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Wells Fargo Signify Business Essential℠ Credit Card Account Agreement
Business Credit Card Customer Agreement and Disclosure Statement
Mastercard World Elite®
TABLE OF CONTENTS
Parties to Agreement and Acceptance
This Business Credit Card Customer Agreement ("Agreement") governs the Business Credit Card Account ("Account" or "Accounts") 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"). 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, Mastercard Business Card® cards issued on the Account ("Business Cards"), or a request for a transfer from the Account by you or your Administrator(s), Company Contact(s), or Cardholder(s) (as defined below) shall be evidence of your acceptance of the terms and conditions of this Agreement, including but not limited to applicable Finance Charges and Other Charges. By acceptance, you agree to be bound by and comply with all of the following terms and conditions of this Agreement.
Customer Roles
Account Guarantor
An Account Guarantor is an individual who signed as an authorized representative of the business and as a personal Account Guarantor of the business’ debt to the Bank, who has full access to Account funds and the ability to obtain information about the Account from customer service and online banking. Each Account Guarantor is personally liable for the entire debt incurred on the Account. By signing for the Customer and opening this Account, each Account Guarantor represents that they have been authorized by the Customer to open this Account and that they have the ability to enter the Customer into a legally binding contract; each Account Guarantor further agrees to indemnify Bank for any losses, costs, and attorneys’ fees we incur if the Account Guarantor’s representation as to their authority to bind the Customer turns out to be untrue.
Each Account Guarantor unconditionally agrees to be personally liable, jointly and severally with the business entity Customer, for payment of all balances related to this Account, including balances resulting from any future line increases on the Account. Wells Fargo may seek to collect the debt from any or all Account Guarantor(s) before attempting to collect from the business entity Customer or any other person. Each Account Guarantor agrees to pay Wells Fargo’s costs and reasonable attorneys’ fees in enforcing this personal guaranty.Administrators
You may designate up to three (3) Administrators for your Account.
An Administrator is an individual (other than sole proprietors, other business owners or Account Guarantors of an Account) who may perform all of the transactions that you may perform, including but not limited to: obtaining account information via telephone, Online Banking or in person; establishing and/or closing individual Cardholder account numbers; accessing or transferring funds from the Account; making payments; designating/revoking another Administrator; and closing the Account altogether.
Administrators (other than the Account Guarantors) are not personally liable for the Account.
You must provide the full name, social security number, birthday, phone number, and email for an Administrator, and by providing us this information you represent that you have the Administrator’s permission to provide us the information.
You may add or delete an Administrator by contacting us in writing, by telephone, or via Online Banking (subject to availability of that function) using the contact information located at the end of this Agreement.
Company contacts
You may designate up to three (3) Company Contacts for your Account.
A Company Contact is an individual (other than sole proprietors, other business owners, or Account Guarantors of the Account) who may perform most of the transactions that you may perform, including but not limited to: obtaining account information via telephone; establishing and/or closing individual Cardholder account numbers; accessing or transferring funds from the Account; making payments; and closing the Account altogether.
A Company Contact cannot obtain service in person or via Online Banking.
Company Contacts who are your employees (other than sole proprietors, other business owners, or Account Guarantors of the Account) are not personally liable for the Account.
You must provide the full name for a Company Contact.
You may add or delete a Company Contact by contacting us in writing or by telephone using the contact information located at the end of this Agreement.
Cardholders
You may request that Business Cards bearing distinct account numbers be issued for your Account. Each Business Card will be embossed with the name of the Business Card holder ("Cardholder") and a distinct account number.
Cardholders (other than sole proprietors, business owners, or guarantors of the Account) are referred to as "Employee Cardholders" and are not personally liable for the charges to the Business Card issued to them.
Employee Cardholders may use their Business Card bearing a distinct account number to incur charges to the Account, and may perform transactions and obtain information about their own Business Card, obtain services on their Business Card by telephone, in writing or via Online Banking, change the billing information for their Business Card, order a replacement Business Card, and close their Business Card to future charges.
An Account Guarantor, Administrator, or Company Contact may add Employee Cardholders or close individual Employee Cardholder accounts by contacting us in writing, by telephone, or via Online Banking (subject to availability of this function) using the contact information located at the end of this Agreement.
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 an Account ("Authorizations") are subject to prior approval by Bank. Bank reserves the right to block Authorizations from certain types of merchants. These include but are not limited to merchants whose business is selling crypto currencies and online gambling. Bank reserves the right to limit the number of Authorizations given during any period of time (day, weekend, week, etc.) and Bank may deny an Authorization if Bank suspects that the Account is being used without your permission. If Bank’s Authorization system is not working, Bank may be unable to give an Authorization even though the transaction would not exceed the applicable Credit Limit and the Account is in good standing. For security reasons, Bank cannot explain the details of how the authorization system works. Bank shall not be liable for failing to give any such Authorization. Bank may, but is not required to, authorize transactions that will cause the balance on an Account to exceed the Credit Limit assigned to an Account, and you agree that you are liable for any such transactions as well as 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.
Account Features
Credit limit
The Credit Limit of an Account is shown in separate correspondence provided to you at the time an Account is opened, and on each of the monthly periodic (billing) statements issued for that Account. You shall not use or permit the use of an Account in any way that will cause an Account to exceed its Credit Limit. You are responsible for repaying outstanding advances under the Account, including but not limited to those that exceed its Credit Limit. If the Account exceeds its credit limit, Bank may allow the transaction without increasing the Credit Limit or deny the transaction and, at its option, may close the Account, exercise any of its other Remedies under this Agreement, and reduce your Account and/or Company Credit Limit without notice to you, except in those situations where notice is required by law. In addition, Bank may subject your Account to a Cash Credit Limit that may be less than the total Credit Limit. If your Account is subject to a Cash Credit Limit, that amount will be shown on your monthly periodic (billing) statements
Billing
Your Account may be established with Individual Billing or Consolidated Billing.
Individual Billing: A separate periodic statement that must be paid individually will be generated for each distinct Cardholder account number. The Cardholder will receive a separate periodic statement every month for the Cardholder’s account that has a balance or monetary activity.
Consolidated Billing: A single account with no Business Card issued will be established for billing purposes ("Control Account"). Business Cards established for Cardholders ("Sub-Accounts") will be linked to the Control Account and all transactions from the Sub-Accounts will be transferred to the Control Account for billing. When Consolidated Billing is elected, individual billing statements will not be issued to individual Cardholders, although Sub-Account Memo Statements are optionally available. All payments must be made to the Control Account.Using the Account - Purchases
Point of sale
You will be issued one or more Business Cards. An Account bearing a distinct account number and Credit Limit will be established for each Business Card issued for use by a Cardholder. A Business Card may be used to purchase goods or services wherever a credit card bearing the Mastercard logo is accepted.
Foreign transactions
If you make a transaction in a currency other than U.S. dollars using a Mastercard card, then Mastercard International "Mastercard" will convert the charge into a U.S. dollar amount. The exchange rate between the transaction currency and the billing currency used for processing international transactions is either (1) a rate selected by Mastercard from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Mastercard itself receives, or (2) the government mandated rate in effect for the applicable central processing date. The currency conversion rate for the processing date may differ from the rate in effect on the date of the transaction or the date the transaction is posted to your Account.
Point of sale conversion
Some merchants outside the United States offer cardholders the option of having Card transactions converted to U.S. dollars by Mastercard, as described above, or by the merchant itself. If the latter option is chosen, the currency conversion rate is determined solely by the merchant involved in the transaction, and no foreign currency conversion fee is charged by the bank for the transaction.
Third party/mobile devices and digital wallets
We may also permit any Cardholder to load information about your Account onto third party/mobile devices (such as a smartphone, tablet, or any other handheld or wearable communication device that allows a Cardholder to store or electronically present Account information) that would enable the Cardholder to make Purchases or engage in credit transactions for an Account without needing to show a Business Card. Any such use of an Account will be subject to all the terms and conditions contained in this Agreement.
To the extent a Cardholder does use a third party/mobile device to make a credit transaction on an Account, or load information about an Account onto any such device, you need to be aware that we do not control the device and cannot guarantee the performance of either the device or any third party.
Additionally, you agree that:You will direct each Cardholder on your Account to carefully protect the security of any devices the same as you would your cash, checks, credit cards, and other valuable information. We encourage you to password protect or lock any such device to help prevent an unauthorized person from using it. You agree to promptly report any loss or theft to both us and the third party.
The owner of the device may incur third party fees both to us and the third party related to engaging in a third party/mobile device transaction (such as mobile carrier data or messaging charges).
Credit transactions made through a third party/mobile device may involve the electronic transmission of information related to you or the Account across wireless or computer networks. Third parties, such as merchants, card association networks, mobile carriers, mobile wallet operators, and software application providers may use and receive information in connection with a credit transaction. Third parties may also receive information about your mobile device when you use it to make a credit transaction.
We may, at any time, partially or fully restrict a Cardholder’s ability to make credit transactions through a third party/mobile device. You agree to notify us promptly if you remove or want to remove Account information from any third party/mobile device.
Using the Account - Cash
Cash advances
Cash may be advanced from an Account ("Cash Advances") by presenting the Business Card at a financial institution or an automated teller machine ("ATM") that accepts Mastercard denominated credit cards bearing the logo on your Business Card. Bank may impose limits on the amount and frequency of Cash Advances you may obtain at an ATM. If your Account is subject to a Cash Credit Limit, authorizations for Cash Advances will not be granted if they would cause your cash balance to exceed the Cash Credit Limit. Withdrawals from non-Wells Fargo ATMs may be subject to additional limits placed on them by the ATM operator. If the ATM operator imposes a surcharge or convenience fee in connection with the withdrawal of cash using your Business Card, the amount of that fee will be included as part of the total Cash Advance amount. You may obtain a Cash Advance and perform balance inquiries using your Business 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 Business Card. We may charge a cash advance fee for each Cash Advance transaction you make, and the interest rate for Cash Advances may be different from the interest rate for purchases. See Important Terms of Your Credit Card Account for more details. Interest will apply to Cash Advance balances from the date of the Cash Advance transaction.
Cash advances for overdraft protection
You may elect to have an automatic Cash Advance from your Account to cover an overdraft on a linked Wells Fargo checking account ("Overdraft Protection Advance"). The types of accounts that can be linked for Overdraft Protection Advances depend on the checking account you have. Some checking account plans also allow you to link your checking account both to a credit account and a deposit account at the same time. If this is the case, the following will apply to Overdraft Protection Advances from your credit Account:
If you choose to link both a deposit account and a credit account to provide overdraft protection, you may designate the account from which you want the funds advanced first.
If you do not designate an account order for Overdraft Protection Advances, Bank will advance funds from your linked deposit account first, and then from your linked credit account, subject to credit availability under this Agreement.
Bank will advance the exact dollar amount to cover the overdraft, subject to your Credit Limit and a minimum overdraft advance amount of $25. If there is not enough available credit to cover the entire amount of an item presented for payment in the Checking Account, Bank may at its option either advance the amount of available credit or return the item unpaid.
If you elect Consolidated Billing, then only the Control Account is eligible to be linked to provide overdraft protection.
If there is more than one person authorized to access, or listed on, the checking account causing the overdraft, then: (1) you will be responsible for all Overdraft Protection Advances from the credit Account regardless of which individual accessed the checking account funds, and (2) you agree to allow us to disclose to any other person on your checking account that this Business Card is linked to your checking account for overdraft protection.
Overdraft Protection Advances are an optional feature that may not be available for a given checking account. Bank reserves the right to terminate, suspend, or change your overdraft protection service without notice for any reason, including Overdraft Protection Advances resulting from payments to the credit Account, or maintenance of a zero or negative balance in the linked checking account.
The interest rate for Cash Advances, including Overdraft Protection Advances, may be different from the interest rate for purchases. See Important Terms of Your Credit Card Account for more details. Interest will apply to Overdraft Protection Advance balances from the date of the Overdraft Protection Advance transaction.
Overdraft Protection Advances, as well as associated interest, may cause the balance on your credit Account to exceed the Credit Limit, which can result in the application of certain Remedies.Transfers
You authorize Bank to make transfers, up to the lower of the available Credit Limit or Cash Credit Limit, if applicable, between the Account and other accounts upon Bank’s receipt of instructions from you, an Account Guarantor, an Administrator, a Company Contact, a Cardholder, or any other person you authorize orally, electronically, or in writing to request such a transfer. Bank will have no liability for any transfer believed by Bank in good faith to have been authorized by you. You will indemnify and hold Bank harmless from and against any damages, liabilities, costs, or expenses (including attorney’s fees) arising out of any claim by you or any third party against Bank in connection with Bank’s performance of transfers as described above. Transfers will be treated as Cash Advances unless otherwise specified and will not be eligible to earn Rewards points or Cash-Back credit.
Service
Lost or stolen cards, liability for unauthorized use, and zero liability protection
If you suspect or know that a Business Card or your Account information has been lost or stolen, or that it is being used without your permission, you must notify Bank immediately, and in no event later than two business days after learning of the loss, theft, or misappropriation, by calling 1-833-441-0793. You agree to assist us in our investigation of the matter. If you do this and we find you not responsible, you will not be held liable for the unauthorized use of your Account. Use of the Account, a Business Card issued for the Account, an Account Guarantor, an Administrator, a Company Contact, or Cardholder at any time, even if no longer associated with or employed by you, does not constitute unauthorized use, subject to applicable law.
Contacting you
You agree that we have your consent to contact you at any phone number, email address, or mailing address you provide for any Wells Fargo account or at any number that you call us from or at any number that we obtain by other means. If you provided a phone number(s), you agree that you are authorized to provide this phone number(s) and agree to receive calls and text messages from Wells Fargo at this number(s) for all your current and future Wells Fargo products and services. This does not give Wells Fargo permission to call or text you for marketing purposes. Message and data rates may apply. Message frequency varies. Automated systems, including prerecorded or artificial voice may be used.
Changes to This Agreement
Change in terms
We may change this Agreement at any time. These changes may apply to existing and future balances. If required by law, we will give you advance written notice of the changes and a right to reject the changes. We may require you to close your Account or take other actions if you reject the changes.
Fees and Rates
Fees
The following fees may apply to your account. If they do apply, you will find the amount in the Important Terms of Your Credit Card Account. You agree to pay any fees that apply.
Balance Transfer Fee. This fee may be charged on a Balance Transfer transaction.
Cash Advance Fee. This fee may be charged on a Cash Advance from your Account.
Late Fee. This fee may be charged each time we do not receive the required Minimum Payment due by the Payment Due Date.
Rush Plastic Fee. This fee may be charged if you requested expedited delivery for your credit card.
Additional fees may be charged if agreed between you and us. All fees will be added to the Purchases balance, except Cash Advance fees which will be added to the Cash Advance balance on your Account.
Rates
The following sections describe how we calculate the interest you owe each Billing Period. The Important Terms of Your Credit Card Account list the APRs that apply to different types of balances.
Finance charge
The total Finance Charge for an Account is the sum of the Periodic Finance Charge plus the Transaction Finance Charge assessed on the Account for the billing period, subject to the Minimum Finance Charge. The method used to determine the balance or balances upon which these finance charges are computed is as follows:
Periodic finance charge: For each type of balance on an Account (i.e. the Cash Advance balance, the Purchase balance and the Other balance) the Periodic Finance Charge is calculated by multiplying the Average Daily Balance (see below) 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)Calculation of Average Daily Balance ("ADB"): To calculate your ADB each month, we calculate the daily balance of the Account for each day in the billing period ("Daily Balance"), add the Daily Balances together, and divide that total amount by the number of days in the billing period. ADBs for Cash Advances, Purchases, and Other categories are calculated separately and may be subject to different rates.
For each category of balance (Cash Advances, Purchases, and Other), we calculate the Daily Balance by starting with the beginning balance related to that category plus any new activity (Cash Advances, Purchases, and Other) posted as of that day, plus any related unpaid Finance Charges, Transaction 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 (see below). We then subtract the amount of any payments or credits applied to that balance category.
The ADB for Purchases will not include any part of the New Balance from the previous periodic statement or any new purchases posted to the Account during the current billing period if the New Balance from the previous statement is paid by the Payment Due Date shown on that previous statement, or if the New Balance from the previous statement was zero.
The ADB for Cash Advances includes any Cash Balance that was unpaid at the end of the previous billing period until such existing balance is paid in full. The Cash Advances ADB will also include any new Cash Advance activity.
The ADB for Other balances may be treated like Purchase balances or Cash Advance balances depending on the terms of the offer under which the Other balance was created.When periodic finance charge begins and ends
The Periodic Finance Charge for Purchases begins on the date the transaction was made, except that no Periodic Finance Charge will be imposed during the current billing period on new Purchases posted to an Account during the current billing period if you have paid the New Balance shown on the previous periodic statement in full by the Current Payment Due Date shown on the previous periodic statement. This period of time after the Statement Closing Date and through the Current Payment Due Date is referred to as the "grace period" and applies to Purchases only and not to Cash Advances. If your New Balance consists of only Purchases, you may avoid Finance Charges by paying that amount in full by the Current Payment Due Date.
The Periodic Finance Charge for Cash Advances and Overdraft Protection Advances will begin on the transaction date. There is no interest-free grace period on Cash Advance balances. Finance Charges continue to be assessed on Cash Advance balances until that Cash Advance balance is paid in full.
The grace period for Other balances will be the same as the grace period for Purchase or Cash Advance balances depending on the terms of the offer under which the Other balance was created.Daily finance charge rate
The Daily Finance Charge Rate will either be a fixed rate or a 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. A Default interest rate (see below) may be substituted if you default under this Agreement. 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 Wells Fargo Prime Rate (see below) in effect one business day prior to your Statement Closing Date and adding an additional amount ("Spread"). Any changes in your Daily Finance Charge Rate will apply both to current and future balances on the Account and the Daily Finance Charge Rate will continue to vary even if the Account is closed.
The Bank initially determines your Spread 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.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."
Minimum finance charge
The Minimum Finance Charge is $1 for each billing period in which a Finance Charge is assessed.
Transaction finance charge
The Transaction Finance Charge is a one-time charge made each time certain types of Cash Advances or balance transfers are posted to the Account.
The Transaction Finance Charge for each advance or transfer made at an ATM is 4% of the amount of the advance, subject to a $10 minimum and $175 maximum.
The Transaction Finance Charge for each advance made via over-the-counter, telephone transfer, electronic transfer, Online Banking, Bill Pay transaction, or other source is 4% of the amount of the advance, subject to a $10 minimum and $175 maximum.
The Transaction Finance Charge for balance transfers and promotional offers are disclosed with the balance transfer or promotional offer.
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, subject to a $10 minimum and no maximum.
There is NO Transaction Finance Charge for Overdraft Protection Advances.
Billing Statements and Payments
Billing statements
If you have a balance on your account you will receive a billing statement. Your billing statement will show your Minimum Payment due and the Payment Due Date.
Promise to pay
When you use your Account or let someone else use it, you promise to pay the total amount of the Purchases and Cash Advances, and Balance Transfers, plus all interest, fees, and other amounts that you may owe us. We may limit or close your Account, but the terms of this Agreement will apply until you pay the Account in full.
You may pay all or part of your Account balance at any time, but you must pay the Minimum Payment, disclosed on your billing statement, by the Payment Due Date.Payments
A separate periodic statement will be sent every month for each Control Account and Individual Billing Account that has a balance or monetary activity. The New Balance shown on the statement will be the total of all unpaid obligations that have been posted to an Account as of the Statement Closing Date shown on the statement.
You, or the Individual Cardholder if the Account has Individual Billing, may pay the Total Amount Due shown on the statement or any greater amount, but Bank must receive at least the Total Amount Due shown on the statement, in immediately available U.S. funds drawn on a U.S. bank, by the Current Payment Due Date shown on the statement. 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
The Current Payment Due is equal to the greatest of:
The sum of Bank Fees and Finance Charges plus 1.0% of the New Balance; or
2% of the New Balance; or
$25
However, if the New Balance is less than $25, 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 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/services 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, we will apply your Minimum Payment first to lower APR balances (such as Purchases) before balances with higher APRs (such as Cash Advances). Payments made in excess of the Minimum Payment will be applied to balances with higher APRs first before balances with lower ones.
We post payments to the Billing Cycle within which they are received. Any payment in excess of the Minimum Payment due is applied based on the balances reflected on your last billing statement.
Payments that are received at the designated payment processing address (printed on each periodic statement) by 5:00 p.m. on any business day will be credited as of the day of receipt. Payments received after 5:00 p.m. or on non-business days may be credited as of the next business day.
Bank may, at its sole discretion, for a period of time Bank determines, withhold a portion of the available credit on your Account up to the amount of any payment(s) in order to ensure that the check or other payment instrument is honored.
Bank may, at its sole discretion, accept late payments, partial payments, post-dated checks, or any form of payment containing a restrictive endorsement, without losing any of our rights under this Agreement. 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 may have to receive full payment. Please note that such payments will not discharge your full debt.
Automatic payment
We may make available an automatic payment service that allows you to schedule automatic payments from a deposit account designated by you to pay your Account any month a balance is due. When you enroll in the automatic payment service, you may authorize payment of the Minimum Payment Due or the total monthly balance statement.
You may enroll a business or personal deposit account to pay your automatic payments. If you enroll a personal deposit account, you must be an owner of the account, and by enrolling the personal deposit account you agree that Wells Fargo will send any notices related to automatic payments to the e-mail or mailing address on file for this business Account, according to your delivery preferences, and that you will be able to access and keep notices sent to this address.
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 the Bank’s and your interest to pay off the remaining balance in as short a time as possible. To facilitate a faster payoff at any time after an Account closes or a Default occurs, Bank may set the Current Payment Due to a fixed payment amount that will not decline as the balance is paid down over time. When the New Balance reaches an amount less than the fixed payment amount, the required payment will be reduced to the New Balance shown on your statement. This fixed amount will be compared to the standard Current Payment Due calculation, and Bank will require the higher of those two amounts be paid.
Payment address
Check your current statement for the address to mail a payment. You may call us at the number listed on your Business Card or statement to make a payment or obtain the mailing address for payments. You also may be able to pay your Account using Online Banking.
Other Important Information
Defaults
The following constitute defaults under this Agreement:
A payment is not made when it is due;
Any payment is returned or reversed for any reason;
The terms of this agreement are breached in any way;
The Customer or an Account Guarantor defaults under the terms of any other obligation to Bank:
You made an untrue statement on your application;
You file for bankruptcy;
An Account Guarantor changes;
A significant change occurs in the ownership or organizational structure of Customer’s business or in the type or volume of such Customer’s business, or the death of a Customer or Account Guarantor;
An Account Guarantor 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 this agreement is impaired;
Your Account balance exceeds the Credit Limit;
You fail to submit required information the Bank deems necessary; or
Bank observes excessive or suspicious Account usage or suspects an Account is involved in kiting.
Remedies
In the event of any default or failure to meet any condition under the preceding paragraphs, Bank may, at its option and without prior notification:
Close any or all Accounts to all use, as well as close any other accounts for which the Customer or an Account Guarantor is liable to Bank;
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 interest and other charges;
Fix monthly Account payments at a higher amount;
Immediately terminate any promotional rates and/or raise the interest rate on existing and new balances;
Fix the Late Fee at a higher amount.
If your account is in default you agree to pay our collection costs, attorney's fees, and court costs incurred in enforcing our rights under this agreement.
Duty to update information
You must inform Bank immediately when any of the information you provided during application or enrollment in this Account and any related services changes. This duty to update your information includes any changes in the beneficial ownership of the business, if an Account Guarantor changes, and any change to your physical address or other contact information.
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.
Re-verification of credit information
We can review any information you provided on your credit application at any time. This may include:
Requesting credit bureau reports periodically for account maintenance purposes;
Verifying your current credit standing;
Verifying your business organization, assets, and income records.
Cancellation
We may close your Account at any time and for any reason. You may also close the Account at any time. If that happens, you must still repay the balance owed according to the terms of this Agreement.
Separation of unlawful provisions
If any provision of this Agreement is found to be unenforceable, all other provisions of the Agreement will remain in effect.
Enforcement rights
We may waive or delay enforcing any of our rights without losing them. A court decree for divorce or separation or an out-of-court mutual agreement does not affect any of our rights to enforce this Agreement.
Phone monitoring
We may monitor and record any of your phone calls with us.
Information reporting
We may report information about your Account(s) to credit bureaus or consumer reporting agencies in your name, the name of your business organization, and in the name of any Account Guarantor(s). The information that we report to consumer reporting agencies may include:
Account history;
Account performance;
Account status;
Any violations of your account; and
Any violations of the terms of this Agreement
You may dispute the accuracy of the information that we report to consumer reporting agencies by writing to us at Wells Fargo SB Credit Services – Acct Servicing Team, P.O. Box 29482, Phoenix, AZ 85038-8650. Please describe the information in detail that you believe is inaccurate and provide any supporting documents with your dispute. If your dispute relates to identity theft, you will need to provide us with an identity theft report.
Assignment
We may assign your Account and any or all rights and obligations under the Agreement to a third party. You may not assign your Account or any of your obligations under the Agreement.
Governing law
Federal law and the laws of South Dakota govern this Agreement, your Account, and each Account Guarantor’s personal guaranty of the debt arising from the Account.
Legal
Change in terms of an Account
Bank may unilaterally change any of the terms of your Accounts at Bank’s sole discretion at any time. Bank will provide you with such notice as is required by law (if any), by mailing such notice to you at the latest address shown in Bank’s records. If you have elected to receive statements electronically, notices may be delivered to you electronically in the same manner that statements are delivered, and Bank will have met that notice requirement by sending you an email or other electronic message, to the email or electronic address on file, that either contains the notice or directs the recipient to an Internet-accessible location where the notice may be viewed. You are responsible for maintaining a valid email or other electronic address, as applicable, and are responsible for updating this address if it changes. Bank at all times reserves the right to deliver any statement, notice, or other communication to you in writing at the latest postal address shown in Bank’s records. Subject to applicable law and provided Bank does not notify you otherwise, any changes will apply to the current balance of your Accounts as well as to future balances.
Laws governing this agreement
The laws of the state of South Dakota shall govern this Agreement, your Account, and the Account Guarantors' personal guaranty of the debt arising from the Account. 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.
Bank’s rights in enforcing personal guaranty
By signing as an Account Guarantor and by using this Account, each Account Guarantor waives any requirement that Bank (1) proceed against the business Customer or any other person before proceeding against the Account Guarantor(s); (2) marshal assets or proceed against or exhaust any security held from Customer or any other person; (3) give notice of the terms, time and place of any public or private sale or other disposition of personal property security held from Customer or any other person; (4) take any other action or pursue any other remedy in Bank’s power; or (5) make any presentment, demand, protest, notice of protest, and notice of non-payment hereunder or in connection with any obligations or evidences of indebtedness held by Bank as security for or which constitute in whole or in part the indebtedness guaranteed hereunder. Each Account Guarantor also waives any defense arising by reason of any defense of Customer or other person; and the right to require Bank to notify the Account Guarantor(s) of any additional indebtedness incurred by Customer or of any changes in Customer’s financial condition.
Each Account Guarantor also authorizes Bank to, without notice or prior consent: (1) extend, modify, compromise, accelerate, renew, increase or otherwise change the terms of the indebtedness arising from the Account; (2) take and hold security for the payment of the indebtedness on the Account or any portion thereof, and exchange, enforce, waive, subordinate or release any such security; and (3) apply such security and direct the order or manner of sale thereof, including without limitation a non-judicial sale permitted by the terms of the controlling security agreement, as Bank in its discretion may determine, and each Account Guarantor waives any provision of law regarding application of payments which specifies otherwise.Right to terminate an account
Bank may terminate any or all of Customer’s Accounts at any time, or reduce the amount of Customer’s Credit Limit on any or all of its Accounts, without notice, subject to applicable law, even though a default on any Account may not have occurred. If Bank terminates an Account, Customer agrees to destroy any Business Card(s) issued on that Account. Customer agrees that it will continue to be responsible for full payment of the balance on the closed Account(s) and all charges to the Account(s), including, without limitation: Purchases and Cash Advances that post after termination of the Account and any Finance Charge and Other Charges. Customer, any authorized representative of Customer, any Account Guarantor, and any Administrator may cancel the Account at any time upon written notification to Bank.
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 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 the Account Guarantor(s) to submit to Bank current financial information in its name and the name of the Account Guarantor(s) at any time upon request. Such information shall be used for the purpose of evaluating or re-evaluating Customer’s and Account Guarantor(s)’ creditworthiness. You also authorize Bank to access and use such information and to share it with its affiliates in order to determine whether Customer and/or the Account Guarantor(s) are qualified for other products and services offered by Bank and its affiliates. Upon determination that Customer’s or Account Guarantor(s) creditworthiness has changed adversely or does not satisfy Bank’s current credit standards, Bank may close or lower the Credit Limit on any or all Accounts. Bank may report its credit experience with Customer, Account Guarantor(s), and Customer’s Account(s) to third parties. Customer agrees that Bank may release information about Customer, its owners, Account Guarantor(s), and/or Customer’s Account(s) to Bank affiliates.
Important notice about credit reporting: Bank may report information about your Account(s) to credit bureaus and/or consumer reporting agencies in your name, the name of your business organization, and in the name of any Account Guarantor(s). Late payments, missed payments, or other defaults on your Account(s) may be reflected in your, your business organizations, and the 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 Consumer Financial Protection Bureau, 1700 G Street N.W., 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 SB Credit Services – Acct Servicing Team, PO Box 29482, Phoenix, AZ 85038, or call 1-833-728-1691, within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement.
Arbitration
Arbitration program
Binding arbitration
The parties hereto agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A "Dispute" shall include any dispute, claim, or controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement, or any other agreement, document, or instrument to which this Arbitration Program is attached or in which it appears or is referenced, or any related agreements, documents, or instruments or any renewal, extension, modification, or refinancing of any indebtedness or obligation relating to the foregoing, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default, or termination. This provision is a material inducement for the parties entering into the transactions relating to this Agreement. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROGRAM.
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.
No waiver of provisional remedies, self-help, and foreclosure
The arbitration requirement does not limit the right of any party to: (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.
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.
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.
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.
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.
Your Billing Rights
Keep this notice for future use
This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
What to do if you find a mistake on your statement
If you think there is an error on your statement, write to us at:
Wells Fargo Card Services
P.O. Box 9262
Des Moines, IA 50306-9949
In your letter, give us the following information:Your name, business name and Account number;
The date and dollar amount of the suspected error.
If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.
You must contact us:
Within 60 days after the error appeared on your statement.
At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.
You must notify us of any potential errors in writing at the address above. You may notify using other ways (including telephone), but if you do we are not required to investigate any potential errors and you may have to pay the amount in question.
What will happen after we receive your letter
When we receive your letter, we must do two things:
Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.
Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.
While we investigate whether or not there has been an error:
We cannot try to collect the amount in question, or report you as delinquent on that amount.
The charge in question may remain on your statement, and we may continue to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
We can apply any unpaid amount against your credit limit.
After we finish our investigation, one of two things will happen:
If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe, and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.
If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us. If we do not follow all of the rules above, you do not have to pay the amount you question even if your bill is correct.
Your rights if you are dissatisfied with your credit card purchases
If you are dissatisfied with the goods or services that you have purchased with your credit card and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the Purchase.
To use this right, all of the following must be true:The Purchase must have been made in your home state or within 100 miles of your current business mailing address, and the Purchase price must have been more than $50. (Note: Neither of these are necessary if your Purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services.)
You must have used your credit card for the Purchase. Purchases made with Cash Advances from an ATM or with a check that accesses your credit card Account do not qualify.
You must not yet have fully paid for the Purchase.
If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us in writing at:
Wells Fargo Card Services
P.O. Box 9262
Des Moines, IA 50306-9949
While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.
General Inquiries:
Wells Fargo Small Business
Customer Service
1-833-441-0793
We accept all relay calls, including 711
© 2023 Wells Fargo Bank, N.A. Member FDIC.
M-138153BLD-011 (10-23)
