). PROMISE TO PAY: You agree to be responsible for and promise to pay in accordance with the credit terms approved by TCH for, (a) any and all charges, including without limitation, the gross sales price of all goods and services purchased, including any TCH services, data usage, telecommunications services and all taxes and surcharges purchased by you or anyone you permit to use this Account, including but not limited to, any person issued an additional Card on your Account ( Authorized User ); (b) any and all applicable fees, assessments or customer service assistance fees, as set forth in this agreement and on the fee schedule; (c) collection costs and attorneys fees as provided herein and as permitted by applicable law. You acknowledge and agree that this promise includes any and all amounts for which you or any Authorized User intended to incur, even if you or the Authorized User have not signed a transaction slip, form or receipt or presented the TCH card. You and any person liable on the Account agree to be jointly and individually responsible for any and all payment and performance obligations set forth herein. ADDITIONAL CARDHOLDERS- Additional Cardholders are Authorized Users on your Account and the Card(s) issued to them may be cancelled by you or us at any time. You must inactivate cards pursuant to this Agreement to revoke a Cardholder s authorization to use your Account and any such Additional TCH service(s). Page 1 of

2 You are responsible under this Agreement for all use of your Account by the Additional Cardholder and by anyone else you or an Additional Cardholder lets use the TCH card, even if you did not intend for an Additional Cardholder or other person to use the TCH card for any transactions. You agree not to make or allow your agents or employees to make purchases using the TCH card in excess of the limitations approved by us. GUARANTORS- We hereby reserve the right, as a result of your refusal or failure to pay, to pursue Guarantors and/or Joint Account holders for payment of charges incurred or authorized by you and any and all cardholders for each use of the Additional Cards to pay us for such transactions and become subject to the terms and conditions of this Agreement. You authorize us to provide Account information to Guarantors and to discuss the Account with them. Furthermore, you agree to notify each Guarantor, at the time he or she becomes a Guarantor or Joint Account holder that we may receive, record, exchange and use information about him or her in the same manner we do with information about you, as described herein. MAXIMUM CREDIT LINE- You may obtain credit by any means approved by us until the total unpaid balance of your Account reaches your maximum credit line. The amount of your credit line will be established by us. We may, at any time and in our sole discretion, increase and/or decrease your credit line. Your billing statements will show your balance due as of the statement date. You agree not to allow your total unpaid balance, including any fees and charges as provided herein, to exceed your maximum credit line. We are not required to extend credit for purchases at your request if you have exceeded your credit line; or if such purchases would, when added to your existing balance, exceed your credit line. If credit is extended to you when you are over your credit line, you agree to pay us immediately for any excess amount, plus any Over-The-Credit-Limit-Fee. We reserve the right to decline any attempted charge, even if the charge would not cause you to exceed your credit line. SUSPENSION AND CANCELLATION- In addition to any other actions we may take under this Agreement, we may, subject to applicable law and at our sole discretion and judgment: (a) suspend or cancel your Account or any feature offered in connection with your Account; (b) reduce your credit line, including to a level below your outstanding balance; and/or (c) suspend or cancel the authorization of any TCH card to effectuate transactions on or to your Account, at any time, with or without cause, whether or not your Account is in default, and without giving you notice. Any such action on our part will not cancel your obligation to pay all amounts due on your Account under the terms of this Agreement in effect at the time of such action or as subsequently amended, and you agree to pay us all such amounts despite any such action. We may advise third parties who accept the TCH card that the TCH card(s) issued to you and/or any Authorized User has been cancelled. If we cancel a TCH card, you may no longer use it and you must destroy it or return it to us or, if we request, to a third party. If you want to cancel the Account or any Authorized User s card(s), you must notify us in writing pursuant to the terms and conditions set forth herein and destroy the card(s). If we agree to reinstate your Account after a cancellation, the new Agreement we send you, or if we do not send you a new Agreement, this Agreement as it may be amended, will govern your reinstated Account. If we reinstate your Account, we may reinstate any Authorized User card(s) issued in connection with the Account, and bill you the applicable fees(s). DEFAULT AND TERMINATION OF AGREEMENT: You will be in default under this Agreement upon: (a) your failure to make at least the required payment by the date specified on your statement; (b) your violation of any other provision of this Agreement; (c) your death; (d) your becoming the subject of bankruptcy or insolvency proceedings; (e) you or your property becoming the subject of attachment, foreclosure, repossession, lien, judgment or garnishment proceedings; (f) your failure to supply us with any information we deem necessary; (g) your supplying us with misleading, false, incomplete or incorrect information; (h) our receipt of information that you are unwilling or unable to perform the terms or conditions of this Agreement; (i) our receipt of information from third parties, including credit reporting agencies, which indicates a serious delinquency or charge-off with other creditors; or (j) your moving out of the U.S. In the event of your default, your Account balance will continue to accrue Finance Charges at the Default Rate. Balances outstanding under this Agreement when your credit line is reduced or terminated will continue to accrue Finance Charges at the Default Rate until paid in full, and are subject to all the terms and conditions of this Agreement TCH reserves the sole right and privilege to terminate this Agreement, to revoke or suspend your charge privileges, to interrupt or terminate your TCH Card Services at any time without notice and/or to amend this Agreement and any schedule hereto at any time, without your consent, to require you to pay your entire Account Page 2 of

3 balance, including all accrued but unpaid charges, immediately, and to sue you for what you owe. Upon default, we will apply your payments first to attorneys fees and then in the order set forth under Application of Payments set forth below. We can cancel your Account, refuse to allow further transactions, or revoke your TCH card at any time. CLOSING YOUR ACCOUNT - You may terminate this Agreement at any time by notifying us of your intent to terminate this Agreement. Your notice becomes effective within five (5) days after we receive it. Termination of this Agreement shall not affect your obligation to pay for purchase made by you, your agents or employees using the TCH Card Services either before or after notice of termination. If you cancel the Account, you must immediately pay everything you owe us, including any amounts owed but not yet billed to you. If you do not pay us immediately, outstanding balances will continue to accrue Finance Charges and other fees as set forth herein in this Agreement. You also agree to destroy all TCH card(s) CHANGE OF TERMS- Subject to applicable law, we may change or terminate any term of this Agreement or add new terms at any time, without limitation, including adding or increasing fees, increasing your payment and increasing the rate or amount of Finance Charges, or changing the method of computing the balance upon which Finance Charges are assessed. Amendments to this Agreement and Fee Schedule shall be effective immediately upon the date notice is provided to you and will be posted at prior written notice will be provided to you when required by applicable law. Changes may apply to both new and outstanding balances. CREDIT AUTHORIZATIONS -Some transactions will require our prior authorization and you may be asked to provide identification. If our authorization system is not working, we may not be able to authorize a transaction, even if you have sufficient available credit. We are not responsible for any losses or other consequences if a transaction on your Account is not approved for any reason, even if you have sufficient credit available. Except as otherwise required by applicable law, we will not be responsible if any merchant refuses to honor the TCH card or for any other problem you may have in connection with the TCH card. At no time shall TCH be liable to you for any damages sustained by you due to delay or failure in processing a transaction or Card Management request, delay or failure resulting from transmission or equipment failure, revocation, suspension, interruption, or termination of Applicant s TCH Card Services. IN NO EVENT SHALL TCH BE RESPONSIBLE FOR CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, NOR ANY LOST PROFITS, REGARDLESS OF WHETHER OR NOT TCH WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. TCH MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONFIDENTIALITY: TCH and you agree and covenant to each other that they shall not, during the performance of this Agreement or at any other time after the termination or expiration hereof, use or disclose to any third party other than during the proper performance of their duties hereunder, any of the procedures, practices, confidential dealings, or other confidential information concerning the business, finances, transactions, customer lists, or affairs of the other party hereto, including any written documentation thereof. Further, neither party shall disclose the terms of this Agreement to any other person or entity without the prior written consent of the other party hereto. This paragraph shall not apply to information that is (1) already in the public domain, (2) used to provide credit references, (3) known or obtained by the other party not claiming confidentiality from some source other than the party not claiming confidentiality, (4) used in any dispute resolution forum between the parties hereto, including any and all investigation or collection efforts, or (5) required to be disclosed by law or judicial mandate. EQUIPMENT: You agree that any Equipment issued or loaned to you by TCH including but not limited to, Motherboards, CPUs, Modems, Hard Drives, Removable Drives, CD-ROM/DVD Drives, Sound Cards, Ethernet Cards, Graphics/Video Cards, Monitors, Keyboards, Mice, Routers, CSU/DSUs, Switches and any other device used in conjunction with a computer network connectivity and/or data transmission systems will remain the sole property of TCH, and you are liable for any and all hardware damages and/or loss of software related to the above listed Equipment, including without limitation, damages incurred during shipment to us at the end of the loan period. You agree that you will not alter the Equipment or programs installed thereon in any way without the prior written consent of TCH and will assume all liability for any illegal acts performed using the Equipment by any employee, agent, or any other third party during the duration of the loan. You further agree to be responsible for the setup of said Equipment and agree to be liable for any damages occurred due to improper setup or use of the Equipment, including without limitation, any damages caused due power surges and/or the failure to use a power surge protector. TCH MAKES NO WARRANTY OR REPRESENATION RELATING TO THE EQUIPMENT, SOFTWARE, OR DOCUMENTATION. FURTHERMORE, TCH DOES NOT WARRANT Page 3 of

4 UNINTERRUPTED OR ERROR-FREE OPERATON OF THE EQUIPMENT OR ANY OF THE PROGRAMS INSTALLED THERON. THE EQUIPMENT IS PROVIDE AS IS WITHOUT WARRANTY OF ANY KIND BY TCH OR ANY THIRD PARTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE EQUIPMENT IS WITH YOU AND YOUR COMPANY, IF APPLICABLE. SHOULD THE EQUIPMENT OR ANY PROGRAM THEREON PROVE DEFECTIVE, YOU (AND NOT TCH OR ITS DEALERS, DISTRIBUTORES, OR SUPPLIERS OF THIRD PARTY SOFTWARE) SHALL ASSUME THE ENTIRE COST FOR ALL NECESSARY REPAIR OR CORRECTION. THE LIMITATION OF LIABILITIES DESCRIBED IN THIS SECTION ALSO APPLIES TO ANY THIRD PARTY SUPPLIER OF MATERIAL OR PROGRAMS. CARD MANAGEMENT: You accept responsibility for the management of any and all TCH Card Services, options, and feature settings. Such management shall include without limitation, activating TCH Services, inactivating TCH Services, setting any and all credit limits (subject to credit approval) and monitoring the use of any and all services provided through the TCH Card. You agree that any individual able to provide TCH with an Applicant s Carrier ID and Password and/or any other Password assigned to or used by you, is authorized by you to receive information about and make changes to your TCH Card Services. You further agree that in the event TCH authorizes and pays an amount requested by an individual authorized to use Applicant s TCH Services that is different from the amount available on the TCH Card product you shall make payment for the amount authorized by us and nothing contained in this paragraph or elsewhere in this Agreement shall be construed so as to relieve you of any obligation to pay for goods or services charged using your TCH Card Services EFT DEBIT CHARGES- In accordance with the terms of credit approved by TCH, as amended from time to time, TCH its agents, successors, and/or assigns shall debit draft your bank account at any time during the approved calendar interval for any and all outstanding charges. TCH, its agents, successors, and/or assigns shall have the option to choose the dates and times during the approved interval to debit draft your account. Failure of your bank to honor any debit draft of TCH presented in accordance with this Agreement shall constitute a material breach of this Agreement, and we may immediately terminate this Agreement and pursue any and all remedies of collection available to us by law, equity, and statute or otherwise. You shall pay TCH a returned/nsf fee in accordance with the Fee Schedule anytime a payment is dishonored. In the event that TCH shall fail to debit draft your account during an approved interval, TCH shall have the right to debit draft your account at any time thereafter for charges incurred during or previous to the interval wherein no debit draft was made. Failure to pay within the terms approved shall constitute a material breach of this Agreement, and TCH may immediately terminate this Agreement and pursue any and all remedies available to it by law, equity, statute, or otherwise. TCH is not responsible in the event an EFT debit draft is not made or fails to result in a payment on your Account. It remains your responsibility at all times to ensure timely payments and you are liable for all amounts due, including all Finance Charges posted to your Account if a payment is late. PAYMENT- Payment is due when you receive your statement each billing period. We will not impose any finance charges if you pay the balance due reflected in your statement by the payment date specified, which date will vary depending on credit terms. You may at any time prior to the due date pay the entire amount due for the current billing cycle (referred to herein as New Balance ). If not on an electronic payment (e.g. Wire, ACH, EFT) all payments must be sent to the payment address shown on your billing statement and must include the remittance coupon from your billing statement and your Account number. You agree that any payment you make may be, but is not required to be, returned to you without applying it to your Account and without presentment or protest, for reasons including, but not limited to, the check or money order: (a) is not drawn on the U.S. Post Office or a financial institution located in the United States; (b) is missing a signature; (c) is drawn with different numeric and written amounts; (d) contains a restrictive endorsement; (e) is post dated; (f) is not payable to TCH LLC; (g) is not payable in U.S. or Canadian dollars; (h) is not paid upon presentment; or (i) results from an attempted transfer from another credit account or is drawn on a convenience check. You agree to pay any bank collection fees we incur for any check payments made in U.S. dollars drawn on a financial institution not located in the United States. In the event that we accept a foreign currency payment, you acknowledge and agree that we may, in our sole discretion and judgment, choose a conversion rate that is acceptable to us to convert your remittance into U.S. currency, unless a particular rate is required by law. Even though we post your payment the same day if received by 3:00 PM MT, we may not restore your available credit until funds are collected from the drawee bank. The current payment due each billing period will be an amount equal to the New Balance. In addition to the New Balance amount as set forth herein, you agree to pay: (a) any past due amounts appearing on your statement; (b) Page 4 of

5 any amount by which the New Balance exceeds your credit line; and (c) any fees or finance charges included in the balance. TCH s delay or failure to proceed with collection efforts shall not be construed as a waiver of our rights to do so, nor shall such failure or delay constitute a waiver of our rights to demand strict compliance with the terms of this Agreement with respect to payment of the delinquent account or amounts due on future extensions of credit WAIVER- Our delay in enforcing or failure to exercise our rights under this Agreement shall not constitute a waiver of our rights on any other occasion. SECURITY: You agree to and hereby grant TCH a continuing security in all of the present and future assets described below, together with all collateral, now or hereafter described in any form UCC-1 filed against you naming TCH as the secured party, which is hereby incorporated herein for all purposes, together with all proceeds of and rights in connection with such property (herein called the Collateral ). You authorize TCH to execute for and in behalf of you, as your attorney-in-fact for such purposes, any security agreements, financing statements and/or security instruments in order to attach and perfect a security interest in the following: All Accounts and interests in goods represented by accounts; contract rights; commercial paper; chattel paper; general intangibles, including without limitation, tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names and applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, and any and all existing and future leasehold interests in documents; instruments; letters of credit; and any and all deposit accounts. You agree that at any time TCH may, (i) setoff any and all amounts from the Collateral to make payment or satisfy any and all obligations that are due and owing to TCH by you; (ii) receive all proceeds of the Collateral; and (iii) hold any increase or profits received from the Collateral, including but not limited to appreciation in value, interest earned or fees assessed, as additional security for any and all obligations, except that any money received from the Collateral shall be applied in reduction of the obligations, in such order of application as TCH may determine. Furthermore, you agree that if the Collateral is subject to an early withdrawal penalty, that penalty shall be deducted from the Collateral or proceeds of the Collateral before its application to the obligations. STATEMENTS- You agree to give us prompt notice of any change in your name, mailing or address to which we send billing statements or notices that a billing statement has been posted ( Billing Information ), as well as any change in your telephone number, fax number or place of employment. You agree that we may update your Account and Billing Information in the event that we receive information that your Billing Information has changed or is incorrect. We will provide an electronic statement covering each billing cycle in which you have a balance in excess of One Dollar ($1.00). The statement will include: (a) billing cycle beginning and close dates, beginning and close balances, payments, credits, purchases, Finance Charges, and all other fees and charges made to your Account during the billing cycle; and (b) the balance due and payment you must make by the due date in order to avoid finance charges. Should you need a paper statement we reserve the right to charge a monthly statement fee. ERRORS OR QUESTIONS - You should keep your copies of your charge slips and verify that the charges on your statement are true and the amounts unaltered. Notify us in case of errors or questions about your bill. If you think your statement is wrong or if you need more information about a transaction on your statement, write to us on a separate sheet of paper and fax it to or mail it to us at TCH, 4185 Harrison Blvd., Suite 202, Ogden, UT detailing the nature of the dispute or error. We must hear from you no later than 5 business days after the receipt of the first statement on which the error appears, or the online posting of the transaction if you do not receive paper statements. Failure to notify us within this period shall constitute your conclusive acceptance of the amount of the statement. In the event you give timely notice of a dispute with respect to a statement amount, TCH shall reduce the amount of the following debit draft by the disputed amount. If the parties mutually resolve the disputed amount within the ten (10)-day period following the notice of the dispute, you shall pay TCH the agreed amount, together with interest thereon as provided herein for delinquent sums, or TCH may add the agreed amount to the amount of the next scheduled statement following the resolution of the dispute. 1.1 If after ten (10) days the parties cannot resolve the dispute, the parties may request in writing that the matter be submitted to arbitration. Said arbitration shall take place in Salt lake City, Utah, and Page 5 of

6 governed by the then-current rules of the American Arbitration Association. This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Utah, U.S.A., without reference to conflict of laws principles. All disputes arising from or relating to this Agreement shall be within the exclusive jurisdiction of the state and/or federal courts located within the State of Utah and the parties hereby consent to such exclusive jurisdiction and waive objections to venue therein; provided, however, that to the extent necessary in order to obtain an order or an injunction outside of the United States, the parties hereby consent to jurisdiction for such a proceeding of appropriate courts or other tribunals located outside of the United States. To the extent that a state and/or federal court located within the State of Utah refuses to exercise jurisdiction hereunder, the parties agree that jurisdiction shall be proper in any court in which jurisdiction may be obtained notwithstanding this paragraph. 1.2 Prior to arbitration, the parties shall stipulate on a specific list of issues to be submitted for the arbitrator s decision. The arbitrator s ruling shall be limited to the issues submitted. Should a further dispute arise regarding either the interpretation or the enforcement of the arbitrator s ruling, the parties remedy shall be to re-submit the matter to the same arbitrator. Following arbitration, the prevailing party shall be entitled to recover its reasonable costs of arbitration. The arbitrator in his or her discretion may also award the prevailing party reasonable attorney s fees. Should either party be dissatisfied with the arbitrator s award, that party has the right to request judicial review of the award. Judicial review shall take place on a de novo basis without a jury. The prevailing party at the trial de novo will be entitled to recover costs and attorney s fees. In the event that the arbitrator orders you to pay money to TCH, you shall pay interest upon such sums at the interest rate provided in this Agreement from the date the money was first due to TCH. You shall pay all sums not disputed in strict accordance with this Agreement. LOST OR STOLEN CREDIT CARD(S) - You agree to immediately inactivate any of your TCH card(s) that are lost, stolen, or that may be or has been used without proper authority through the TCH Online Services. If you are unable to access the online site you may notify us at LIABILITY FOR UNAUTHORIZED USE- Subject to the terms and conditions set forth herein, if fewer than ten (10) cards are issued on your Account, you may be liable for the unauthorized use of your TCH card up to a maximum of $50.00 once TCH has been notified of the lost or stolen card and confirms that such transactions were, in fact, unauthorized. You will not be liable for unauthorized use that occurs more than 3 hours after you notify us of the loss, theft or possible unauthorized use. You must notify us immediately upon learning of the loss, theft or possible unauthorized use by calling us at Unauthorized use does not include use by a person to whom you have given the TCH card, a person to whom an Authorized Cardholder has given authority to use the TCH card or any other person with authority to use the TCH card, and you will be liable for all use by such a user. To terminate this authority, you must retrieve the TCH card from the previously authorized user, deactivate the card through TCH Online Services and return it to us at TCH, 4185 Harrison Blvd., Suite 202, Ogden, UT 84403, along with a letter explaining why you are doing so. If you request and we issue ten (10) or more authorized TCH cards on your Account you agree you shall be responsible to pay TCH for all purchases with all TCH cards issued to you and your authorized users whether the purchase(s) made are by persons authorized by you to utilize the TCH card(s) issued or not; provided, however, you shall not be required to pay for any purchases with your TCH cards more than three (3) hours after you notify TCH that the TCH card(s) has been lost or stolen, that you have withdrawn authorization of an Authorized User to use the TCH card, that you desire to cancel the applicable TCH card or that you desire to terminate this Agreement. Liability for unauthorized use may be imposed on an employee. FRAUD PROSECUTION- You and TCH agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees of any party hereto or any third party with respect to services anticipated by this Agreement, the use of receipt of TCH Card Services, or otherwise arising in connection with any other relationship between the parties anticipated by or set forth in this Agreement. TCH reserves the right to interrupt, suspend, or terminated TCH Card Services without notice to you if TCH, in its sole discretion, suspects fraudulent, illegal or abusive activity. You agree to provide, at no cost to TCH, any and all documentation and information as we may request, including but not limited to affidavits and police reports. Failure to provide reasonable cooperation shall result in your liability for all fraudulent usage of TCH Card Services. Page 6 of

7 FINANCE CHARGES- Finance Charges begin to accrue on past due balances for each transaction as of the date it is added to the daily balance. All Finance Charges are based on an ANNUAL PERCENTAGE RATE ( APR ), which may vary, and are determined and calculated (as more specifically described below) by using your Ending Daily Balance and the Daily Periodic Rate for purchases. The Daily Periodic Rate for purchases is calculated as a percentage of the Ending Balance. See the fee schedule for your applicable Purchase APR. When the APR changes, we apply it to any existing balance subject to that rate. The APR in effect and any subsequent changes to it will appear on the billing statement and an increase in the APR means you will pay a higher Finance Charge. Regardless of the Daily Periodic Rate and corresponding APR on balances the Finance Charges may increase to the maximum allowable by law know as Default Rate, if you: (a) fail to make the required payment to us when due; (b) you exceed your credit limit; or (c) you make a payment that is dishonored for any reason. If the Default Rate is applied, it will apply to your Account beginning with the current billing period. The Default Rate will not apply to any balance unless it is higher than the rate that would otherwise apply to that balance. ENDING DAILY BALANCE CALCULATION (INCLUDING NEW TRANSACTIONS) - We use the Ending Daily Balance method to calculate Finance Charges on your Account. Under this method, we calculate the Finance Charges on your Account by applying the applicable Daily Periodic Rate to the Ending Daily Balance, as described herein, for each balance subject to Finance Charges. To get the Ending Daily Balance for each balance, we: (1) take the beginning balance for each day, including unpaid Finance Charges from previous billing periods; (2) add any new transactions, debits and fees; (3) subtract any payments or credits credited as of that day; and (4) make any appropriate adjustments. We then multiply the Daily Periodic Rate to the Ending Daily Balance for each day. We then add all Finances Charges calculated by the prescribed Ending Daily Balances calculation herein for each day the account is past due. The Ending Daily Balance for a billing period will be considered to be zero if you paid the New Balance, if any, shown on your previous billing period s statement by the Payment Due Date shown on that statement. The total Finance Charge for the billing period is calculated by adding the Finance Charges assessed on all past due balances of the Account to the total balance. The Ending Daily Balance method of calculating the Finance Charge could result in compounding of Finance Charges if the past due balance continues to be unpaid. At our discretion, we may exclude certain categories of debit transactions or fees from the calculation of the daily balances. Unless we elect otherwise: (a) we will add a purchase to the appropriate daily balance as of the date of request or the transaction date on the billing statement; (b) we will add periodic Finance Charges to the daily balance as described herein above; and (e) we will add any other transactions to the appropriate daily balance as of the date of the transaction. Periodic Finance Charges are added to the outstanding balance at the end of the billing period for which Finance Charges are calculated. In any such billing period, we may impose a minimum Finance Charge. GRACE PERIOD- Your account may be assigned daily, twice weekly, weekly, semi monthly or monthly payment terms. All payment terms are subject to credit underwriting approval. Depending on the terms of your account each billing invoice will have a specified grace period. Each invoice paid through EFT has between a one (1) and three (3) day grace period, and a fifteen (15) day grace period if paid by check. Check payments are allowed only upon certain specific terms. You agree to pay finance charges on your Account calculated with the Ending Daily Balance calculation as set forth herein if your payment is received five (5) or more days after the due date on your statement. APPLICATION OF PAYMENTS- Subject to applicable law, we will apply and allocate payments and credits among balances on your Account in any order and manner determined by us in our sole discretion and judgment. In most cases, we will apply and allocate payments in the following order: (1) to any unpaid Finance Charges; (2) unpaid administrative charges; (3) promotional balances; and (4) purchases. TREATMENT OF CREDIT BALANCES- When a credit balance in excess of One Dollar ($1.00) is created in connection with a transaction, we will: (a) credit the amount of the credit balance to your account; (b) refund to you by check any part of the remaining credit balance within seven (7) days upon your written request; and (c) make a good faith effort to refund to you by check any part of the credit balance remaining in the account for more than six (6) months, except that no further action is required if your current location is not known to us and cannot be traced through your last known address or telephone number. Send written requests for credit balance refunds to us at TCH, 4185 Harrison Blvd., Suite 202, Ogden, UT Page 7 of

8 CASH ADVANCES- If your account has a cash advance option you may use the card to obtain cash up to the applicable limit on your TCH Card account ( Cash Advances ) through various means we may make available, including but not limited to, Automated Teller Machine (ATM) transactions, TCH Check and/or cashier. You may not use TCH Checks to pay any amount you owe under this Agreement or to pay any other account you have with us, our parent or our affiliates. You hereby acknowledge and agree to pay any Cash Advance Transaction Fee billed to your account for Cash Advance Transactions. See Fee Schedule for applicable Cash Advance fees as well as ATM usage and check fees. UPDATED FINANCIAL AND OTHER INFORMATION- Upon request, you agree to promptly give us accurate financial and other information about you. TRANSACTION FEES- Various fees apply based upon the number of transactions during the month, credit quality, and in or out of established network locations. The monthly Transaction volume is based upon the number of transactions during the prior month. Fees for the first month are based upon an agreed estimate of transaction volume. Check and Payroll transactions are included in the transaction count, however terminal transactions are not included. Applicable fees are calculated on a per transaction basis. ANNUAL FEE - See fee schedule. LATE PAYMENT FEE- We may impose and you agree to pay a late payment fee in an amount equal to the late payment fee listed on the fee schedule if you do not pay at least the required payment by the date specified on your statement. OVER-THE-CREDIT-LIMIT FEE- If you go over your credit line, you may be billed an over-the-credit-limit fee. This fee will be imposed only once per billing cycle, but may be imposed in each billing cycle that you go over your credit line. See fee schedule. RETURNED PAYMENT CHARGE- You agree to pay a returned payment charge each time you make a payment on your Account that is returned unsatisfied by your bank or other financial institution regardless of the payment method utilized. See fee schedule. RESEARCH CHARGES- You agree to pay research charges for Account information you request if more than one request is made per year. See fee schedule. AUTOMATED CLEARING HOUSE ( ACH ) CHARGE- You agree to pay an ACH charge for each payment requested by you or as otherwise effectuated using a bank check by phone (Payment by Phone) or other ACH services. See fee schedule. FEE SCHEDULE- See the TCH Fee Schedules A, B, & C. Fees are subject to change. When fees are changed a new fee schedule will be mailed to the address listed on the account with the account statement. EXPLANATION OF ACCOUNT TYPES: Open Line (O.A.C.) Extension of credit based on credit worthiness of the applicant Secured with Letter of Credit Line of credit secured by a Standby Letter of Credit LOC issued by the your bank at your request in favor of TCH for future contract guarantee of payment. The LOC is drawn against should you ever be in default on your TCH account. Secured with Deposit Line of credit secured with a Security Deposit held by TCH for future contract guarantee of payment. Deposits will be drawn against should you ever be in default on your TCH account. Pre-paid Draw-Down Issued only through TCH LLC. Non interest bearing deposit account accessed through the TCH Card Services. Account type is based on credit quality and is subject to credit underwriting approval. Account type, credit availability and payment terms may change. For more details see change in terms section of this disclosure. Page 8 of

9 ENTIRE AGREEMENT: This Agreement, together with any application, fee schedules, documentation, statements, funds transfer agreements, any and all counterparts, and guarantees signed by you (which are hereby incorporated by reference in this Agreement) constitutes the entire understanding and agreement of the parties hereto with respect to the TCH Card Services and your Account and shall supersede and replace all prior negotiations, representations, warranties, and agreements whether written or oral. The parties hereto expressly acknowledge that there are no other promises or representations, either written or oral, that shall be binding on either party unless expressed herein or in another integrated contract between the parties. ONLINE ELECTRONIC DISCLOSURES By subscribing to or using our Online Services you agree to the terms of this Agreement. Your Application and signature evidences your consent to conduct transactions electronically and to electronically receive disclosures and notices relative to the TCH Card Services account(s). We recommend you print and retain a copy of this disclosure and all the disclosures and agreements provided electronically. Hardware and Software Requirements: You agree that you have and will continue to have at a minimum the following hardware and software requirements to receive and store electronic documents: a computer and modem, or other device capable of accessing the Internet and the ability to download HTML files; an Internet Service Provider and a Web Browser that supports the level of encryption employed at TCH, currently 128-bit SSL. We also require that you have Acrobat Reader software which may be obtained at We recommend that you have available hard drive space or a printer so documents may be stored or printed. Communication and Notices: In order to use our TCH Card Services you must accept electronic delivery of the following documents and any future changes to those documents. Online Electronic Disclosure and Consent Agreement All Product and Service Disclosures Periodic Statements History and Transaction Records Notices Change-in-Terms Adverse Action notices Changes to Minimum Hardware and Software Requirements By consenting to conduct transactions and receive disclosures and notices electronically you agree to provide us with the information needed to communicate with you. You agree to keep your and account information current at all times and to notify us immediately if it changes. If you fail to update or correct your TCH may freeze your account until you contact us and provide corrected information. If it is necessary to provide a mailed notice to you, it shall be deemed given when deposited in the U.S. mail, postage prepaid, addressed to you at the latest Billing Address shown on our records, and you agree to ensure the proper TCH notice address by viewing the TCH homepage at CURRENCY EXCHANGE- You agree that all indebtedness incurred through use of TCH Card Services in the United States or Canada to purchase goods or services or to otherwise obtain funds in a currency other than the currency in which your card is issued will be converted to the currency in which your card is issued. The currency conversion rate used by us to determine the transaction amount in is generally the daily noon exchange rate for conversion of Canadian dollars to U.S. dollars, or U.S. dollars to Canadian dollars, as applicable, as posted by the Bank of Canada each business day, plus two currency basis points. We may use either a government-mandated rate or a wholesale rate determined by us for the processing cycle in which the transaction is processed. The currency conversion rate we use on the processing date may differ from the rate that would have been used on the purchase date or your statement posting date. ASSIGNMENT- We may sell, assign or transfer your Account or any portion thereof without notice to you. You may not sell, assign, or transfer your Account and any such sale, assignment or transfer is void. In the event you dispute a transaction and we credit your Account for all or part of such disputed transaction, we automatically succeed to, and you are automatically deemed to assign and transfer to us, any rights and claims, excluding tort claims, that you have, had or may have against any third party for an amount equal to the amount we credited to your Account. After we make such credit, you agree that without our consent, you will not pursue any Page 9 of

10 claim against or reimbursement from such third party for the amount that we credited to your Account, and that you will cooperate with us if we decide to pursue the third party for the amount credited. SEVERABILITY- In the event that any provision in this Agreement shall be construed by a court of competent jurisdiction to be unlawful or unenforceable, and if the offending provision can be reformed to effect the clear intention of the parties as expressed herein, then, the offending provision shall be so reformed, and the remainder of this Agreement shall remain in full force and effect as written. If the offending provision cannot be reformed to affect the clear intention of the parties hereto, then this Agreement shall be deemed to be reformed to exist as now written but without the offending provision. CHOICE OF LAW AND VENUE - This Agreement and your Account shall be governed by, construed under and enforced in accordance with the internal laws of the State of Utah, whether or not you live in Utah and whether or not your Account is used outside of Utah. This Agreement is entered into in Utah and, all credit under the Agreement will be extended from Utah. You agree that any suit, action or proceeding arising out of the subject matter hereof, or the interpretation, performance or breach of this Agreement shall, if we so elect, be instituted in the United States District Court for the District of Utah, the Second Judicial District Court for the State of Utah, or any other appropriate judicial forum located in the State of Utah (the Acceptable Forums ). You agree that the Acceptable Forums are convenient to you, and you hereby irrevocably: (a) submit to the jurisdiction of the Acceptable Forums; (b) agree to be bound by any judgment rendered thereby in connection with this Agreement; and (c) waive any and all objections to jurisdiction or venue that it may have under the laws of the State of Utah or otherwise in those courts in any such suit, action or proceeding. Should such proceeding be initiated in any other forum, you hereby waive any right to oppose any motion or application made by us as a consequence of such proceeding having been commenced in a forum other than an Acceptable Forum. All terms and conditions of this Agreement, including but not limited to those provisions on Change of Terms, Choice of Law and Venue, and all provisions addressing fees and charges hereunder, are deemed to be material to the determination of Finance Charges. Keep a Copy of this Agreement for Your Records Page 10 of

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