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Wells Fargo Secured BusinessLine® Line of Credit Customer Agreement

Explore features and benefits

Secured BusinessLine®
Customer Agreement

Effective: November 1, 2018

Contents by Category:

  1. Parties to Agreement and Acceptance

  2. Customer Roles

  3. Permissible Use

  4. Account Features

  5. Using the Account - Purchases

  6. Using the Account - Cash

  7. Fees and Other Charges

  8. Finance Charges

  9. Payments

  10. Service

  11. Defaults and Remedies

  12. Legal

  13. Credit Evaluation

  14. Arbitration

  15. Collateral Account

  1. Parties to Agreement and Acceptance

    This Secured BusinessLine Customer Agreement ("Agreement") governs the Secured BusinessLine Account ("Account") that Wells Fargo 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") and your designated representatives. 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 including but not limited to using SUPERCHECKSTM drafts, a Secured BusinessLine® MasterCard® Card ("Secured BusinessLine Card"), or a request to transfer funds from the Account by anyone authorized by you, 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. You agree that repayment of the Account will be secured by a security interest in a collateral account ("Collateral") described in a separate Collateral Pledge Agreement. 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 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

    Authorized Signer

    An Authorized Signer is any person other than an Account Guarantor who has been authorized by Customer to access the Account. An Authorized Signer has full access to the Account funds and the ability to obtain information about the Account from customer service.

    Authorized User

    An Authorized User is any person other than an Account Signer who has been authorized by Customer to access the Account, but is not issued a Secured BusinessLine Card. However, an Authorized User has full access to the Account funds and the ability to obtain information about the Account from customer service.

    Additional Secured BusinessLine cards

    You may request that up to 3 additional Secured BusinessLine Cards be issued to either an Account Guarantor or Authorized Signer (defined below). Additional Secured BusinessLine Cards are embossed with a common Account number and business name, but the personal name will be unique. Any person issued an additional Secured BusinessLine Card is granted full access to, and authority to use, the Account. A person issued an additional Secured BusinessLine Card may be able to view the Account in Wells Fargo Online® Banking and also view any other Bank product(s) linked to the Account if that person is also an owner or signer on the other product(s). A person with an additional Secured BusinessLine Card would be able to initiate transfers from the Account and payments to the Account from other linked Bank products.

    To add, change, or revoke Authorized User/Signer privileges

    If you wish to alter Authorized User/Signer privileges, you must contact the National Business Banking Center at 1-800-225-5935. Requests to add or change Authorized User/Signer privileges must be made in writing, via a standard form for such requests. Requests to revoke Authorized User/Signer privileges may be made over the phone, or in writing via standard form for such requests.

    To add, change, or revoke additional Secured BusinessLine Cards

    All requests to add, change or revoke additional Secured BusinessLine Cards must be made in writing. You may obtain a standard form for completing such requests from the National Business Banking Center at 1-800-225-5935.

    Ending/revoking Secured BusinessLine Card privileges

    If you wish to cancel an additional Secured BusinessLine Card or revoke the access granted to an Authorized Signer, in addition to making a written request, you must recover the additional Secured BusinessLine Card and return it to Bank at the address listed in the Inquiry & Correspondence section at the end of the this Agreement. If the additional Secured BusinessLine Card is not recovered and returned to Bank, you will continue to be liable for all activity even after notifying Bank. If you are unable to recover an additional Secured BusinessLine Card, you must request that Bank change the Account number and reissue Secured BusinessLine Cards only to those persons who remain authorized by you.

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  3. Permissible Use

    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 Wells Fargo. Completing or attempting such a transaction may lead to your Account being closed.

    Authorizations

    All transactions on your 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 Credit Limit and your 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 the associated 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 Wells Fargo. 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. You may not use or permit the use of an Account in any way that will cause the 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, reduce your Credit Limit, and exercise any of its other remedies under this Agreement, without notice to you.

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  5. Using the Account - Purchases

    Point of sale

    You will be issued one or more BusinessLine Cards. The following services are available, up to the amount of the Credit Limit of the Account.

    Purchases with a BusinessLine card

    A Secured BusinessLine Card may be used to purchase goods or services wherever a credit card bearing the 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. MasterCard International 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 MasterCard International itself receives; or (2) a government-mandated rate for the applicable currency as determined under applicable 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.

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  6. Using the Account - Cash

    Cash Advances

    Cash may be advanced from an Account by presenting the Secured BusinessLine Card at a financial institution or an automated teller machine ("ATM") that accepts MasterCard credit cards. You may obtain a Cash Advance and perform balance inquiries using your Secured BusinessLine Card with a Personal Identification Number ("PIN") at all Wells Fargo® ATMs, or any ATM which displays any of the logos appearing on the back of your Secured BusinessLine Card.

    SUPERCHECKS™ advances

    SUPERCHECKS drafts may be used to access an Account. The drafts may be used like normal bank checks and will post to your Account as Cash Advances. When the Bank receives a draft, the Bank will pay it by advancing the amount of the draft from the Account unless the Account is delinquent, in default, closed or the draft would cause the balance to go over the Credit Limit of the Account. You may not write SUPERCHECKS drafts as payment for your Account. All SUPERCHECKS drafts must be written in U.S. dollars. No fees will be assessed when ordering SUPERCHECKS drafts. If you have a dispute with a merchant regarding property or services that you are unable to resolve with the merchant, and you used a SUPERCHECKS draft as payment, you will not have the right to assert against us any claims or defenses involving that transaction. SUPERCHECKS drafts may only be used and processed as paper drafts. Bank will not honor ACH or other electronic transactions in which you have given/used the routing transit number and/or account number printed on the SUPERCHECKS drafts. In addition to Bank rejecting any such electronic transaction, the intended payee of the draft may assess fees or penalties.

    SUPERCHECKS stop payment

    Bank does not guarantee the stop payment of a SUPERCHECKS draft; however, we will make an attempt to stop payment of the draft within a reasonable period of time after we receive your stop payment order, provided all information given to us is accurate and complete, and the draft has not already been paid. The stop payment request will remain on our system for six (6) months, unless the stop payment is revoked or the draft is stopped. After six (6) months, you must contact us if you wish to re-enter the stop payment request.

    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 Wells Fargo® Business Checking Account ("Checking Account"). The types of accounts that can be linked for overdraft protection 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.

    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 applicable fees and finance charges, may cause the balance on your Account to exceed the Credit Limit, which can result in the Account being closed and the exercise of other Remedies under this Agreement, without notice to you. 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.

    As of February 16, 2016, Overdraft Protection is no longer open to new enrollments. For existing Accounts with Overdraft Protection Advances, Bank reserves the right to terminate Overdraft Protection Advances without notice if Overdraft Protection Advances are a result of payments to the Account, or if a zero or negative balance is maintained in the Checking Account, or otherwise permitted by this Customer Agreement. Transaction Finance Charges will apply to each Overdraft Protection Advance. In addition, Periodic Finance Charges will apply to all Overdraft Protection Advance balances from the date of each Overdraft Protection Advance.

    Transfers

    You authorize Bank to make transfers up to your available Credit Limit between the Account and other accounts upon Bank’s receipt of instructions from you, an Account Guarantor of your Account, an Authorized Signer, an Authorized User, 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.

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  7. Fees and Other Charges

    Summary of Fees and Charges

    Late Charge

    $25 / $39 / $50

    Returned Payment Fee

    $29

    Cash Advance at Bank or ATM

    3%, min. $10, no max

    Fees for Using SUPERCHECKS or Telephone Transfers

    No fees

    Overdraft Protection Advance Fee (to linked WF deposit account)

    $12.50 / $20

    Wire Transfer / Quasi Cash Fee

    4%, min. $10, no max.

    Balance Transfer Fee

    Varies — refer to specific offer details

    Foreign Transaction Fee

    None

    Annual Fee, Inactivity 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 of $39. However, if the New Balance shown on your previous statement is less than $100, the Late Charge will be $25 and, if Account has been delinquent two or more times in the past 12 billing cycles, Bank may assess a Late Charge of $50. Bank may, but is not required to, contact you to inform you of other Late Charge amounts in cases of default.

    Returned payment fee

    If payment on the Account is made with a check or other item that is not honored for any reason, Bank may assess a $29 fee. If a payment is returned unpaid by the bank or other payor upon which it was drawn, Bank may assess a $29 fee even if the payment is reprocessed and subsequently paid. If you pay more than one Account with a returned or dishonored item, a $29 fee may be assessed to each affected Account. The bank on which the check or returned or dishonored item was drawn may impose a separate fee for the dishonored item.

    Returned SUPERCHECKS fee

    If Bank receives a SUPERCHECKS draft for payment to a third party, and the Account has insufficient funds to cover the amount of the draft, or if the Account is otherwise not in good standing, the draft may be returned unpaid. Bank may also assess a $29 fee.

    Stop payment fee

    If you request that Bank place a "Stop Payment" on a SUPERCHECKS draft, the Bank may assess a charge of $29 for each Stop Payment request.

    Research fee

    If you request that Bank research the Account, for example, to update your business records, $5 may be assessed for each sales slip copy Bank provides, $3 may be assessed for each monthly statement Bank provides and $20 per hour may be assessed for other Bank research services. The hourly charge will apply as follows:

    1-15 Minutes ..............................$5

    16-30 Minutes............................$10

    31-45 Minutes ............................$15

    46-60 Minutes ...........................$20

    Research fees will not be charged if Customer makes a good faith inquiry about a suspected error on a periodic statement for an Account.

    Fees that may be assessed annually

    Bank may assess an Annual Fee for the first year and each year thereafter for each Account. Alternatively, Bank may assess an Inactivity Fee for each year that the Account activity remains below the threshold established by Bank. Please refer to separate correspondence for thresholds and pricing details.

    Bank may assess an Annual Fee or Inactivity Fee on each closed Account for each year a balance is maintained in the Account.

    Annual and Inactivity 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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  8. Finance Charges

    Finance charge

    The total Finance Charge is the sum of the Periodic Finance Charge plus the Transaction Finance Charge assessed to the Account. The method used to determine the balance or balances upon which the Finance Charges are computed is as follows:

    A. 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.

    Periodic Finance Charge = (Average Daily Balance) x (#days) x (Daily Finance Charge Rate).

    B. 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. Average Daily Balances 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 Charges, Transactions Charges, 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 then subtract the amount of any payments or credits applied to that balance category.

    C. When periodic finance charge begins and ends

    The Periodic Finance Charge for Purchases and Advances begins on the date the transaction is made. The Periodic Finance Charge for SUPERCHECKS transactions may begin the earlier of: the transaction date, the date a SUPERCHECKS draft is deposited by the payee, or the date we receive the SUPERCHECKS draft for posting to your Account.

    D. Daily finance charge rate

    The Daily Finance Charge Rate will either be a fixed rate or variable rate. 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 highest Wells Fargo Prime Rate in effect during the Determination Date Range (see below) and adding an additional amount ("Spread"). The Determination Date Range for changing your variable interest rate will be the 30 calendar days previous to each of your Statement Closing Dates, so the Daily Finance Charge Rate shown on your statement may or may not change in the month immediately following a change in the Wells Fargo Prime Rate. Any changes in your Daily Finance Charge Rate will apply both to current and future balances and the Daily Finance Charge Rate will continue to vary even if the Account is closed.

    The Bank initially determines your Spread at the time the Account is opened and may subsequently change the Spread at Bank’s sole discretion. Please refer to separate correspondence from the Bank regarding your Spread.

    E. Wells Fargo Prime Rate

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

    F. 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 Transaction Finance Charge for each advance or transfer made at an ATM is 3% of the amount of the advance, subject to a $10 minimum and no maximum.
    • The Transaction Finance Charge for each advance obtained over-the-counter from a bank or financial institution is 3% of the amount of the advance, subject to a $10 minimum and no maximum.
    • The Transaction Finance Charge for each Overdraft Protection Advance is based on the amount of the advance as follows:

    Overdraft advance of:               Charge amount:
    up to $50...................................$12.50
    $50.01 or more ..........................$20.00

    • The Transaction Finance Charge for each advance transacted at a casino, other wager or lottery ticket purchase, or advance via wire transfer is 4% of the amount of each such transaction or purchase with a $10 minimum and no maximum.
    • There is NO TRANSACTION FINANCE CHARGE for using SUPERCHECKS drafts to advance funds.
    • There is NO TRANSACTION FINANCE CHARGE for using telephone transfer or Wells Fargo Online® Banking services to advance funds to your Checking Account, or funding Bill Pay transactions.

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  9. 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 the Account, as stated in this Agreement, and all costs and expenses including any attorney’s fees incurred in enforcing this Agreement.

    Payments

    A periodic statement will be sent every month the Account has a balance or monetary activity. The New Balance shown on the statement is the total of all unpaid obligations that have been posted to the Account as of the Statement Closing Date shown on statement. You 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. Bank may refuse to accept any payments made by third-party check or draft that have been endorsed to Bank or that 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

    Your Current Payment Due will be equal to the sum of Finance Charges, Bank Fees, Other Charges plus 1% of your New Balance; rounded to the next higher dollar, subject to a $50 minimum. However, if the New Balance is less than $50, 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 a promotion. If there is no Past Due Amount or promotional balance, then the Total Amount Due shown on the statement will equal to 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 additional products are to be included in the Current Payment Due, those fees will be described in the separate information provided with those products/services.
    • Payments and any credits to your Account will be applied in an order determined by Bank at its sole discretion. Generally, payments are first applied to any Bank Fees and Finance Charges then to balances with lower interest rates and then to balances with higher interest rates.
    • Payments that are received at the designated payment processing address (printed on each periodic statement) by 5 p.m. on any business day will be credited as of the day of receipt. Payments received after 5 p.m. or on non-business days may be credited as of the next business day. Payments made at other Bank locations may not be credited for up to five business days.
    • 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 its rights under this Agreement. 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 Bank 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.

    Payments after account closure or default

    After an Account closes for any reason or a Default occurs, it is in Bank’s and your interest to pay off the remaining balance in as short a time as possible. To facilitate a faster payoff after closure or Default, Bank may set the Current Payment Due to a fixed amount, not less than $200, which will not decline as the balance is paid down over time. When the New Balance eventually reaches an amount less than the fixed payment amount, the required payment will equal the New Balance shown on that statement. For each periodic statement produced, this fixed amount will be compared to the standard Current Payment Due calculation, and Bank will require the payment of the greater of those two amounts. This means the required payment could increase after an Account closure if, for example, the interest rate increases or Other Fees are charged to the Account.

    Payment address

    Check your current statement for the address to mail a payment. You may call us at the number listed on your Secured BusinessLine 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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  10. Service

    Billing errors

    You agree to notify Bank of any billing errors regarding a merchant transaction 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:

    1. You must notify Bank immediately if you suspect or know that a Secured BusinessLine Card(s) or SUPERCHECKS drafts are lost or stolen, or in the possession of an unauthorized person, by calling 1-800-225-5935.
    2. Use of a Secured BusinessLine Card(s) or SUPERCHECKS drafts by you, an Account Guarantor, an Authorized Signer, an Authorized User, an owner, or a person authorized by you at any time, even if that person is 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 Wells Fargo 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 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. You agree that your phone service providers may verify any phone numbers you have supplied to the name, address, and status on their records. 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.

    Contacting Wells Fargo

    Telephone service
    You may contact us toll-free at 1-800-225-5935. 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 wellsfargo.com/intl for more details.

    TTY/TDD service
    For TTY/TDD service, contact a telephone relay service provider.

    Inquiry & correspondence address
    Wells Fargo 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 name, mailing address, email addresses, and phone numbers.

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  11. 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, any Account Guarantor, or any grantor of collateral securing repayment of the Account defaults under the terms of any other obligation to or agreement with Bank;
    4. a bankruptcy petition is filed by or against Customer or any Account Guarantor or any grantor of collateral securing repayment of the 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, any Account Guarantor of Customer’s Account, or any grantor of collateral securing repayment of the 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 the 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, or upon any termination of an Account, 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; and/or
    6. require that you immediately pay the entire overlimit amount or we may increase your minimum payment.

    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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  12. 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 the 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 the cause of action 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

    In addition to any other Remedies provided in the Agreement, Bank may terminate or close any or all of your Accounts at any time, or reduce the amount of your Credit Limit, on any or all of your Accounts without notice, subject to applicable law, even though a Default on any Account may not have occurred. If Bank terminates an Account, you agree to destroy any Secured BusinessLine Card(s) and SUPERCHECKS drafts issued on that Account. You agree that you 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 limitations: SUPERCHECKS advances, Purchases, Cash Advances, and Overdraft Protection Advances that post after termination of the Account, and any Finance Charge and Other Charges. Customer, any authorized representative of Customer, any Account Guarantor, and any Authorized Signer may cancel the Account at any time upon written notification to the Bank.

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  13. 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 owners, 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’, 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 any Account Guarantor are qualified for other products and services offered by Bank and its affiliates. Upon determination that Customer’s, owners’ 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, the Account Guarantor(s) and/or Customer’s Account to Bank affiliates. In addition, Bank may release information about Customer’s Account to grantor(s) of Collateral in connection with Bank’s efforts enforce its rights in the Collateral.

    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 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 organization’s, 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 Wells Fargo Bank, N.A. is the Bureau of Consumer Financial Protection, 1700 G Street NW, Washington, DC 20006.

    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 Wells Fargo Small Business Lending, PO Box 29482, Phoenix, AZ 85038-9482, or call (800) 231-9244, 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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  14. Arbitration

    Arbitration program

    (a) 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, 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.

    (b) 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.

    (c) No Waiver of Provisional Remedies, Self-Help, and Foreclosure

    The arbitration requirement does not limit the right of any party to: (i) foreclose against any real or personal property collateral; (ii) exercising 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 section (i), (ii), and (iii) of this paragraph.

    (d) 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.

    (e) 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.

    (f) 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.

    (g) 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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  15. Collateral Account

    Release of Collateral Account Pledge

    Bank may hold funds in the Collateral Account for a period of up to 60 days following closure of the Secured BusinessLine® Line of Credit to allow all pending charges to post to the Secured BusinessLine® Line of Credit and for the outstanding balance of the Secured BusinessLine® Line of Credit to be paid in full. At the end of the holding period, funds in the Collateral Account may be applied to any unpaid balance on the Secured BusinessLine® Line of Credit, and any funds then remaining will remain in Owners savings or CD account, be transferred to a new savings account on behalf of owner or transferred to another Bank account designated by Owner.

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    LBD00259
    BLD-116 (11/18)
    BD10006
    LS 9282