Fill - Free fillable Wells Fargo Health Advantage Credit Card Program (Wells Fargo) PDF form

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Wells Fargo Retail Services

Wells Fargo Health Advantage

Credit Card Program

Enrollment Package

I’m happy to introduce you to the Wells Fargo Health Advantage Credit Card Program. Wells Fargo Retail Services has designed

this program to generate sales and enhance the loyalty of your patients or clients. We’re committed to help you successfully grow

your business.

Besides unmatched support and personal service our dedicated team provides, participants benet from:

• Easy program enrollment and smooth onboarding

• Individually guided training and relationship support

• Fully integrated marketing programs and tools

• Simple online tools to use and manage the program

• Immediate purchasing power for approved patients or clients and a revolving line of credit for future purchases

For over 50 years, we’ve helped thousands of companies across multiple industries grow, and we look forward to the opportunity

of working with yours.

Enroll today. The next step is yours. Use the Enrollment Checklist to guide you through completing, signing, and returning the

documents necessary to sign you up. As a participating business, you’ll receive a welcome kit, comprehensive training, and much

more to help drive your sales.

Thank you for your business.

Sincerely,

Dan Abbott

Executive Vice President

Wells Fargo Bank, N.A.

If you have any questions regarding

these enrollment materials, please

contact our team at Wells Fargo

Retail Services.

1-800-577-5221

Monday – Friday

8:00 a.m. to 5:00 p.m. Central Time

DK 0419 WFHA-AF Dental | GDA-WFHA18 AF-D/Doc# 11202487

Wells Fargo Health Advantage Credit Card Program

2 of 35Wells Fargo Retail Services

The boxes indicate documentation

that must be completed, signed,

and returned.

oWells Fargo Retail Services

Healthcare Provider Agreement

Application

oW9 — Request for Taxpayer

Identication Number and

Certication

oBank Information

oAdditional Locations

oExtended Product Warranty

and Service Agreement

oTraining Information

oInformation Security

oWells Fargo Credit Connect

(Paperless) Request

Retain the documents below for

your records along with a copy of

any amendments, addendums, or

exhibits to the Agreement.

Table of Contents for the

Instructions & Procedures

Wells Fargo Retail Services

Healthcare Provider Agreement

Wells Fargo Health Advantage

Enrollment Checklist:

Enrollment Steps

STEP 1

Review the enclosed Enrollment Package, Provider

Agreement, and complete all of the required documents on the

checklist.

STEP 2

Complete Enrollment Package, sign and date the completed

Provider Application.

NOTE: Each Principal, Partner, or Owner listed in Section 4

of the Provider Application is required to sign.

STEP 3

To ensure faster service, please fax or email in all required

documents that have a check box in the Enrollment Checklist

to:

RSFDealerEnrollment@wellsfargo.com

• We encourage you to complete the Enrollment Package

electronically. Be sure to print and sign the Provider Application.

• Wells Fargo recommends the use of secure email when emailing

condential information to us.

1-877-279-4548

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Wells Fargo Retail Services

Healthcare Provider Agreement Application

Wells Fargo Health Advantage Credit Card Program

All elds must be completed. If a specic eld does not apply, mark the eld as “N/A.” DK 0419 WFHA-AF Dental

Section 1

Business Legal Name (“Provider”) — as reported to the IRS Phone Number (no toll-free numbers)

Primary Provider DBA (“Doing Business As”) — as it should appear for patients or clients, 25 character limit Oce Fax Number

Business Website/ URL Fax Number for Credit Decisions

Physical Address (no P.O. Boxes) City State ZIP Code

Mailing Address

Same as above

City State ZIP Code

Shipping Address (no P.O. Boxes, for Supplies)

Same as above

City State ZIP Code

Contact Name Position Email Address

Section 2

Description of all Practices/Specialties States you conduct business in

Does your business engage in Internet gambling or wagering?

Yes

Does your sales process ever take place in your consumer’s home, at a trade show, and/or a

state/county/local fair?

Yes

In Practice since (mm/yy) Annual Sales (Production) Revenue Annual Sales Finance Volume Average Ticket

[ADDITIONAL SIGNATURES REQUIRED ON NEXT PAGE]

Section 3

Professional Licensing: Pursuant to the Representations and Warranties section of the Agreement, you are, and throughout the term of the Agreement will remain, duly

authorized and properly licensed (including any required professional licenses) under all applicable Laws to transact business as presently conducted, and to fully perform your

obligations under the Agreement.

Authorized Signature Title Required

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Wells Fargo Retail Services

Healthcare Provider Agreement Application

Wells Fargo Health Advantage Credit Card Program

DK 0419 WFHA-AF Dental

Section 4

I/We certify the information provided in connection with this Wells Fargo Retail Services Enrollment Package is true, to the best of my/our

knowledge and understand this information may be used for the purpose of qualifying my/our business for participation in Wells Fargo’s

revolving credit card program and for retaining my/our business in such program. I/We authorize Wells Fargo to obtain credit reports on my/

our business above and upon the principals, partners, and/or owners who have signed below for the purpose of qualifying my/our business for

participation in Wells Fargo’s revolving credit card program. I/We understand that I/we are also authorizing Wells Fargo to obtain credit reports

now and in the future for the purposes of evaluating my/our business for future retention. I/We also understand that I/we may be required at

any time to provide a copy of my/our businesses’ most recent nancial statements as of the end of the most recent scal year including a balance

sheet and a statement of income in reasonable detail and prepared in accordance with generally accepted accounting principles.

This Wells Fargo Retail Services Healthcare Provider Agreement Application (“Application”) is submitted to obtain approval to participate in the

Wells Fargo Health Advantage Credit Card Program on behalf of the above-mentioned Provider (“Provider”). The undersigned (“I,” “me,” or “my”)

certify that I have read the above provisions and all information provided herein is true and complete. I have the power and authority to execute

and deliver this Application and to enter into and consummate the Wells Fargo Retail Services Healthcare Provider Agreement Wells Fargo

Health Advantage

(GDA-WFHA18 AF-D) (“Agreement”) on behalf of the Provider, by my signature below, to all terms and conditions of the

Agreement. I hereby certify, represent and warrant that the Provider has agreed to abide by all terms and conditions of the Agreement, and that if

and when Wells Fargo approves this Application, the Provider will, without further action, be bound by the Agreement and any Instructions and

Procedures (as dened in the Agreement) as Wells Fargo may communicate from time to time. I acknowledge that this Application is subject to

approval by Wells Fargo.

PLEASE READ THE WELLS FARGO RETAIL SERVICES HEALTHCARE PROVIDER AGREEMENT WELLS FARGO

HEALTH ADVANTAGE (GDA-WFHA18 AF-D) CAREFULLY PRIOR TO SIGNING THIS APPLICATION BECAUSE SIGNING

BELOW BINDS THE PROVIDER TO SUCH AGREEMENT. THE AGREEMENT MAY NOT BE ALTERED OR CHANGED. ANY

ALTERATIONS OR CHANGES TO THE AGREEMENT ARE VOID AND UNENFORCEABLE.

ALL INDIVIDUALS LISTED BELOW MUST SIGN.

Principal’s, Partner’s, or Owner’s Information - Please list the owners with the largest share of ownership. The combined ownership must be 50% or more.

Attach an additional page with ownership information if necessary.

Name 1 % Owner

Social Security Number Owner since (mm/yy)

Home Address City State ZIP Code

Authorized Signature 1 Title Date

Name 2 % Owner

Social Security Number Owner since (mm/yy)

Home Address City State ZIP Code

Authorized Signature 2 Title Date

Name 3 % Owner

Social Security Number Owner since (mm/yy)

Home Address City State ZIP Code

Authorized Signature 3 Title Date

Name 4 % Owner

Social Security Number Owner since (mm/yy)

Home Address City State ZIP Code

Authorized Signature 4 Title Date

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Form W-9

(Rev. October 2018)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

▶

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the

requester. Do not

send to the IRS.

Print or type.

See Specific Instructions on page 3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the

following seven boxes.

Individual/sole proprietor or

single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership)

▶

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check

LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is

another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that

is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions)

▶

4 Exemptions (codes apply only to

certain entities, not individuals; see

instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions.

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid

backup withholding. For individuals, this is generally your social security number (SSN). However, for a

resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other

entities, it is your employer identification number (EIN). If you do not have a number, see How to get a

TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and

Number To Give the Requester for guidelines on whose number to enter.

Social security number

– –

Employer identification number

–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am

no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because

you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,

acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments

other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign

Here

Signature of

U.S. person

▶

Date

▶

General Instructions

Section references are to the Internal Revenue Code unless otherwise

noted.

Future developments. For the latest information about developments

related to Form W-9 and its instructions, such as legislation enacted

after they were published, go to www.irs.gov/FormW9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an

information return with the IRS must obtain your correct taxpayer

identification number (TIN) which may be your social security number

(SSN), individual taxpayer identification number (ITIN), adoption

taxpayer identification number (ATIN), or employer identification number

(EIN), to report on an information return the amount paid to you, or other

amount reportable on an information return. Examples of information

returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual

funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross

proceeds)

• Form 1099-B (stock or mutual fund sales and certain other

transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest),

1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident

alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might

be subject to backup withholding. See What is backup withholding,

later.

Cat. No. 10231X

Form

W-9 (Rev. 10-2018)

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Form W-9 (Rev. 10-2018)

Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a

number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt

payee. If applicable, you are also certifying that as a U.S. person, your

allocable share of any partnership income from a U.S. trade or business

is not subject to the withholding tax on foreign partners' share of

effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating

that you are exempt from the FATCA reporting, is correct. See What is

FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other

than Form W-9 to request your TIN, you must use the requester’s form if

it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are

considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or

organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or

business in the United States are generally required to pay a withholding

tax under section 1446 on any foreign partners’ share of effectively

connected taxable income from such business. Further, in certain cases

where a Form W-9 has not been received, the rules under section 1446

require a partnership to presume that a partner is a foreign person, and

pay the section 1446 withholding tax. Therefore, if you are a U.S. person

that is a partner in a partnership conducting a trade or business in the

United States, provide Form W-9 to the partnership to establish your

U.S. status and avoid section 1446 withholding on your share of

partnership income.

In the cases below, the following person must give Form W-9 to the

partnership for purposes of establishing its U.S. status and avoiding

withholding on its allocable share of net income from the partnership

conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner

of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner,

generally, the U.S. grantor or other U.S. owner of the grantor trust and

not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust

(other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a

foreign bank that has elected to be treated as a U.S. person, do not use

Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see

Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign

Entities).

Nonresident alien who becomes a resident alien. Generally, only a

nonresident alien individual may use the terms of a tax treaty to reduce

or eliminate U.S. tax on certain types of income. However, most tax

treaties contain a provision known as a “saving clause.” Exceptions

specified in the saving clause may permit an exemption from tax to

continue for certain types of income even after the payee has otherwise

become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception

contained in the saving clause of a tax treaty to claim an exemption

from U.S. tax on certain types of income, you must attach a statement

to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under

which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the

saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption

from tax.

5. Sufficient facts to justify the exemption from tax under the terms of

the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an

exemption from tax for scholarship income received by a Chinese

student temporarily present in the United States. Under U.S. law, this

student will become a resident alien for tax purposes if his or her stay in

the United States exceeds 5 calendar years. However, paragraph 2 of

the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows

the provisions of Article 20 to continue to apply even after the Chinese

student becomes a resident alien of the United States. A Chinese

student who qualifies for this exception (under paragraph 2 of the first

protocol) and is relying on this exception to claim an exemption from tax

on his or her scholarship or fellowship income would attach to Form

W-9 a statement that includes the information described above to

support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the

appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you

must under certain conditions withhold and pay to the IRS 24% of such

payments. This is called “backup withholding.” Payments that may be

subject to backup withholding include interest, tax-exempt interest,

dividends, broker and barter exchange transactions, rents, royalties,

nonemployee pay, payments made in settlement of payment card and

third party network transactions, and certain payments from fishing boat

operators. Real estate transactions are not subject to backup

withholding.

You will not be subject to backup withholding on payments you

receive if you give the requester your correct TIN, make the proper

certifications, and report all your taxable interest and dividends on your

tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for

Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding

because you did not report all your interest and dividends on your tax

return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to

backup withholding under 4 above (for reportable interest and dividend

accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

See Exempt payee code, later, and the separate Instructions for the

Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a

participating foreign financial institution to report all United States

account holders that are specified United States persons. Certain

payees are exempt from FATCA reporting. See Exemption from FATCA

reporting code, later, and the Instructions for the Requester of Form

W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you

claimed to be an exempt payee if you are no longer an exempt payee

and anticipate receiving reportable payments in the future from this

person. For example, you may need to provide updated information if

you are a C corporation that elects to be an S corporation, or if you no

longer are tax exempt. In addition, you must furnish a new Form W-9 if

the name or TIN changes for the account; for example, if the grantor of a

grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a

requester, you are subject to a penalty of $50 for each such failure

unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you

make a false statement with no reasonable basis that results in no

backup withholding, you are subject to a $500 penalty.

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Form W-9 (Rev. 10-2018)

Page 3

Criminal penalty for falsifying information. Willfully falsifying

certifications or affirmations may subject you to criminal penalties

including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of

federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line

blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account

maintained by a foreign financial institution (FFI)), list first, and then

circle, the name of the person or entity whose number you entered in

Part I of Form W-9. If you are providing Form W-9 to an FFI to document

a joint account, each holder of the account that is a U.S. person must

provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If

you have changed your last name without informing the Social Security

Administration (SSA) of the name change, enter your first name, the last

name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on

your Form W-7 application, line 1a. This should also be the same as the

name you entered on the Form 1040/1040A/1040EZ you filed with your

application.

b. Sole proprietor or single-member LLC. Enter your individual

name as shown on your 1040/1040A/1040EZ on line 1. You may enter

your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C

corporation, or S corporation. Enter the entity's name as shown on the

entity's tax return on line 1 and any business, trade, or DBA name on

line 2.

d. Other entities. Enter your name as shown on required U.S. federal

tax documents on line 1. This name should match the name shown on the

charter or other legal document creating the entity. You may enter any

business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is

disregarded as an entity separate from its owner is treated as a

“disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter

the owner's name on line 1. The name of the entity entered on line 1

should never be a disregarded entity. The name on line 1 should be the

name shown on the income tax return on which the income should be

reported. For example, if a foreign LLC that is treated as a disregarded

entity for U.S. federal tax purposes has a single owner that is a U.S.

person, the U.S. owner's name is required to be provided on line 1. If

the direct owner of the entity is also a disregarded entity, enter the first

owner that is not disregarded for federal tax purposes. Enter the

disregarded entity's name on line 2, “Business name/disregarded entity

name.” If the owner of the disregarded entity is a foreign person, the

owner must complete an appropriate Form W-8 instead of a Form W-9.

This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded

entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax

classification of the person whose name is entered on line 1. Check only

one box on line 3.

IF the entity/person on line 1 is

a(n) . . .

THEN check the box for . . .

• Corporation Corporation

• Individual

• Sole proprietorship, or

• Single-member limited liability

company (LLC) owned by an

individual and disregarded for U.S.

federal tax purposes.

Individual/sole proprietor or single-

member LLC

• LLC treated as a partnership for

U.S. federal tax purposes,

• LLC that has filed Form 8832 or

2553 to be taxed as a corporation,

• LLC that is disregarded as an

entity separate from its owner but

the owner is another LLC that is

not disregarded for U.S. federal tax

purposes.

Limited liability company and enter

the appropriate tax classification.

(P= Partnership; C= C corporation;

or S= S corporation)

• Partnership Partnership

• Trust/estate Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting,

enter in the appropriate space on line 4 any code(s) that may apply to

you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from

backup withholding.

• Except as provided below, corporations are exempt from backup

withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments

made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to

attorneys’ fees or gross proceeds paid to attorneys, and corporations

that provide medical or health care services are not exempt with respect

to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup

withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or

a custodial account under section 403(b)(7) if the account satisfies the

requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or

possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies,

or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the

United States, the District of Columbia, or a U.S. commonwealth or

possession

7—A futures commission merchant registered with the Commodity

Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the

Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or

custodian

13—A trust exempt from tax under section 664 or described in section

4947

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Form W-9 (Rev. 10-2018)

Page 4

The following chart shows types of payments that may be exempt

from backup withholding. The chart applies to the exempt payees listed

above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt

for . . .

Interest and dividend payments All exempt payees except

for 7

Broker transactions Exempt payees 1 through 4 and 6

through 11 and all C corporations.

S corporations must not enter an

exempt payee code because they

are exempt only for sales of

noncovered securities acquired

prior to 2012.

Barter exchange transactions and

patronage dividends

Exempt payees 1 through 4

Payments over $600 required to be

reported and direct sales over

$5,000

Generally, exempt payees

1 through 5

Payments made in settlement of

payment card or third party network

transactions

Exempt payees 1 through 4

See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and

reportable on Form 1099-MISC are not exempt from backup

withholding: medical and health care payments, attorneys’ fees, gross

proceeds paid to an attorney reportable under section 6045(f), and

payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify

payees that are exempt from reporting under FATCA. These codes

apply to persons submitting this form for accounts maintained outside

of the United States by certain foreign financial institutions. Therefore, if

you are only submitting this form for an account you hold in the United

States, you may leave this field blank. Consult with the person

requesting this form if you are uncertain if the financial institution is

subject to these requirements. A requester may indicate that a code is

not required by providing you with a Form W-9 with “Not Applicable” (or

any similar indication) written or printed on the line for a FATCA

exemption code.

A—An organization exempt from tax under section 501(a) or any

individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or

possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or

more established securities markets, as described in Regulations

section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated

group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial

instruments (including notional principal contracts, futures, forwards,

and options) that is registered as such under the laws of the United

States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an

entity registered at all times during the tax year under the Investment

Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section

4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g)

plan

Note: You may wish to consult with the financial institution requesting

this form to determine whether the FATCA code and/or exempt payee

code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number).

This is where the requester of this Form W-9 will mail your information

returns. If this address differs from the one the requester already has on

file, write NEW at the top. If a new address is provided, there is still a

chance the old address will be used until the payor changes your

address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and

you do not have and are not eligible to get an SSN, your TIN is your IRS

individual taxpayer identification number (ITIN). Enter it in the social

security number box. If you do not have an ITIN, see How to get a TIN

below.

If you are a sole proprietor and you have an EIN, you may enter either

your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity

separate from its owner, enter the owner’s SSN (or EIN, if the owner has

one). Do not enter the disregarded entity’s EIN. If the LLC is classified as

a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for

further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately.

To apply for an SSN, get Form SS-5, Application for a Social Security

Card, from your local SSA office or get this form online at

www.SSA.gov. You may also get this form by calling 1-800-772-1213.

Use Form W-7, Application for IRS Individual Taxpayer Identification

Number, to apply for an ITIN, or Form SS-4, Application for Employer

Identification Number, to apply for an EIN. You can apply for an EIN

online by accessing the IRS website at www.irs.gov/Businesses and

clicking on Employer Identification Number (EIN) under Starting a

Business. Go to www.irs.gov/Forms to view, download, or print Form

W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to

place an order and have Form W-7 and/or SS-4 mailed to you within 10

business days.

If you are asked to complete Form W-9 but do not have a TIN, apply

for a TIN and write “Applied For” in the space for the TIN, sign and date

the form, and give it to the requester. For interest and dividend

payments, and certain payments made with respect to readily tradable

instruments, generally you will have 60 days to get a TIN and give it to

the requester before you are subject to backup withholding on

payments. The 60-day rule does not apply to other types of payments.

You will be subject to backup withholding on all such payments until

you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a

TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use

the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or

resident alien, sign Form W-9. You may be requested to sign by the

withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I

should sign (when required). In the case of a disregarded entity, the

person identified on line 1 must sign. Exempt payees, see

Exempt payee

code,

earlier.

Signature requirements. Complete the certification as indicated in

items 1 through 5 below.

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Form W-9 (Rev. 10-2018)

Page 5

1. Interest, dividend, and barter exchange accounts opened

before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the

certification.

2. Interest, dividend, broker, and barter exchange accounts

opened after 1983 and broker accounts considered inactive during

1983. You must sign the certification or backup withholding will apply. If

you are subject to backup withholding and you are merely providing

your correct TIN to the requester, you must cross out item 2 in the

certification before signing the form.

3. Real estate transactions. You must sign the certification. You may

cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not

have to sign the certification unless you have been notified that you

have previously given an incorrect TIN. “Other payments” include

payments made in the course of the requester’s trade or business for

rents, royalties, goods (other than bills for merchandise), medical and

health care services (including payments to corporations), payments to

a nonemployee for services, payments made in settlement of payment

card and third party network transactions, payments to certain fishing

boat crew members and fishermen, and gross proceeds paid to

attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of

secured property, cancellation of debt, qualified tuition program

payments (under section 529), ABLE accounts (under section 529A),

IRA, Coverdell ESA, Archer MSA or HSA contributions or

distributions, and pension distributions. You must give your correct

TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account: Give name and SSN of:

1. Individual The individual

2. Two or more individuals (joint

account) other than an account

maintained by an FFI

The actual owner of the account or, if

combined funds, the first individual on

the account

3. Two or more U.S. persons

(joint account maintained by an FFI)

Each holder of the account

4. Custodial account of a minor

(Uniform Gift to Minors Act)

The minor

5. a. The usual revocable savings trust

(grantor is also trustee)

b. So-called trust account that is not

a legal or valid trust under state law

The grantor-trustee

The actual owner

6. Sole proprietorship or disregarded

entity owned by an individual

The owner

7. Grantor trust filing under Optional

Form 1099 Filing Method 1 (see

Regulations section 1.671-4(b)(2)(i)

(A))

The grantor*

For this type of account: Give name and EIN of:

8. Disregarded entity not owned by an

individual

The owner

9. A valid trust, estate, or pension trust

Legal entity

10. Corporation or LLC electing

corporate status on Form 8832 or

Form 2553

The corporation

11. Association, club, religious,

charitable, educational, or other tax-

exempt organization

The organization

12. Partnership or multi-member LLC

The partnership

13. A broker or registered nominee

The broker or nominee

For this type of account: Give name and EIN of:

14. Account with the Department of

Agriculture in the name of a public

entity (such as a state or local

government, school district, or

prison) that receives agricultural

program payments

The public entity

15.

Grantor trust filing under the Form

1041 Filing Method or the Optional

Form 1099 Filing Method 2 (see

Regulations section 1.671-4(b)(2)(i)(B))

The trust

List first and circle the name of the person whose number you furnish.

If only one person on a joint account has an SSN, that person’s number

must be furnished.

Circle the minor’s name and furnish the minor’s SSN.

You must show your individual name and you may also enter your

business or DBA name on the “Business name/disregarded entity”

name line. You may use either your SSN or EIN (if you have one), but the

IRS encourages you to use your SSN.

List first and circle the name of the trust, estate, or pension trust. (Do

not furnish the TIN of the personal representative or trustee unless the

legal entity itself is not designated in the account title.) Also see Special

rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the

number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information

such as your name, SSN, or other identifying information, without your

permission, to commit fraud or other crimes. An identity thief may use

your SSN to get a job or may file a tax return using your SSN to receive

a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a

notice from the IRS, respond right away to the name and phone number

printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you

think you are at risk due to a lost or stolen purse or wallet, questionable

credit card activity or credit report, contact the IRS Identity Theft Hotline

at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for

Taxpayers.

Victims of identity theft who are experiencing economic harm or a

systemic problem, or are seeking help in resolving tax problems that

have not been resolved through normal channels, may be eligible for

Taxpayer Advocate Service (TAS) assistance. You can reach TAS by

calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD

1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to

mimic legitimate business emails and websites. The most common act

is sending an email to a user falsely claiming to be an established

legitimate enterprise in an attempt to scam the user into surrendering

private information that will be used for identity theft.

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Form W-9 (Rev. 10-2018)

Page 6

The IRS does not initiate contacts with taxpayers via emails. Also, the

IRS does not request personal detailed information through email or ask

taxpayers for the PIN numbers, passwords, or similar secret access

information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS,

forward this message to phishing@irs.gov. You may also report misuse

of the IRS name, logo, or other IRS property to the Treasury Inspector

General for Tax Administration (TIGTA) at 1-800-366-4484. You can

forward suspicious emails to the Federal Trade Commission at

spam@uce.gov or report them at www.ftc.gov/complaint. You can

contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338).

If you have been the victim of identity theft, see www.IdentityTheft.gov

and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and

how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your

correct TIN to persons (including federal agencies) who are required to

file information returns with the IRS to report interest, dividends, or

certain other income paid to you; mortgage interest you paid; the

acquisition or abandonment of secured property; the cancellation of

debt; or contributions you made to an IRA, Archer MSA, or HSA. The

person collecting this form uses the information on the form to file

information returns with the IRS, reporting the above information.

Routine uses of this information include giving it to the Department of

Justice for civil and criminal litigation and to cities, states, the District of

Columbia, and U.S. commonwealths and possessions for use in

administering their laws. The information also may be disclosed to other

countries under a treaty, to federal and state agencies to enforce civil

and criminal laws, or to federal law enforcement and intelligence

agencies to combat terrorism. You must provide your TIN whether or

not you are required to file a tax return. Under section 3406, payers

must generally withhold a percentage of taxable interest, dividend, and

certain other payments to a payee who does not give a TIN to the payer.

Certain penalties may also apply for providing false or fraudulent

information.

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Wells Fargo Health Advantage Credit Card Program

11 of 35Wells Fargo Retail Services

Bank Information

Provider Name

Please note: It is important to provide a voided check, which displays your businesses’ checking and bank routing numbers.

Pursuant to the Agreement with Wells Fargo Retail Services (“Wells Fargo”), Wells Fargo may credit or debit your businesses’

checking account.

Check one:

o All funding will be going to one account.

o Fundingwillgotodierentaccountsforeachlocation.

(Please complete the Additional Locations page.)

Important Reminders

• If you have an ACH lter on your account, please inform your bank of the following information to ensure you

receive timely deposits. ACH Debit Filters - Wells Fargo WFRETAIL08 & Wells Fargo WFRETAIL09.

• Attach voided check here.

• Your funds will be deposited in this account.

• If you have multiple locations and each location has dierent account information, complete an Additional

Locations page for each location.

ABA Routing Number Account Number

Bank Name

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Wells Fargo Health Advantage Credit Card Program

12 of 35Wells Fargo Retail Services

Additional Locations

Do these locations operate under the same legal name that is listed on the Provider Application?

Yes

If no, please ll out a separate Provider Application and enrollment for each legal entity.

Location 1 Information

Primary Provider DBA (“Doing Business As”) — as it should appear for patients or clients, 25 character limit

Physical Address (no P.O. Boxes) City State ZIP Code

Mailing Address

Same as above

City State ZIP Code

Shipping Address (no P.O. Boxes, for Supplies)

Same as above

City State ZIP Code

Contact Name Position Email Address

Phone Number (no toll-free numbers) Fax Number for Credit Decisions Oce Fax Number

Is the bank account information the same?

Yes

No If No, please attach a voided check and ll out Bank Information below:

ABA Routing Number Account Number Bank Name

Location 2 Information

Primary Provider DBA (“Doing Business As”) — as it should appear for patients or clients, 25 character limit

Physical Address (no P.O. Boxes) City State ZIP Code

Mailing Address

Same as above

City State ZIP Code

Shipping Address (no P.O. Boxes, for Supplies)

Same as above

City State ZIP Code

Contact Name Position Email Address

Phone Number (no toll-free numbers) Fax Number for Credit Decisions Oce Fax Number

Is the bank account information the same?

Yes

No If No, please attach a voided check and ll out Bank Information below:

ABA Routing Number Account Number Bank Name

Location 3 Information

Primary Provider DBA (“Doing Business As”) — as it should appear for patients or clients, 25 character limit

Physical Address (no P.O. Boxes) City State ZIP Code

Mailing Address

Same as above

City State ZIP Code

Shipping Address (no P.O. Boxes, for Supplies)

Same as above

City State ZIP Code

Contact Name Position Email Address

Phone Number (no toll-free numbers) Fax Number for Credit Decisions Oce Fax Number

Is the bank account information the same?

Yes

No If No, please attach a voided check and ll out Bank Information below:

ABA Routing Number Account Number Bank Name

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Wells Fargo Health Advantage Credit Card Program

13 of 35Wells Fargo Retail Services

Extended Product Warranty and Service Agreement

Provider Name

Wells Fargo Retail Services must review any non-manufacturer extended product warranties and/or service agreements which

may be included in any nanced transaction under our Program.

This excludes standard manufacturer warranties

associatedwiththeproductitselforanyin-housewarrantiesoeredbyyourbusiness.

Refer to the Agreement and Instructions and Procedures for additional information regarding oering extended product

warranties and service agreements in connection with our Program.

Does your business oer extended product warranties and/or service agreements, with a separate cost, that you intend to include

in any nanced transaction under Wells Fargo Retail Services’ Credit Card Program?

Yes

If yes, please provide the following information regarding every extended product warranty and/or service agreement, with a

separate cost, you sell and which may be included in any nanced transaction under the Program.

Extended Product Warranty/Service Agreement

Warranty/Agreement Name

Description and term(s) of coverage

What Product(s) or service(s) are covered

Coverage

Provided by

Address City State ZIP Code

Website/URL

Extended Product Warranty/Service Agreement

Warranty/Agreement Name

Description and term(s) of coverage

What Product(s) or service(s) are covered

Coverage

Provided by

Address City State ZIP Code

Website/URL

For additional extended product warranty/service agreements, please provide the above information on an additional page and

submit with your Enrollment Package. You must include your Business Legal Name on each page.

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Wells Fargo Health Advantage Credit Card Program

14 of 35Wells Fargo Retail Services

Training Information

Provider Name

As a new Provider on the Wells Fargo Health Advantage Credit Card Program, it is important that you designate a primary

training contact. This individual will be responsible for:

• Attending a live training with a professional training consultant

• Training current and new employees within your business, especially those who will be oering nancing

• Completing an annual required training to certify your understanding of the nancing program

• Performing ongoing training with your sta in the event of updates or changes to the nance program

Primary Training Contact Details:

Name Position/Title

Phone Number Email Address

If this individual changes during your program participation, please contact our team so we can ensure we are sending all future

training correspondence to the correct individual.

Information Security

As outlined in the Information Security Section of the Agreement, you will not retain in any format, electronic or otherwise, any

Cardholder Account Information beyond what is required under the Agreement for retaining Invoices and Consumer Credit Card

Account Applications.

Cardholder Account Information includes the following applicant/co-applicant data elements from the Consumer Credit Card

Account Application:

• Social Security Number

• Date of Birth

• Income

• Account Number

By signing the Wells Fargo Retail Services Healthcare Provider Agreement Application, you are acknowledging and agreeing to this

requirement.

Check this box if you have questions regarding this requirement and would like a member of the Wells Fargo Retail Services

team to contact you to discuss this further.

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Wells Fargo Health Advantage Credit Card Program

15 of 35Wells Fargo Retail Services

Wells Fargo Credit Connect

Request for Paperless Processing

Provider Name

Wells Fargo oers a paperless processing method for Consumer Credit Card Account Applications (“Credit Applications”) and

Invoices called Wells Fargo Credit Connect (“WFCC”).

Choose one option below:

YES – Enroll my business in Wells Fargo Credit Connect for Credit Applications and Invoice submittals. Please read the

Instructions & Procedures provided below.

NO – Do not enroll my business in Wells Fargo Credit Connect.

Instructions & Procedures

• WFCC is expressly prohibited on consumer customer-owned computing devices.

• You are responsible for providing each of your Retail Locations with the necessary equipment and Internet connectivity, including

your computing devices (e.g. smartphones, tablets, laptops, desktop computers, etc.), to connect to WFCC.

• You will maintain any computing devices that utilize WFCC in conjunction with our security and rewall requirements for

submitting Credit Applications and Invoices to us, as well as any other security requirements we may require with respect to

computing software or mobile applications generally, and that we may communicate to you from time to time.

• To use WFCC, your consumer customers must consent to receive disclosures electronically and must provide a valid email address

to receive an electronic copy of the Credit Card Agreement, Privacy Notice, and/or Invoice.

• You acknowledge and agree that your paper-based Credit Application and/or Invoice process will be used in instances where: your

consumer customer does not consent to receive disclosures electronically; your consumer customer does not have or does not wish

to provide a valid email address; your consumer customer is not comfortable using your computing device(s); or where you do not

have secure internet access.

• WFCC may be temporarily unavailable from time to time, without notice, for reasons which may include, but not be limited

to, system changes, hardware or software updates, or power outages. In addition, we may, in our sole discretion, permanently

terminate the availability of WFCC at any time in the event we determine that WFCC is being utilized in a manner contrary to our

Instructions and Procedures and/or your program agreement with us.

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Wells Fargo Health Advantage Credit Card Program

16 of 35Wells Fargo Retail Services

Table of Contents for the Instructions and Procedures

The table below provides a description of each section contained within the Instructions and Procedures document which is

referenced throughout the Agreement. You may access the full Instructions and Procedures document at the following link:

http://retailservices.wellsfargo.com/instructions.pdf. This document provides an overview of two specic sections contained in the

Instructions and Procedures document.

Section 29 of the Instructions and Procedures document describes our requirements for conducting transactions in languages other

than English. It is imperative that consumers receive all material terms and conditions of both our nancing Program and of any

sales transactions in the same language as is principally used to discuss, present, negotiate, or advertise the material terms of the

transaction. At this time, we provide Credit Card Agreements and Privacy Notices in English. However, for Providers located in

California, our Credit Card Agreement also contains Interpreter Disclosures for California consumers who have discussed sales

transactions and Card terms and conditions with Providers in Spanish, Chinese, Korean, Vietnamese, or Tagalog. If a California

consumer has a qualied interpreter, these ve languages may be used by a Provider located in California who is transacting with a

California consumer in connection with our Program.

Section 33 of the Instructions and Procedures document describes our requirements relative to the Americans with Disabilities Act

(ADA). Wells Fargo is committed to ensuring equal access to its Products and services for individuals protected under the ADA.

Under the ADA, persons with disabilities are required to be given services and accommodations in the most integrated setting

appropriate to their individual needs. Participating Providers must have the ability to abide by the ADA requirements.

Section Title

1. Definitions

2. Fair and Responsible Lending Principles

2.1. Use of Program and Compliance

3. Training

4. Advertising Credit

5. Offering Credit

6. New Cardholder Accounts (taking a Consumer Credit

Card Account Application)

7. Processing Consumer Credit Card Account Applications

for New Cardholder Accounts

8. Receiving the Credit Decision and Communicating to the

Applicant(s)

9. Requesting a Credit Limit Increase

10. Obtaining an Authorization for a Purchase

11. Canceling an Authorization for a Purchase

12. Completing an Invoice

13. Presenting an Invoice for Processing

14. Presenting a Credit on an Account

15. Mailing in Written Consumer Credit Card Account

Applications and Important Terms of Your Credit Card

Account Forms to Wells Fargo for Retention

16. Sending Documentation to Wells Fargo Upon Request

17. Retention of Program Materials

18. Destruction of Invoices and Credit Memos

18.1. Third Party/Subcontractor Requirements

19. Information Security

20. Passing Along the Costs of Financing

Section Title

21. Sales Practices

22. Extended Product Warranties and Service Agreements

23. Cardholder Payments

24. Audits/Examinations of Books and Records

25. Notifying Us of Changes in Your Legal Name, Taxpayer

Identification Number, Legal Ownership, Legal Entity

Status, Number of Store Locations, Product Offerings,

etc.

26. Funding for Transactions

27. Wells Fargo’s Right to Reject or Revoke Acceptance of an

Invoice

28. Cardholder Complaints and Billing Disputes

29. Conducting Transactions in Languages other than

English

30. Fraud

31. Power of Attorney

32. Internal Revenue Service 1099-K Reporting

33. Americans with Disabilities Act — Effective

Communication for Individuals with Disabilities

34. Collection of Personal/Identification Information when

Accepting a Card

35. Sharing Cardholder Information for Marketing Purposes

36. Consumer Credit Card Account Applications and

Transactions Over the Telephone

37. Internet Shopping Cart Transactions

38. Kiosk

39. Email Distribution of the Program Materials

Exhibit A

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Section Title

1. RECITALS ........................... 18

2. IDENTIFICATION OF PARTIES ........ 18

3. IDENTIFICATION OF CARD ........... 18

4. DEFINITIONS ........................ 18

5. INFORMATION SECURITY .............19

6. PROGRAM REQUIREMENTS .......... 20

(a) Financial Statements and Credit Reports

(b) Documentation, Examinations and Audits

(d) Retail Locations and Sales Information

(e) Approval of Advertising and other Aspects of

Program

(f) Honoring Cards

(g) Credit Programs Oered

(h) Extended Product Warranties and Service

Agreements

(i) Third Party/Subcontractor Requirements

(j) Background of Employees/Agents

(k) Indemnication

(l) Limitation of Consequential Damages

(m) Wells Fargo Digital Security

(n) Equipment and Connections

(o) Digital and Other Data Collection

7. PROGRAM PROCESSES

(CONSUMER CREDIT CARD ACCOUNT

APPLICATIONS AND INVOICES) ....... 25

(a) Processing Consumer Credit Card Account

Applications and Transactions

(b) New Consumer Customer Accounts

(d) Purchases without Card

(e) Presentment of Invoices

(f) Refunds and Exchanges

(g) Collections

8. PAYMENTS UNDER THE PROGRAM ... 29

(a) Payment by Us

(b) Payment by You

(ACH Credits) and Direct Debits (ACH Debits)

(d) Right to Reject or Revoke Acceptance

(e) Suspension of Processing

(f) Reserve

(g) Dealer Advanced Funding

Section Title

9. REPRESENTATIONS AND

WARRANTIES ....................... 30

10. TERM AND TERMINATION ........... 33

(a) Term

(b) Eect of Termination

11. USE OF MARKS ...................... 33

12. NOT A BUSINESS ASSOCIATE ......... 34

13. OTHER PROVISIONS ................. 34

(a) Survival Clause

(b) Assignment

(d) Delay in Enforcement

(e) Not Agency or Partnership

(f) Notices

(g) Cardholder Complaints and Billing Disputes

(h) Modications

(i) Your Obligations Unaected

(j) Actions of Employees

(k) Severability

(l) Account Administration

(m) Title of Program

(n) Governing Law

(o) FCRA Notication Requirement

(p) Facsimiles

(q) No Third-Party Rights

(r) Cash Advance Feature

(s) Binding Eect

(t) Force Majeure

(u) Entire Agreement

WELLS FARGO RETAIL SERVICES HEALTHCARE PROVIDER AGREEMENT

WELLS FARGO HEALTH ADVANTAGE

Table of Contents

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WELLS FARGO RETAIL SERVICES HEALTHCARE PROVIDER AGREEMENT

WELLS FARGO HEALTH ADVANTAGE

Recitals

(a) Wells Fargo Bank, N.A. issues consumer credit cards under the Program, and Wells Fargo Retail Services, a division of

Wells Fargo Bank, N.A., administers the Program.

(b) You desire to provide your consumer patients or clients with a convenient nancing vehicle to pay for Products and related

services via their use of Cards.

(d) You desire to enter into this Agreement for the purpose of arranging nancing of your consumer patients’ or clients’ purchase

of Products.

Agreement

1. RECITALS. The Recitals set forth above are true and correct, are incorporated into this Agreement by reference, and constitutes

an integral part of the Agreement.

2. IDENTIFICATION OF PARTIES. This Wells Fargo Retail Services Healthcare Provider Agreement (the “Agreement”) is

made by and between Wells Fargo Bank, N.A. located at 101 North Phillips Avenue, Sioux Falls, South Dakota, 57104 (referred

to as “we,” “us,” “our,” or “Wells Fargo”) and the Dealer (“you,” “your,” “Provider” or “Dealer”) which has signed

a Wells Fargo Retail Services Healthcare Provider Agreement Application or a Wells Fargo Retail Services Healthcare Provider

Agreement Consent Form (each referred to as the “Application”). This Agreement is eective upon our nal approval of your

Application. This Agreement supersedes all prior agreements, representations, promises and statements, written or oral, made

in connection with the subject matter of this Agreement, except any certications, representations or warranties made in the

Application, and no prior agreement, representation, promise or statement not written in this Agreement or in the Application

will be binding on the parties. You agree to begin utilizing this Program upon receipt of the necessary supplies and Instructions

and Procedures, as determined by us in our sole discretion, on how to:

(a) process credit applications;

(b) obtain credit authorizations on Invoices; and

3. IDENTIFICATION OF CARD. The name of the Card, which may change upon notice to you, will be the credit card indicated

on the Application. The Cards will be credit cards which can be used at participating Retail Locations and at any place where

the Cards are accepted. The Cards and their accompanying Credit Card Agreements will be governed by the laws of the State of

South Dakota.

4. DEFINITIONS.

(a) “Account” is dened as a Cardholder’s credit card account owned by us that the Cardholder can use for purchasing

Products from you.

(b) “Account Number” is dened as a unique identication number assigned by us to an Account issued to a Cardholder.

(c) “Administrative Fee” is dened as any fee charged by us for participating in the Program, certain services rendered in

connection with the Program that is set forth in writing from time to time, or both.

(d) “Card” is dened as a card with an Account Number issued to a Cardholder for use in connection with the Program.

(e) “Cardholder” is dened as a consumer patient or client(s) that has applied for and has been approved for an Account.

(f) “Cardholder Account Information” is dened as any personal information about any applicant or co-applicant or any

Cardholder received in connection with an Account or potential Account including that information found in, on, or with a

Consumer Credit Card Account Application for or through Card use, or is obtained from us, including but not limited to, the

applicant and co-applicant’s name, address, Social Security number, date of birth, income information, Account Number,

Account limits and Account balances and Account activity.

(g) “Credit Card Agreement” is dened as a written agreement between us and the Cardholder containing terms and

conditions that govern the Account. Any changes to the Credit Card Agreement will be solely made by Wells Fargo.

(h) “Consumer Credit Card Account Application” is dened as an application for an Account for nancing under the

Program, in either written or electronic format, which may include but not be limited to any documents relating to a Consumer

Credit Card Account Application that we may require you to print through the IPS (as dened in subparagraph 7(a)(ii) of

this Agreement), that upon completion of and presentment to us represents such consumer patient’s or client’s desire to

open an Account and their consent to undergo nancial review. Such Consumer Credit Card Account Application includes

all documents containing the terms, conditions, and disclosures governing such applications as provided for by Law, and is

owned and governed by us. Any changes to the Consumer Credit Card Account Application will be solely made by Wells Fargo.

(i) “Credit Memo” is dened as evidence of a credit given for the cancellation or the return of Products, or both, regarding a

previously presented Invoice, in paper or electronic form, or any other such adjustment or credit by you to an Account.

(j) “Initial Disclosures” are dened as a disclosure or set of disclosures that you will provide each Cardholder at the opening

of an Account in a manner and method determined by us in accordance with our Instructions and Procedures. Such Initial

Disclosures must include, without limitation, the Truth in Lending disclosures and any other disclosures as determined by

us in accordance with all applicable Law.

(k) “Instructions and Procedures” is dened as any instructions or procedures that we communicate to you and update

from time to time.

(l) “Invoice” is dened as evidence of a Card sale in paper or electronic form for Products purchased from you and includes

any and all other documents referred to in the Invoice.

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(m) “Law” or “Laws” is/are dened as all United States federal, state and local laws, regulations, rules, and ordinances,

including but not limited to, the Fair Credit Reporting Act, the Truth in Lending Act, all applicable fair lending laws and

regulations, the Federal Equal Credit Opportunity Act, as amended, and Section 5 of the Federal Trade Commission Act

(FTC Act) – Unfair, Deceptive and Abusive Acts and Practices Regulation – and all state law counterparts of such, and all

applicable regulations promulgated under these laws.

(n) “Products” are dened as any good, service, or merchandise that you oer, sell, or provide that has not otherwise been

prohibited under this Agreement or that requires our prior approval as may be noted hereunder.

(o) “Program” is dened as the Card program that is contemplated by this Agreement for the purpose of arranging nancing

of your consumer patients’ or clients’ purchases.

(p) “Retail Location” is dened as an oce location where consumer patients or clients make purchases from you while

physically in the oce.

(q) “WellsFargoCondentialInformation” is dened as: (A) Cardholder Account Information governed by subparagraph

5(a); and (B) Wells Fargo’s Condential Information it provides to you, including without limitation, information about its

systems, business practices, and any other information regarding it or its practices as governed by subparagraph 5(b) of this

Agreement.

5. INFORMATION SECURITY.

(a) You agree not to disclose Cardholder Account Information, including any nonpublic personal information as dened in the

Gramm-Leach Bliley Act of 1999, title V, and its implementing regulations to:

(i) any third party, including, but not limited to, a third-party service provider that you may use to store or backup your

business or consumer data/information (e.g. cloud computing services); or

(ii) any employee of yours who does not have a business need to know such information. Further, you agree that you will

not retain, in any format, electronic or otherwise, any Cardholder Account Information beyond what is required of you

under this Agreement for retaining Invoices and Consumer Credit Card Account Applications.

(iii) further, for the purposes of clarity, you will not retain in any electronic format, any information gathered in connection

with any Consumer Credit Card Account Application, including without limitation: Account Number, Social Security

number, date of birth, or income without our prior written consent.

(b) You agree to treat all other information (whether written or oral) which is furnished (whether before or after the date hereof)

by us or our directors, ocers, employees, aliates or representatives to you or your representatives and all analyses,

compilations, forecasts, studies or other documents or information prepared by us or on our behalf, in connection with

this Agreement including, but not limited to, discount rates and any other pricing information as well as processes and

passwords for any Internet sites or other technology, condentially, and not to disclose any information to any:

(i) third party, except as may be provided for in subparagraph 6(i) below; or

(ii) employee of yours who does not have a business need to know such information without our prior written consent. You

acknowledge that the information described in subparagraph 5(b) constitutes our proprietary information and trade

secrets and that monetary damages alone may be insucient to protect and compensate us for wrongful disclosure of

such information.

(c) You agree that you will not use or disclose the information described in subparagraphs 5(a) and 5(b) other than to carry

out the purposes for which we disclosed the information. You agree that you will obtain our prior written consent before

allowing any non-permanent employee of yours (such as a temporary employee or vendor) access to our Cardholder

Account Information even if such access is for purposes of this Agreement. You agree to take appropriate security measures

to protect any information described in subparagraphs 5(a) and 5(b) above against accidental or unlawful destruction,

anticipated threats or hazards, and unauthorized access, use, tampering, and copying during storage in your computing or

paper environment. You agree to follow our Instructions and Procedures regarding your retention, storage, and eventual

destruction of any information described in subparagraphs 5(a) and 5(b) above. In the event you discover or suspect any

information described in subparagraphs 5(a) and 5(b) above has been disclosed to or accessed by a third party, you will

immediately notify us of the disclosure to a third party and you will assist us in investigating the unauthorized disclosure to

determine the magnitude and impact of such disclosure. We are, accordingly, entitled to equitable relief, including, but not

limited to, injunctive relief, in addition to any other remedies to which we may be entitled, to enforce the provisions of this

paragraph 5.

(d) You will promptly notify us of any unauthorized access and take appropriate action to prevent further unauthorized access

while information is in your possession or while it is in transit to us. You will cooperate with us, and will pay all related

expenses, provide any notices and information regarding such unauthorized access to appropriate law enforcement

agencies and government regulatory authorities, and aected consumer patients or clients which we in our sole discretion

deem necessary. At your expense and in consultation with us, you will provide such aected consumer patients or clients

with access to credit monitoring services, credit protection services, credit fraud alerts, or similar services which we in our

sole discretion deem necessary to protect such aected consumer patients or clients.

(e) Disclosure.

(i) If you are compelled by Law or judicial order to disclose any information provided by us as described in this paragraph

5, you will provide us with prior notice of such compelled disclosure, unless such prior notice is prohibited by Law or

not reasonably possible under the circumstances. If you are not able to provide us with prior notice of such compelled

disclosure, you will provide us with notice of such compelled disclosure as soon as such notice is reasonably possible.

In each such instance, you will provide us with reasonable assistance (at our cost) if we wish to contest the disclosure.

(ii) Further, in the event of any legal process or government action, which may include but is not limited to, breach,

bankruptcy, or administrative or regulatory action, you are precluded from voluntarily producing this Agreement,

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any and all attachments to this Agreement and any Program materials that may contain our proprietary business

information, trade secrets, or otherwise sensitive information, unless required to disclose such documents and

materials by a judicial order, provided, however, you will provide us with reasonable notice in order to attempt to

quash such judicial order, to seek an appropriate protective order, or both.

(iii) Additionally, you agree that if a federal bank regulator or other regulatory agency or authority, requests that we

disclose any information you have provided to us to it or to another federal bank regulator, agency or authority in

connection with its supervisory activities, we may disclose such information to such entity without notice to you.

6. PROGRAM REQUIREMENTS.

(a) FINANCIAL STATEMENTS AND CREDIT REPORTS. You authorize us to obtain credit reports on your business and

to obtain credit reports individually upon any combination of the principals, partners, or owners who have signed the

Application, and therefore this Agreement, for the purpose of qualifying your business for participation in the Program

which is covered by this Agreement and for evaluating your business for continued participation in the Program. You

understand that you are authorizing us to obtain credit reports and instructing any consumer reporting agency to provide

such report now and in the future for the purpose of evaluating your business for future retention and participation in the

Program. You also understand that upon request you may be required at any time to provide a copy of your businesses’ most

recent nancial statements, including your balance sheets, statements of income and retained earnings, cash ows and any

accompanying notes, in reasonable detail and prepared in accordance with generally accepted accounting principles.

(b) DOCUMENTATION, EXAMINATIONS AND AUDITS.

(i) PROGRAM DOCUMENTATION. You are required to maintain certain Program Documentation in connection with

this Program. For the purposes of this Agreement, “Program Documentation” must include, without limitation, all

Invoices and documents used with such Invoices, your books and records relating to such Invoices, Credit Memos

and Consumer Credit Card Account Applications, in addition to any and all documents used in connection with such,

whether in electronic or printed form.

(A) Consumer Credit Card Account Applications. You will deliver to us the original, physical Consumer Credit

Card Account Application portion of the Credit Card Agreement (including Consumer Credit Card Account

Applications that are declined by us) within fteen (15) days of the submission of such Consumer Credit Card

Account Application to Wells Fargo and in accordance with this Agreement and our Instructions and Procedures.

The Consumer Credit Card Account Application portion of the Credit Card Agreement contains Cardholder

Account Information and the Cardholder’s signature. In the event we request that you retain the Consumer

Credit Card Account Application, you will maintain such Program Documentation as set forth in subparagraph

6(b)(i)(C) below. Additionally, at any time during the term of this Agreement, we may redesign the Consumer

Credit Card Account Application and Credit Card Agreement, individually or jointly, as we deem necessary or

appropriate, and we may update our Instructions and Procedures regarding the retention, storage, and transmittal

of Consumer Credit Card Account Applications. Any such redesigns or updates will go into eect upon our notice

to you of such changes. If such changes are not required by Law or a regulatory body, we will attempt to provide

you with at least thirty (30) days advanced notice.

(B) Invoices. If an Invoice is presented physically, you will also deliver to us a copy of any document referred to in

the Invoice. If an Invoice is presented electronically, or via facsimile, you will retain the original, physical Invoice

and the original of any document referred to in the Invoice in a secure and orderly manner in accordance with

subparagraph 6(b)(i)(C) below.

or required to maintain in connection with this Agreement, you agree: (1) to keep all Program Documentation

in a secure manner and to protect the condentiality of the Program Documentation as governed by paragraph

5 of this Agreement; (2) to retain the original Program Documentation in a secure and orderly manner in

accordance with our Instructions and Procedures for seven years (or such other time period we notify you of)

from the original date of the Program Documentation. After such seven year period (or such other time period

that we notify you of), you will destroy the Program Documentation in accordance with our Instructions and

Procedures and in a manner that renders the data contained in the Program Documentation unreadable and

unidentiable, unless you are notied by us or a third party that such Program Documentation is subject to a

records preservation order (“RPO”) issued by a court of competent jurisdiction or by a federal or state regulatory

body with the power to require the preservation of such Program Documentation. You will continue to retain

the Program Documentation subject to an RPO in a secure and orderly manner until such time as the RPO

is terminated at which time you will destroy the Program Documentation in accordance with our Instructions

and Procedures and in a manner that renders the data unreadable and unidentiable; and (3) we may conduct

regular audits of the Program Documentation retained by you.

(D) Submission of Documentation upon our request. If we request any Consumer Credit Card Account Application,

Invoice (including any document referred to in the Invoice), Credit Memo or any other document evidencing a

Consumer Credit Card Account Application, Invoice or transaction presented to us, you will deliver it to us in a

manner and time period as communicated by us to you and in accordance with our Instructions and Procedures.

(ii) EXAMINATION AND AUDITS. You agree that upon our request you will provide such Program Documentation as we

may request from time to time, in a form and manner approved by us and agreed to by the parties and compliant with

Wells Fargo’s information security requirements, for the purpose of Program oversight and ongoing risk management.

Further, we reserve the right to conduct regular onsite audits of any Program Documentation at any location of yours

where such Program Documentation is retained to determine that all the requirements of this Agreement are met.

Any such audits will be conducted during your regular business hours as often as we believe is necessary with twenty-

four (24) hours notice from us to you.

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(iii) POLICIES AND PROCEDURES. You agree that we may periodically examine, solely for our purposes only, those

policies, procedures, internal controls, and training materials of yours relating to your oering this Program to your

consumer patients or clients to ensure compliance with our Instructions and Procedures and with the provisions

of all Laws as described in subparagraph 9(b)(ii) below with respect to (without limitation) advertising, marketing,

sourcing of consumers, sales practices, and the controls in place to ensure the security of your information systems.

that are applicable to our Program. You play an integral role in helping us ensure our compliance with all regulatory

requirements due to your interactions with the consumer. In connection with your role, you acknowledge and agree that:

(i) you are responsible for complying with the provisions of all Laws as described in subparagraph 9(b)(ii) below or

otherwise may be set forth in this Agreement;

(ii) you are responsible for complying with all requirements of this Agreement and the Instructions and Procedures for

the Program that we communicate to you and update from time to time;

(iii) you will collaborate with us on all training required by us in connection with the Program, to be completed in the

time frame indicated by us, and designate the necessary and appropriate employees of yours at the appropriate level

and departments within your business (e.g. oce manager, nance manager, marketing/advertising manager) to

attend all required training related to their role and responsibilities in connection with the Program. Such employees

will be responsible for disseminating the requirements of such training to all employees within your business who

may be involved with the subject matter of the training, such as employees who accept any Consumer Credit Card

Account Application, Invoice or transaction that may be processed under our Program, so that your employees will

be equipped to accurately and completely follow all of the requirements for providing nancing under the Program.

If such employees leave your employment or change roles within your business, you will promptly notify us within

ten (10) days of the employee’s departure and designate a replacement employee or employees to assume this role for

your business and ensure that person or those persons complete all required training; and

(iv) we may request a report on any and all trainings held in connection with the Program and you will provide us with

such report within ve (5) business days we request such information. Such report may include information such as

the total number of employees trained, the total number of employees involved with the Program, their company

titles, training date, and the frequency of training and methods by which they were trained; and

(v) in the event you create and maintain independent and ongoing educational programs designed to educate and train

your employees on the requirements for oering nancing to your consumer patients or clients and with the purpose

of educating your employees about the laws that aect your business, your industry and address the oering of

nancing, then such training programs will be reviewed and approved by us and such approval will be for our benet

only and may not be relied upon for any purpose. Additionally, you agree that in the event we determine, in our sole

discretion, that your independent training program does not meet our requirements, you agree to work with us, in

good faith, to address any deciencies and update any such training programs.

(vi) In the event you fail to comply with the training and compliance standards set forth in this subparagraph 6(c), we have

the option to terminate this Agreement by providing you written notice of our decision to terminate.

(d) RETAIL LOCATIONS AND SALES INFORMATION.

(i) You will provide us with a list of all your Retail Locations upon execution of this Agreement, including the physical

address, telephone number, facsimile number, and manager’s name.

(ii) You will provide us with an updated Retail Location list upon the closing of any Retail Locations or with thirty (30)

days prior notice of any new Retail Location openings.

(iii) In the event you conduct a “going out of business” or “sold as is” sale at any Retail Location, you will provide us with

thirty (30) days prior written notice and you will not process Consumer Credit Card Account Applications or further

sales transactions on Cards without our prior express written approval. Further, upon such notice by you, we reserve

the right, in our sole discretion, to terminate this Agreement.

(iv) Upon our request, you will provide us with sales gures for each Retail Location on a monthly or other periodic basis.

(e) APPROVAL OF ADVERTISING AND OTHER ASPECTS OF PROGRAM.

(i) We reserve the right, in our sole discretion to approve or disapprove all aspects of this Program including, but not

limited to, advertising, promotional material, credit terms and credit features, and including any changes to the

Program, whether in hard copy, on television, on the radio, on the internet or in any other electronic form. Such

approval is for our benet only, you may not rely on such approval for any purpose. You will give us a minimum of ten

(10) business days to review any such requests for approval.

(ii) Additionally, you acknowledge and agree that in no event will you utilize Online Behavioral Advertising methods to

advertise nancing via the Internet, including any advertising for this Program and any other third-party nancing

program you may use. For purposes of this Agreement, “Online Behavioral Advertising” is dened as the tracking of a

consumer’s online activities over time– including the searches the consumer has conducted, the webpages visited, and

the content viewed – to deliver advertising targeted to the individual consumer’s interests. This denition includes:

(A) “rst party” advertising, where no data is shared with third parties, or contextual advertising, where an ad is based

on a single visit to a webpage or single search query; and (B) “retargeting,” in which the activity of visiting one website

is used to deliver an ad on a third-party site. This restriction on Online Behavioral Advertising is not intended to

restrict the advertising of your Products, provided that such Online Behavioral Advertising of your Products in no way

attaches to or otherwise operates to include advertising for nancing.

(f) HONORING CARDS. You agree that you will honor without discrimination any valid Card when properly presented as

payment from Cardholders for purchases, and will maintain a policy that does not discriminate among consumer patients

or clients seeking to apply for the purpose of making purchases through the use of a Card. You will promote the Program

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covered by this Agreement to encourage consumer patients or clients who do not have an Account to apply for one and to

encourage Cardholders who have an Account to use it to purchase Products from you.

(g) CREDIT PROGRAMS OFFERED. You agree that you will not present any Consumer Credit Card Account Applications

to us that have been submitted to another lender. All Consumer Credit Card Account Applications must be in a form and

manner provided or approved by us. You will not use our Consumer Credit Card Account Application form, our disclosures,

our Cardholder Account Information, or any combination thereof with any other lender.

(h) EXTENDED PRODUCT WARRANTIES AND SERVICE AGREEMENTS

You will comply with the requirements of this subparagraph 6(h) and you expressly will not oer extended product

warranties and service agreements underwritten by you or an Aliate of yours in conjunction with purchases made by

Cardholders without our prior written approval. Additionally, you will provide us with information regarding other third-

party extended product warranties and service agreements that are nanced in connection with our Program as follows:

(i) You may not oer extended product warranties and service agreements underwritten by you or an Aliate of yours,

in conjunction with purchases made by Cardholders without our prior written approval. Such approval is for our

benet only, and we reserve the right to withdraw our approval at any time and in our sole discretion. You may not

rely on such approval for any purpose. You will provide us with a copy of any extended warranty for which you are

seeking approval. No prior approval will be required for any extended product warranty or service agreement, which

is underwritten by your business.

(ii) For all third-party extended product warranties and service agreements that are nanced in connection with our

Program, you agree to proactively provide us with the information outlined in the Instructions and Procedures and in

the time frame and manner described in the Instructions and Procedures.

(iii) In connection with the Program, you agree to oer and nance only extended product warranties and service

agreements which have been identied by you under this subparagraph 6(h) and accompanying Instructions and

Procedures and which are related to the Products you nance under the Program; and

(iv) For purposes of this subparagraph 6(h) and for paragraph 9 below only, an “Aliate” of yours, is a person or entity

that directly, or indirectly, controls, or is controlled by, or is under common control with you. For purposes of this

denition of Aliate, “control” means the possession, direct or indirect, of the power to direct or cause the direction

of the management and policies of a person or entity, whether through the ownership of voting shares, by contract, or

otherwise.

(i) THIRD PARTY/SUBCONTRACTOR REQUIREMENTS. You will not utilize any third parties, contractors, or subcontractors

(hereinafter “Third Party”) in connection with the Program without Wells Fargo’s prior written consent. In the event

Wells Fargo consents to your use of a Third Party in connection with the Program, you acknowledge and agree to all of the

following requirements:

(i) You will ensure you have a written contract in place requiring the Third Party to comply with all applicable terms of

the Agreement between you and us with regard to the goods or services the Third Party provides.

(ii) You will ensure your contract with the Third Party describes the scope of goods and services to be provided, the

applicable service level agreements which must be met, and the Third Party’s role in helping you comply with the

terms of this Agreement.

(iii) You will ensure you have all necessary contractual obligations, monitoring and oversight activities in place with regard

to any Third Parties who have access to Wells Fargo’s Condential Information, including technology professionals

with access to production or data storage systems. These contractual obligations and oversight activities with Third

Parties must be designed to ensure your full compliance with the terms of the Agreement including but not limited to:

business continuity planning, information security, condentiality, digital security, and third party oversight, system

access.

(iv) You will ensure you have a termination process in place in the event your relationship with the Third Party is terminated

for any reason. The termination process should address the return or destruction of Wells Fargo’s Condential

Information, and the removal of any access to Wells Fargo’s Condential Information.

(j) BACKGROUND OF EMPLOYEES/AGENTS. The parties acknowledge and agree that applicable Law and regulatory

guidance obligates Wells Fargo to ensure that no person who has been convicted of any criminal oense involving

dishonesty, a breach of trust, or money laundering, or who has participated in a pre-trial diversion with respect to such

an oense, or who has been convicted of a felony within the last ten (10) years, participates (directly or indirectly) in the

provision of services in connection with the Program that: (a) require access to Cardholder Account Information; or (b) that

relate to Wells Fargo’s computer networks, information systems, databases or secure facilities under circumstances that

would permit access to such systems. As it relates to this Agreement, Cardholder Account Information and Wells Fargo’s

Condential Information, you agree that you will take all commercially reasonable measures to ensure full compliance

with this Agreement, including without limitation, through the performance of any necessary background checks, and we

reserve the right to request written conrmation of your compliance with this subparagraph 6(j) at any time. Wells Fargo

may perform its own checks, at its sole discretion and for its sole purposes, at any time without notice to you. Failure to

comply with any portion of this subparagraph 6(j) may result in immediate termination of this Agreement.

(k) INDEMNIFICATION. Dealer agrees to indemnify and hold harmless Wells Fargo, its Aliates, and their respective

employees, ocers, directors and agents, from and against any and all Losses to the extent such Losses arise out of, are

connected with, or result from:

(i) any breach by Dealer of any of the terms, covenants, or other provisions contained in this Agreement (including the

Instructions and Procedures);

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(ii) any representation or warranty made to Wells Fargo which proves to have been untrue or incorrect in any material

respect as of the date made by Dealer in this Agreement, in the Application, or in any other instrument or document

delivered by Dealer when made or deemed made hereunder;

(iii) any transaction, contract, understanding, promise, representation, or any other relationship, actual, asserted, or

alleged, between Dealer and any Cardholder, as the case may be;

(iv) any Products or services, the purchase of which was nanced under the Program (including, without limitation, any

product liability or warranty claims relating thereto);

(v) any act or omission, where there was a duty to act, by Dealer or its employees, ocers, directors or agents including

without limitation, the failure of Dealer to comply with any Laws applicable to the Program, or those applicable to the

Dealer;

(vi) any advertisements, solicitations or other promotions of the Program or of Products to the extent prepared by or on

behalf of Dealer;

(vii) Wells Fargo’s lawful rejection for credit of one or more applicants under the Program;

(viii) the charging of any amount to a Card in breach of this Agreement, including without limitation, any fees charged

for the use of the Card, any fraudulent charge on the part of you or any employee of yours or any other charge or

transaction in breach of this Agreement or any Law.

(vix) any amounts Wells Fargo determines, in its sole discretion, needed to refund Cardholders as a result of Dealer failing

to provide the correct version of the following documentation to the Cardholder: Consumer Credit Card Account

Application, Initial Disclosures, Credit Card Agreement, or Invoice disclosure (e.g. special terms disclosure).

If Wells Fargo receives any claim or demand or is subject to any suit or proceeding of which a claim may be made against

Wells Fargo under this subparagraph 6(k), Wells Fargo will, as a condition of being indemnied by the Dealer, give prompt

written notice thereof to the Dealer. However, failure to comply with this subparagraph 6(k) will not relieve Dealer of its

indemnication obligations except to the extent such failure prejudices Dealer. For purposes of this subparagraph 6(k)

“Losses” means any and all losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees

and expenses, reasonable out-of-pocket costs, interest, and penalties), settlements, equitable relief, judgments, damages,

claims, demands, osets, defenses, actions, or proceedings by whomsoever asserted.

(l) LIMITATION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, SPECIAL, INDIRECT,

INCIDENTAL, CONSEQUENTIAL OR COVER DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT,

LOSS OF PERSONAL PROPERTY, OR ANY OTHER SIMILAR DAMAGE OR LOSS.

(m) WELLS FARGO DIGITAL SECURITY.

(i) Compliance With Wells Fargo’s Standards. You and your Personnel, will comply with all of Wells Fargo’s requirements

in relation to the security of the Wells Fargo facilities, computing environments and otherwise, including those

requirements set forth in paragraph 5 of this Agreement entitled “INFORMATION SECURITY” and our Instructions

and Procedures. For purposes of this Agreement, “Personnel” is dened as any of your employees, subcontractors,

vendors or agents. This obligation includes the obligation of your Personnel, wherever located, to comply with the

terms of this Agreement, our Instructions and Procedures, and any Wells Fargo security or information processing

requirements as communicated to you by Wells Fargo. You will ensure such Personnel fully comply with all

requirements set forth in this Agreement and are able to fully perform all requirements set forth herein. Wells Fargo’s

requirements may include, without limitation: (a) administrative, technical, and physical safeguards; (b) specic

requirements set for and communicated in a policy or writing and provided by Wells Fargo to you including those that

may be set forth from time to time in our Instructions and Procedures.

(ii) System/Facilities Access. You acknowledge and agree that Wells Fargo may require further agreements or clearances

in the event you need access to certain Wells Fargo’s systems or facilities. You represent and warrant that your access to

Wells Fargo’s computing environment: (a) will not result in an alteration or the disabling of any hardware or software

security programs residing on Wells Fargo’s hardware or systems, and (b) will not result in your allowing unauthorized

trac to pass through Wells Fargo’s computing environment as a result of your access into Wells Fargo’s networks.

If you allow unauthorized trac to pass into Wells Fargo’s networks, Wells Fargo may immediately terminate this

access and hold you accountable for any damages resulting from such access.

(iii) Data Safeguards. You acknowledge and agree that you have established and will maintain safeguards against the

destruction, loss, alteration of, or unauthorized access to Wells Fargo’s Condential Information in your possession

(“Data Safeguards”). In the event Wells Fargo asks you to make changes to your Data Safeguards, you will implement

the Wells Fargo-requested changes to the Data Safeguards on the schedule mutually agreed upon by you and us.

You agree that any Consumer Credit Card Account Application accessed by a consumer patient or client, except for

Consumer Internet Applications as provide for in subparagraph 7(b)(ii) of this Agreement, may only be accessed at

your Retail Location/s, or such other location as Wells Fargo may agree to in advance and in writing and which must

be signed by us.

(iv) Review of Control Standards:

(a) You may not possess/maintain Wells Fargo’s Condential Information at a non-Wells Fargo site without express

written consent of Wells Fargo, which may be withheld for any reason, provided Wells Fargo hereby consents

to your possession and maintenance of Wells Fargo’s Condential Information relating to the Program in

connection with this Agreement. You agree that you will not maintain Wells Fargo’s Condential Information

in any electronic format and will limit input of Consumer Application information to Wells Fargo’s provided

systems, unless otherwise agreed to in writing by both parties through an amendment to this Agreement.

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(b) You will not route or store Wells Fargo’s Condential Information, including Cardholder

Account Information outside of the United States and you will not, in connection with routing,

managing, or storing Wells Fargo’s Condential Information, utilize the services of any

Personnel that originate or occur outside of the United States without the express written

approval provided by our executive team in advance of any such use or routing, which may be

withheld for any reason.

(v) Risk Assessments.

(a) Audits. Wells Fargo reserves the right to conduct risk assessments, site audits, or other evaluations of the operations

of Personnel for the purpose of ensuring a secure digital environment at any time, the nature of which and time

frame of to be set forth in writing to you from time to time (“Compliance Assessments”), as determined by it in

its sole discretion, and you agree that you and your Personnel will comply with such Compliance Assessments.

All Compliance Assessments will be done using Wells Fargo’s information security standards as the basis of

evaluation and such Compliance Assessments may require site audits, or other risk evaluations of your systems

or the systems of your Personnel.

(b) Audits and Your Personnel. Personnel will cooperate in providing to Wells Fargo or its auditors (including

any federal or regulatory auditors with jurisdiction over Wells Fargo’s operations, specically, the Oce of the

Comptroller of the Currency (“OCC”)) any information reasonably requested by Wells Fargo or its auditors that

is necessary or required for the verication of any element of any product or service used in connection with the

Program by Personnel under this Agreement in accordance with the Law and the terms and conditions of this

Agreement, provided that (1) such audits by Wells Fargo may only occur during normal business hours at the

locations where Personnel perform any tasks relating to products or any service used in connection with the

Program or retain records containing Wells Fargo’s Condential Information, and only after providing notice to

you (not less than twenty-four hours notice), (2) such inspections will be conducted in a manner that is designed

to minimize any adverse impact on normal business operations, (3) Wells Fargo will comply with all standard

safety and security procedures of Personnel in conducting any such audits, and (4) any information accessed

by Wells Fargo or its auditors in the performance of any such audit will be deemed to be your condential

information; however, the results of the audit are the property of Wells Fargo, or the auditor, as applicable.

impact your ability to perform under the terms and conditions of this Agreement, including a risk to Cardholder

Account Information, Wells Fargo’s ability to comply with the Law or your business continuity capabilities,

Wells Fargo will promptly inform you in writing of such control weakness and reserves the right to immediately

suspend processing until corrected of any Consumer Credit Card Applications, Invoices, or Credit Memos under

the Program that may be compromised by such risk. You will have ten (10) business days to respond to such

written notice, and thirty (30) days to remedy the weakness. Any such remediation must be independently

veried to Wells Fargo’s reasonable satisfaction by you, at your sole cost; this verication may be done by your

own internal audit group if Wells Fargo agrees that such group is independent from the division or Personnel

who provide the products or services used in connection with the Program, or may also be done by a third-party

auditor that is reasonably acceptable to Wells Fargo.

(vi) You will only provide Wells Fargo’s Condential Information to Personnel in accordance with paragraph 5 of this

Agreement. Wells Fargo is an intended third-party beneciary of any agreements entered into between you and

Personnel to comply with paragraph 5 herein, and Wells Fargo has a direct right of action to enforce the terms

and conditions of these agreements. You have established and will maintain commercially reasonable safeguards

against the destruction, loss, alteration of, or unauthorized access to Wells Fargo’s Condential Information in the

possession of Personnel, which safeguards will include policies for the disposal/destruction of any such data that are

commensurate with the sensitivity of the materials to be disposed, in accordance with the terms of this subparagraph

6(m)(vi). You represent and warrant that you will take all steps necessary to ensure fulllment of this obligation and will

take all reasonable measures, including court proceedings, to restrain Personnel from unauthorized disclosure or use

of Wells Fargo’s Condential Information. You acknowledge and agree that Wells Fargo’s Condential Information,

in particular Cardholder Account Information, may, in accordance with Wells Fargo information security policies,

require encryption and/or other information security controls when it is transmitted over a network, or is stored,

processed or managed on equipment belonging to you and Personnel (including portable equipment such as laptops

and other portable devices), whether this equipment is used at a Wells Fargo site or elsewhere, and you agree to

conform to such encryption policies, pursuant to the terms of this subparagraph 6(m).

(n) Equipment and Connections.

(i) Computing Devices. You agree to take all commercially reasonable steps to protect all Computing Devices on which

Wells Fargo’s Condential Information will be collected or stored from cybercrime or any other cyber-threats,

including without limitation viruses, spyware, hacking, or data tampering. “Computing Device” means a desktop

computer, laptop computer, or approved mobile device owned and maintained by you. Consumer patient or client

owned devices are expressly excluded from this denition and must not be used under the Program except for

those Consumer Credit Card Applications that are received by us in compliance with subparagraph 7(b)(ii) of this

Agreement. You will maintain any Computing Device, utilized under the terms of this Agreement, in conjunction with

Wells Fargo’s security and re-wall requirements for transmitting Wells Fargo’s Condential Information including

Cardholder Account Information, as well as any other security requirements Wells Fargo may require with respect to

computing software or mobile applications generally, and that Wells Fargo may communicate to you from time to time.

Further, you agree to maintain all Computing Devices in such a way as to keep each one up to date and to enhance or

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remediate any security features and to maintain them such that all Computing Devices continue to be compatible with

Wells Fargo’s systems, requirements, and policies. If at any time any Wells Fargo owned or leased Computing Devices

or software are used by you in connection with this Agreement, you agree that you have no right, title, or interest in

the Wells Fargo owned or leased Computing Devices or software.

(ii) Virus. You represent and warrant that: (A) the computing environment(s) used by Personnel are free from all

generally-known viruses, worms, Trojans, and other “malware,” and that Personnel have deployed commercially

reasonable antivirus software; and (B) any software code written by Personnel or materials furnished by you to

Wells Fargo will be free from: (1) any computer code or instructions that may disrupt, damage, or interfere with

Wells Fargo’s use of its computer and/or telecommunication facilities, e.g. malicious code, viruses, etc., and (2) devices

capable of automatically or remotely stopping the code from operating (e.g. passwords, fuses, time bombs, etc.). Upon

the discovery by you, or upon information Wells Fargo receives and shares with you of any threat to any Computing

Devices by cybercrime or any other cyber-threats, including without limitation viruses, spyware, hacking, or data

tampering, you agree to immediately take action to secure any and all aected Computing Devices or to disable any

such Computing Devices and to provide Wells Fargo with all data and any other information regarding the threat to,

or attack on, such Computing Device. Wells Fargo’s review of data or information relating to your Computing Devices

and any related projects and tasks associated with such Computing Devices is strictly for Wells Fargo’s purposes only

and you may not rely on such review for any purpose other than to document your compliance with this Agreement.

(iii) User Access Termination. Upon termination of this Agreement for any reason, you will, in the time frame and manner

communicated by us in any Instructions and Procedures or other notice, terminate physical and electronic (e.g.

logical) access to all Wells Fargo facilities and computer systems or networks to which Personnel may have access. In

the case of a specic Personnel who is being removed or replaced, you will terminate such access within twenty-four

(24) hours of the event giving rise to the need for termination.

(o) DIGITAL AND OTHER DATA COLLECTION. You further acknowledge and agree that you will not collect any Cardholder

Account Information directly or otherwise from the information written or typed into the Consumer Credit Card Account

Application, whether through a photocopy, any digital copy and paste functionality or through the use of any mobile

platform application functionality or any other similar technology, and you will not seek to alter or adjust our Consumer

Credit Card Account Application, whether in print or digital form in any way. You may, with full and transparent disclosure

as to the purpose of such collection and upon receipt of the consumer patient’s or client’s express consent, collect consumer

patient or client information for your business purposes using other methods outside of and independent from any use of

the Consumer Credit Card Account Application.

7. PROGRAM PROCESSES (CONSUMER CREDIT CARD ACCOUNT APPLICATIONS AND INVOICES).

(a) PROCESSING CONSUMER CREDIT CARD ACCOUNT APPLICATIONS AND TRANSACTIONS.

(i) In connection with your processing of Consumer Credit Card Account Applications, Invoices, Credit Memos and

authorizations, you acknowledge and agree you will: (A) follow all terms of this Agreement and our Instructions and

Procedures in connection with any processing method made available to you pursuant to this subparagraph 7(a), (B)

be responsible for providing each of your locations with the necessary equipment to allow you to process Consumer

Credit Card Account Applications, Invoices, Credit Memos, and authorizations, and (C) be responsible for any and all

costs to maintain the equipment needed for each such processing method and obtain any upgrades of such equipment

which we may deem necessary for such processing method utilized. Upon making any of the processing methods

listed in this subparagraph 7(a) available to you, we will provide you with access to the applicable Instructions and

Procedures and provide you with further instructions regarding connecting with our systems.

(ii) CREDIT CONNECTIONS. Unless otherwise agreed upon by the parties, we will provide you with an Internet address

to access and process Consumer Credit Card Account Applications, Invoices, Credit Memos, and authorizations (the

“IPS”). The IPS will be an address on a commercial site on the World Wide Web portion of the Internet accessible by

you but not accessible directly by consumers. The IPS will be owned, managed, and maintained by us. We retain the

right, title and interest in and to the IPS and your rights to the IPS are limited to the express terms of this Agreement.

We retain the option to determine in our sole discretion, to terminate any rights that you have to use the IPS.

(iii) We may elect to make other methods available to you for processing in any of the following: Consumer Credit Card

Account Applications, Invoices, Credit Memos, or authorizations (collectively hereinafter “Alternate Processing

Methods”). Such Alternate Processing Methods may include, but not be limited to: (A) using Verifone equipment,

(B) using a voice response unit (“VRU”) to transmit Consumer Credit Card Account Applications, receive credit

decisions, and transmit requests for authorizations only, or (C) using your point of sale equipment via a system-

to-system connection provided we have provided you the necessary record layout and format, information security

requirements, and connectivity requirements to establish communication with us. Each party will be responsible for

its own costs relative to any modications or hardware necessary to implement such connection.

(iv) USE OF WELLS FARGO CREDIT CONNECT.

(A) The Wells Fargo Credit Connect or “WFCC” is a Wells Fargo application and transaction submission commercial

site on the Internet that Wells Fargo may, at its sole discretion, make accessible, in whole or in part to you solely to

be used with your Computing Devices. You acknowledge and agree that you are expressly prohibited from using

a consumer patient or client owned computing device for purposes of the WFCC. You further acknowledge and

agree that such site is only accessible directly to consumers through you at your Retail Locations or such other

locations as agreed upon in writing between you and us. The WFCC will be owned, managed, and maintained

by us. We retain the right, title and interest in and to the WFCC and your rights to the WFCC are limited to the

express terms of this Agreement. We retain the option to determine in our sole discretion, to terminate any rights

that you have to use the WFCC. You agree that in the event that any Computing Device you utilize is not directly

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supported by our WFCC, you will not use any such Computing Device to assist consumer patients or clients in

applying for Cards.

(B) You are responsible for providing each of your Retail Locations with the necessary equipment and Internet

connectivity, including all Computing Devices to connect to the WFCC. Unless otherwise agreed upon by us

in writing, you will be responsible for any and all costs to maintain such equipment, and any upgrades to such

equipment, which we may deem necessary in our sole discretion. We may provide you with Instructions and

Procedures from time to time that govern the use of Computing Devices including, without limitations, any

security requirements we may have and additional instructions in how to process Consumer Credit Card Account

Applications or transactions, if applicable, via the WFCC.

any Computing Device that utilizes the WFCC in conjunction with our security and rewall requirements for

submitting Consumer Credit Card Account Applications and transactions to us, as well as any other security

requirements we may require with respect to computing software or mobile applications generally, and that we

may communicate to you from time to time.

(D) You further acknowledge and agree that you will not make available to consumer patients or clients who apply for

Cards using your Computing Devices any information or material that (1) is false or misleading; (2) discriminates

against a legally protected class of persons; (3) is directed toward minors; (4) is harassing, libelous, threatening,

obscene, defamatory, would violate the intellectual property rights of any party, or is otherwise unlawful;

(5) would give rise to civil liability; or (6) constitutes or encourages conduct that could constitute a criminal

oense under any applicable Law or regulation. You will submit all proposed advertising, sale promotions, and

other material that will appear on your Computing Devices in which the Program covered by the Agreement is

mentioned or language is used from which the Program covered by the Agreement may be inferred or implied in

accordance with the requirements set forth in subparagraph 6(e) of this Agreement.

(E) In the event that Cardholder records (e.g. Invoices, Credit Memos) ow through the WFCC for purposes of

providing a consumer patient or client with a more convenient paperless consumer patient or client experience,

including any Consumer Credit Card Account Applications and transactions, such records are subject to retention

of the original documentation evidencing each Consumer Credit Card Account Application and transaction in a

secure and orderly manner in accordance with our Instructions and Procedures and as set forth in subparagraph

6(b) of this Agreement unless such Consumer Credit Card Account Application or transaction is originated and

maintained by us and we provide you with advance written notice that such record keeping will be handled by us.

(F) The WFCC may be temporarily unavailable from time to time without notice for reasons which may include, but

not be limited to, system changes, hardware or software updates, or power outages. In addition, we may, in our

sole discretion, permanently terminate the availability of the WFCC at any time in the event we determine, in our

sole discretion, that the WFCC is being utilized in a manner contrary to the terms of this Agreement.

(G) As it relates to the consumer patients or clients, your Computing Devices and the WFCC, you acknowledge and

agree that you will not require any consumer patient or client who objects to apply using this process or the

WFCC and upon such request you will provide them with an alternative option to applying for a Card. You will

ensure that the Consumer Credit Card Account Application is administered in accordance with our Instructions

and Procedures and all applicable Laws.

(v) Notwithstanding anything to the contrary in this paragraph 7, processing may be temporarily unavailable from time to

time without notice to you for reasons which may include but not be limited to, system changes, hardware or software

updates, or power outages.

(b) NEW CONSUMER CUSTOMER ACCOUNTS.

(i) RETAIL LOCATIONS. If a person wants to apply for an Account, you will:

(A) give the person the current version of the Credit Card Agreement, the Initial Disclosures, and any other

documentation we may reasonably request;

(B) collect the Consumer Credit Card Account Application information in accordance with this Agreement and our

Instructions and Procedures;

that acknowledges their receipt of the Initial Disclosures, the Credit Card Agreement and applying for an

Account; and process the Consumer Credit Card Account Applications in accordance with this Agreement and

our Instructions and Procedures.

(D) In the event we allow you to utilize an approved method of taking Consumer Credit Card Account Applications

using an in-person, oral application process using a modied Consumer Credit Card Account Application,

you will ensure each Consumer Credit Card Account Application collected through such oral process is taken

in accordance with our Instructions and Procedures and retained as set forth in subparagraph 6(b)(i) of this

Agreement.

(E) Retention of Consumer Credit Card Account Applications and any related documentation will be handled as

follows:

(1) When using a paper Consumer Credit Card Account Application, deliver to us the original, physical

Consumer Credit Card Account Application portion of the Credit Card Agreement (including Consumer

Credit Card Account Applications that are declined by us) in accordance with subparagraph 6(b)(i)(A).

(2) You acknowledge and agree that you will use our Consumer Credit Card Account Applications, forms,

disclosures, and other related documents and any other Program elements solely to administer this

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Program. You further agree that you will not share Cardholder Account Information with any other third-

party nancing company.

(ii) CONSUMER INTERNET APPLICATIONS. If we determine, in our sole discretion, that we will provide you with the

ability to allow consumers to apply for credit over the Internet from a link maintained on your website, the following

subparagraphs 7(b)(ii)(A)-(C) will apply.

(A) OWNERSHIP OF THE CONSUMER INTERNET APPLICATION. The “Consumer Internet Application” will be

a commercial site on the World Wide Web portion of the Internet, accessible by consumers that will provide a

means for consumers to apply for a Card. The Consumer Internet Application site will be owned, managed, and

maintained by us. We retain all right, title and interest in and to the Consumer Internet Application site and your

right to the Consumer Internet Application site is limited to the express terms of this Agreement. No other right

to the Consumer Internet Application site, express or implied, is granted to you by virtue of this Agreement. A

Consumer Credit Card Account Application submitted to us using the Consumer Internet Application site will be

considered to be a “Consumer Credit Card Account Application” to us for purposes of this Agreement. A signature

in electronic form (and in compliance with the E-Sign Act) will be considered a “signature” for purposes of this

Agreement, and a document signed with a signature in electronic form (and in compliance with the E-Sign Act)

will be considered to be “signed” for purposes of this Agreement.

(B) REQUIREMENTS FOR YOUR WEBSITE:

(1) You will establish and maintain a link on the home page or appropriate pages relating to nancial services

of your website by which a visitor may access the Consumer Internet Application site.

(2) You will not make available on your website any information or material that:

(aa) is false or misleading;

(bb) discriminates against a legally protected class of persons;

(cc) is directed toward minors;

(dd) is harassing, libelous, threatening, obscene, defamatory, would violate the intellectual property rights

of any party, or is otherwise unlawful;

(ee) would give rise to civil liability; or

() constitutes or encourages conduct that could constitute a criminal oense under any applicable Law.

(3) You will submit to us, at our request, at the address we designate, all proposed advertising, sale promotions,

and other material that will appear on your website in which the Program covered by this Agreement in

accordance with subparagraph 6(e) of this Agreement.

(4) You will submit to us, at our request, at the address we designate, all proposed major changes to your

website in content or links to other websites and will not make such changes if we object.

temporarily unavailable from time to time without notice to you. In addition, we may, in our sole discretion,

permanently terminate the availability of the Consumer Internet Application site at any time. Upon request or

upon termination of this Agreement, you will remove the link and any other references to this Program from your

website.

(iii) Notwithstanding, anything to the contrary in this subparagraph 7(b), Wells Fargo reserves the right, in its sole

discretion, to:

(A) make changes to how Consumer Credit Card Account Applications are processed;

(B) redesign the Consumer Credit Card Account Applications and the Credit Card Agreement as we deem necessary

or appropriate; and

Card Account Applications. In the event we do so, you agree to collect, process, store, and remit such Consumer

Credit Card Account Applications in accordance with the Instructions and Procedures which we provide to you

from time to time.

(i) PRESENT CARD. The Cardholder must present a valid Card at the time of sale unless the transaction is covered under

subparagraph 7(d) of this Agreement or the Account was established at the time of purchase.

(ii) INVOICE. Card sales will be evidenced by Invoices in a form approved by us. The Invoice must be legibly completed

by you in accordance with this Agreement and our Instructions and Procedures. In the event that we approve a form

of Invoice supplied by you and you subsequently make revisions to such Invoice form, you agree to resubmit such

Invoice to us for re-approval prior to using such revised form.

(iii) AUTHORIZATION. If we so require, you will contact our authorization center in accordance with this Agreement and

our Instructions and Procedures. Authorization numbers are valid for ninety (90) days unless we otherwise inform

you that we are cancelling the authorization prior to the end of the ninety (90) day period. If an authorization expires

before Products are delivered, you will submit a new request for authorization. We may change the length of time an

authorization number is valid by advising you in writing including updating the Instructions and Procedures.

(iv) SINGLE TRANSACTION. You will include all Products purchased in any given transaction in the total amount(s) on

any Invoice(s) submitted to us in connection with said transaction and you will not submit, sell, or assign any part of

that transaction to any other creditor for purchase. You will not submit Invoices to us if the purchase of an individual

Product has been split into two Invoices.

(v) SIGNATURE. You will require the Cardholder to sign the Invoice for all sales made in your presence.

(vi) COPY TO CARDHOLDER. You will provide a copy of the completed Invoice to the Cardholder at the time of the sale

if the sale is made in your presence.

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(vii) DOWN PAYMENTS. If less than the full amount of any transaction is covered by an Invoice, you will obtain payment

in full by cash, check, or major credit card for the remaining balance due at the time the transaction is consummated.

We will not nance down payments or deposits on an Account.

(viii) NO EXTRA CHARGE FOR CARD SALES. You will not discriminate against Cardholders by adding an extra or special

charge to the normal price of the Products when a sale is a Card sale.

(ix) CONSUMER PURCHASES ONLY. Card purchases must be for personal, family, or household purposes.

(x) DELIVERY OF PRODUCTS. Products purchased by a Cardholder that are being shipped or delivered must be shipped

or delivered to a Cardholder’s residence unless shipment or delivery to another location is authorized by the Cardholder

and approved by us. Notwithstanding the immediate preceding sentence, you acknowledge and agree that Products

purchased with Cards must not be shipped to (A) any address designated as a Post Oce Box; (B) any warehouse or

storage facility; (C) any dockyard or shipping/freight facility; or (D) any address outside of the United States.

(xi) CARD SALES VIA THE INTERNET. No Card sales may be originated under this Agreement via the Internet on

a website of yours without our prior written consent, which will include the execution of an amendment to this

Agreement.

(xii) NO CASH ADVANCES. Cash advances by you to a Cardholder may not be charged to an Account under any

circumstances. No cash may be given to a Cardholder by you in connection with any Card transaction.

(xiii) INSURANCE COVERAGE. No amounts that will be covered by insurance may be nanced under the Program and

you are responsible for ensuring that no portion of an Invoice submitted to us includes any amounts that will be

covered by insurance benets that may list you as a beneciary or payee.

(d) PURCHASES WITHOUT CARD. If you make a Card sale to a Cardholder at a Retail Location but the Cardholder does not

have his or her Card with him or her, you will conrm the Cardholder’s identity, then conrm that you have the proper

Account Number and otherwise process the transaction using normal procedures.

(e) PRESENTMENT OF INVOICES.

(i) You will present Invoices to us in accordance with this Agreement and our Instructions and Procedures.

(ii) Invoices must only be presented to us after the transaction is completed. You agree to make every reasonable eort

to electronically present these Invoices to us within three (3) days of the transaction completion date, unless it is

temporarily impractical to do so, at which time you will have fteen (15) days after the date the transaction was

completed to present the Invoice electronically or physically to us. For the purposes of this Agreement, a transaction

is completed after you have performed all of your obligations to the Cardholder in connection with each Invoice,

including, but not limited to, the delivery of purchased Products to the Cardholder, the performance of any service

purchased by the Cardholder, or both as required. You will retain all Invoices in accordance with the requirements set

forth in subparagraph 6(b)(i) of this Agreement. You may present Invoices to us prior to the completion date: (A) only

if the Products are of the specic kind set forth in our Instructions & Procedures and identied as approved for early

funding; (B) provided such services related to Products sold by you are started within thirty (30) days from the date

the Invoice is presented to us; and (C) provided that you follow theDealer Advanced Funding requirements as further

outlined and set forth insubparagraphs 7(f) and 8(d) below or as otherwise provided for in this Agreement. If we

request the original, physical Invoice for any Invoice presented to us electronically or via facsimile, or any document

referred to in an Invoice, you will deliver it to us in a manner and time period as communicated by us to you, provided

that you will not transmit any medical data that you have agreed not to present pursuant to subparagraph 9(a)(xvi).

If we request, you will execute a separate assignment of any Invoice and we are authorized to place your endorsement

on any Invoice or any check or similar instrument related to an Invoice at any time. Payment for an Invoice will not

constitute a waiver by us of any of our rights. All gures are subject to nal audit and checking by us.

(iii) You will allow us to conduct regular audits of the Invoices retained by you as governed by and set forth in subparagraph

6(b)(i) of this Agreement.

(iv) In the event your retention of the Invoices accepted by us is determined by us to be contrary to any Law, or is objected

to by any federal, state or local regulatory authority, you agree to deliver all such Invoices within thirty (30) days of the

date of our notice or such other time as required by any Law, regulatory authority, or court.

(v) You agree not to present Invoices that you know or should have known to be either fraudulent or not authorized by the

Cardholder.

(f) REFUNDS AND EXCHANGES. You agree to establish and maintain a fair and uniform policy for any combination of an

exchange, cancellation, or return of Products sold under Card sales and to give credit upon each such return, but never in

cash and only by issuance of a Credit Memo in a form approved by us. Notwithstanding any provisionin this Agreement

to the contrary, you further agree if a Cardholder cancels or disputes a transaction on their Account (including, without

limitation, adispute that wehave charged the purchase to their Account prior to the Cardholder’s receipt of the goods or

services) and the transaction has not yet been“completed” as dened in subparagraph7(e)(ii) above, you will immediately

present a Credit Memo on the Account for the amount of the transaction upon notication from the Cardholder of the

dispute or upon notication from us if the Cardholder notied us of the dispute. Such Credit Memos will be for the full

purchase price of the Products returned plus all related fees and taxes. You will provide notication to the Cardholder

in the form of a copy of the Credit Memo. You will present all Credit Memos to us in accordance with the terms of this

Agreement and our Instructions and Procedures. You will sign and retain each original, physical Credit Memo as set forth in

subparagraph 6(b)(i) of this Agreement. If we request the original, physical Credit Memo for any Credit Memo presented to

us, you will deliver it to us within seven (7) days after receiving the request. You will pay us the amount of any Credit Memo

on demand, or we may at our option deduct the amount of any Credit Memo, returns or adjustments from the amount we

owe to you for Invoices presented to us. In the event you present the Credit Memo to us more than sixty (60) days after the

29 of 35Wells Fargo Retail Services DK 0419 WFHA-AF Dental | GDA-WFHA18 AF-D/Doc# 11202487

date of any Invoice presented to us, or such dierent time as we may notify you, in writing, you will continue to be obligated

for the amount of any discount rate to the purchase price, and we will not be required to refund the amount of any discount

rate withheld by us in connection with any such Credit Memo.

(g) COLLECTIONS. We have the sole right to collect or receive payments on Invoices presented to us unless they are rejected

or revoked by us. You agree not to attempt to collect or accept any payments that we have the right to receive. You authorize

us to do every act and thing necessary to collect and discharge Credit Card Agreements, including the right to endorse any

check or draft payable to you in connection with such Credit Card Agreements, and Invoices. In addition, to the extent

allowable under the applicable Laws, you agree that we are entitled to claim any sales tax refunds or deductions resulting

from bad debt losses charged o by us on all Accounts, whether currently in existence or created in the future, and you

irrevocably relinquish and assign to us any right, title and interest in all refunds, deductions or credits of sales or use, gross

receipts, transaction privilege, or other taxes with respect to all Accounts. You hereby authorize us to do every act and thing

necessary to collect such tax refunds, deductions or credits, and you agree to assist us in doing so to the extent we may so

reasonably request.

8. PAYMENTS UNDER THE PROGRAM.

(a) PAYMENT BY US. We will pay you the net amount of all Invoices less applicable discount rate and the amount of all Credit

Memos presented to us by you in accordance with our Instructions and Procedures and accepted by us during the period.

We may also deduct any revoked Invoices, Administrative Fees, and any other amounts you owe us under this Agreement

and any other contractual arrangement you may have with us should such amounts not be paid by you as agreed. We will

pay you by automatic deposit through the Automated Clearing House (ACH) or by any other method that we notify you of

and choose to use. We will initiate an automatic deposit or otherwise initiate the payment within a reasonable time after the

Invoices and Credit Memos are presented, provided, however, that we reserve the right to periodically audit transactions

before funding, or if we reasonably believe that you are insolvent or may be in default under any provision of this Agreement,

we reserve the right to audit all transactions prior to funding. Any such auditing of transactions may delay funding. Any

payment made by us to you will not be nal but will be subject to subsequent review and verication by us.

(b) PAYMENT BY YOU. You agree to pay us the discount rates and Administrative Fees as set forth in writing by us from time

to time (a “Price Sheet”). The discount rate may vary depending on the terms of the purchase, the date of the purchase, or

any other variable set by us including any promotional oers, such as volume rebates as disclosed in the Price Sheet that

we provide you. The discount rate used for an Invoice will be the discount rate in eect on the date we accept the Invoice

and is subject to change upon written notice to you. Administrative Fees will be assessed each month in an amount to be

disclosed on the Price Sheet and will be subject to change at any time upon written notice to you. You also agree to pay us

for any Credit Memos presented, any Invoices we revoke and any other amounts you owe us under this Agreement and

any other contractual arrangement you may have with us. Discount rates and Credit Memos will be collected as outlined in

subparagraph 8(a) above provided you presented Invoices sucient to cover the amount of the discount rates and Credit

Memos. You authorize us to initiate a debit entry for Administrative Fees as governed by subparagraph 8(c) below. You

also authorize us to initiate a debit entry for any Credit Memos, discount rates and any other amount you owe us under this

Agreement and any other contractual arrangement you may have with us as governed by subparagraph 8(c) below in the

event such amounts are not paid to us as provided for under this Agreement.

(i) You authorize us to initiate credit entries for amounts that we may owe you. You authorize us to initiate debit entries

for any credit entries in error or any time the amount you owe us under this Agreement and any other contractual

arrangement you may have with us or is more than the amount we owe you. Such credit and debit entries will be to

the bank account identied on the Application. Both parties acknowledge that the origination of ACH transactions

described herein must comply with the provisions of U.S. Law and NACHA rules.

(ii) The authorizations set forth in subparagraph 8(c)(i) above will remain in eect until the date on which no balances

remain on Accounts. We agree to comply with written notications from an authorized representative of yours, which

alter your bank account information (i.e. name and address of bank or nancial institution, transit/ABA number or

account number), provided, however, that we receive such notication in a time and manner sucient to give us and

the bank or other nancial institution reasonable opportunity to act on it.

(d) RIGHT TO REJECT OR REVOKE ACCEPTANCE.

(i) We may reject, or having accepted, may revoke acceptance of any Invoice presented by you:

(A) if you do not retain or deliver, as required, the original, physical Consumer Credit Card Account Application,

Invoice, or any document referred to in the Invoice to us as required by this Agreement;

(B) if the Consumer Credit Card Account Application and Invoice are not in all respects legible, completed, and as

represented, warranted, and agreed in this Agreement;

(D) if:

(1) the Products have been returned,

(2) the Products have not been accepted by the Cardholder or not delivered or performed by you as agreed, this

includes but is not limited to, transactions where you have presented us the Invoice prior to the Products

being delivered in a manner contrary to or in violation of subparagraph 7(e) or any other requirement

as set forth in this Agreement (including installation, if applicable) and the Cardholder refuses to accept

delivery of the Products or where the Cardholder cancels the transaction without accepting delivery of the

Product(s),

(3) you have presented the Invoice to us in violation of our Instructions and Procedures,

(4) there is any dispute, claim, or defense asserted by the Cardholder,

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(5) the Invoice is not valid and legally enforceable according to its terms,

(6) the authorization number for the Invoice is expired at the time the Invoice is presented,

(7) there has been any allegation of negligence, fraud, or dishonesty by you or any of your employees, or

(8) fees were charged to the Cardholder for the use of the Card (e.g., nancing fees);

(E) if we reasonably believe, in our sole discretion, that you may be unable or unwilling to satisfy your obligations

under the terms of this Agreement; or

(F) if you have breached any representation or warranty or are in default under any term of this Agreement, we may

reject, or having accepted, may revoke acceptance of any and all Invoices presented, whether or not previously

authorized or approved by us. We may continue to reject any and all Invoices presented until you have cured any

breach of warranty or any default under this Agreement.

(G) if the Invoice was submitted to us more than thirty (30) days prior to the start of any services or treatments

related to the Program.

(ii) Notwithstanding subparagraph 9(a)(i), you agree that you are responsible for all transaction(s) that we deem, in

our sole discretion, to be fraudulent and that we may reject or revoke acceptance of any Invoice containing such

transactions.

(iii) If we revoke acceptance of any Invoice, you will pay us on demand the amount of the Invoice aected plus any nance

charges related to the Invoice under the Credit Card Agreement with us. If we reject any Invoice, we will not pay for

said Invoice. You also agree to indemnify us against any and all liability, loss, claims, or demands arising in connection

with any Invoice we reject or for which we revoke acceptance, including reasonable attorney’s fees. In the event that

we reject an Invoice from you, or in the event that we revoke acceptance of an Invoice from you, you agree to abide

by the terms of the Agreement signed by the consumer patient or client and you agree that to the extent you owe us

money pursuant to this subparagraph 8(d), we may deduct such amounts as provided in subparagraph 8(c).

(e) SUSPENSION OF PROCESSING. If you fail or refuse to pay any amounts owed to us under this Agreement after our

demand, if we suspect fraud by anyone associated with your business, or if you are otherwise in breach of any covenant in

this Agreement including but not limited to the requirements of subparagraph 6(c) above, we may cease authorization for

and the funding or acceptance of any Invoices and cease the processing of Consumer Credit Card Account Applications.

(f) RESERVE. If we determine, in our sole discretion, that any of the following conditions set forth in subparagraphs 8(f)(i)-

(vii) exist, then you will pay us upon demand, or we may withhold from any amounts we owe you for Invoices presented us,

or we may debit your bank account an amount we deem necessary to fund a reserve (“Reserve Account”):

(i) Your nancial condition has deteriorated;

(ii) you have failed to comply with the provisions of any Laws or you have failed to provide adequate training of your

employees for use of the Program as set forth in subparagraph 6(c) above;

(iii) you are in breach of this Agreement;

(iv) we experience unusual levels of Cardholder disputes, complaints, or other repurchase obligations of yours under the

Program;

(v) the number of Invoices or Credit Memos presented to us is substantially dierent from historical trends;

(vi) we have become aware of some other fact, event, or circumstance related to the Program which leads us to establish a

reserve fund; or

(vii) if a notice of termination has been provided by one party to the other in connection with this Agreement.

We may charge to the Reserve Account any amount you owe us, including but not limited to amounts owed under this

Agreement. Your obligations to us will not be limited by the amount held in the Reserve Account. The Reserve Account does

not excuse you from paying us any amount you would otherwise owe us. We will be the sole account holder of the Reserve

Account and any interest that accrues thereon. We will return to you any amount remaining in the Reserve Account when

we determine a Reserve Account is no longer necessary, provided, however, the refund will be no later than two (2) years

from the eective termination date of this Agreement.

(g) DEALER ADVANCED FUNDING. For purposes of this Agreement “Dealer Advanced Funding” means charges submitted

for Products and services prior to completing any services, treatments or the sale of any Products to Cardholders under this

Program. You may submit Invoices using Dealer Advanced Funding provided that you: (i) have completed the necessary

training as prescribed by Wells Fargo; and (ii) you have fully informed the consumer customer prior to the sale of Products

and any related services, that their Card will be charged in advance of receiving any Products, services, or treatments related

to the Program in a method and manner approved by Wells Fargo and set forth in the Instructions and Procedures. Dealer

Advanced Funding must never exceed thirty (30) days prior to the sale of any Products, or the start of any services, or

treatments. The parties acknowledge that these requirements are subject to change at Wells Fargo’s sole discretion at any

time. We may terminate your ability to utilize the Dealer Advanced Funding: (1) in the event you are unable to pay any

amount associated with a charge-back due to your use of the Dealer Advanced Funding; (2) for any non-compliance with

Wells Fargo’s Instructions and Procedures, as determined by us in our sole discretion; or (3) in the event Wells Fargo

determines such activity presents an unacceptable risk to it, as determined by it in its sole discretion, or any change in the

regulatory environment implicating such practices. We may terminate this Agreement at any time, upon notice to you, if

you are in breach of this subparagraph 8(g).

9. REPRESENTATIONS AND WARRANTIES.

(a) As to each Consumer Credit Card Account Application, Credit Card Agreement, and Invoice presented or delivered to us,

and the transaction it evidences, you represent and warrant to us the following:

(i) that you have veried the identity of the consumer patient or client and that the consumer patient or client was of legal

age and competent to open an Account at the time of the execution of the Consumer Credit Card Account Application,

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and/or the Credit Card Agreement, and that the Consumer Credit Card Account Application, Invoice, and Credit

Card Agreement are bona de and were actually made and agreed to by each person identied as an applicant or

Cardholder;

(ii) that the Products which are the subject of the Credit Card Agreement and Invoice are truly and accurately described

therein, are t and merchantable for their intended purpose, have been or will be delivered into the possession of the

Cardholder and any services so described have been or will be performed, and that all installation (if applicable) has

been or will be completed in a proper and workmanlike manner to the Cardholder’s complete satisfaction;

(iii) that the amount recited in the Invoice as having been received upon the signing thereof as part of the purchase price of

the Products, was actually paid in cash, by Products received in trade, or a combination of cash and trade, at no more

than its actual cash value, and that the amount owed upon the Invoice at the time of its execution is correctly stated

therein;

(iv) that you have full and complete title to the Products, if any, subject only to the rights of the consumer patient or client

which exist by virtue of the Credit Card Agreement and the Invoice;

(v) that the Invoice represents a bona de sale of only Products in the ordinary course of business for the total sale price,

and that you have performed your obligations to the Cardholder in connection with the transaction evidenced by the

Invoice;

(vi) that the transaction involves no advance of cash and no transaction other than that described in the Invoice;

(vii) that the transaction is, in all respects, in compliance with all Instructions and Procedures, this Agreement, and all

Laws governing the same;

(viii) that the Consumer Credit Card Account Application, Credit Card Agreement, and the Initial Disclosures given to the

consumer customer were the most recently provided versions available and a true completed copy of the Invoice was

given to the Cardholder at the time of the transaction;

(ix) that you have no knowledge or notice of any facts, events, issues, or circumstances that would impair enforceability or

collection of the Credit Card Agreement or Invoice as against the named Cardholder;

(x) that you have properly and fully completed all forms pursuant to our Instructions and Procedures, and that the Credit

Card Agreement and Invoice are legally enforceable according to their terms; and

(xi) that you fully acknowledge and agree that you will honor a Cardholder’s right of cancellation or rescission including any

rights a Cardholder may exercise after the Product is delivered, any service or work is completed, and the transaction

has been funded by us. You further represent and warrant that you have the right to present the Invoice to us, and

that there are no liens, mortgages, encumbrances, or security interests upon the Invoice or the rights evidenced by the

Invoice;

(xii) that there are no present or future unvested or unrecorded rights that could give rise to a mechanic’s, materialman’s,

or laborer’s lien;

(xiii) that the Cardholder has no claim or defense to payment of any amount reected on the Invoice based upon materials

or workmanship or any act or omission of you, your employees, contractors, laborers, or representatives;

(xiv) that you have not taken a Consumer Credit Card Account Application for an Account via telephone including an

application taken by a call center unless otherwise agreed in a separate writing by the parties which will include an

amendment to this Agreement;

(xv) that the consumer patient or client identied on the documents that you have submitted to us is not a principal, ocer,

director, manager, owner, or employee of your business; and

(xvi) that the patient or client did not otherwise qualify for some other governmentally provided or otherwise subsidized

medical plan that is more nancially favorable for them; and

(

xvii

) you represent and warrant to us as to each Invoice presented or delivered to us, and the transaction it evidences, that

the Invoice is presented or delivered as governed by subparagraph 7(e) or as otherwise set forth in this Agreement.

(b) As to all transactions involving your consumer patients or clients, you represent and warrant to us the following:

(i) that when you oer any nancing promotions under the Program, you will ensure all consumer patients or clients

purchasing like or similar Products of similar cost have equal access to such promotions;

(ii) that you have complied with the provisions of all Laws, including but not limited to Laws governing your profession

and your business practices, all Consumer Protection Laws including the Fair Credit Reporting Act, all applicable

fair lending laws and regulations, the Federal Truth and Lending Act, the Federal Equal Credit Opportunity Act, as

amended, the federal Unfair, Deceptive, or Abusive Acts and Practices regulations, all state law counterparts of them,

and all applicable regulations promulgated under any of them, including, without limitation, any provisions requiring

adverse action notication to any individual;

(iii) that you will comply with all applicable Laws related to servicing and collecting any Account returned to you;

(iv) that with respect to all advertising and marketing of Products, nancing, or both, you, your employees, your

subcontractors, your assigns, and/or your agents have, in all respects, complied with:

(A) this Agreement,

(B) standards that we may communicate to you at our option and for our sole benet from time to time, and

and door-to-door sales, (if applicable), and adherence to all related licensing, registration, documentation

disclosure requirements, and any other such requirements as set forth by Law;

(v) that you have not charged a cash advance or any other transaction to an Account for any cash that you have given the

consumer patient or client;

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(vi) that you have not charged a restocking fee or any other fee that we may in our sole discretion identify as prohibited to

an Account (e.g. nancing fee);

(vii) that you will not oer cash back programs or vouchers in conjunction with purchases made by Cardholders;

(viii) that you will comply with the requirements of subparagraph 6(h) above and you will not oer extended product

warranties and service agreements underwritten by you or an Aliate of yours in conjunction with purchases made

by Cardholders without our prior written approval and you will provide us with information regarding other third-

party extended product warranties and service agreements that are nanced in connection with our Program. All of

the representations and warranties set forth in this Agreement still apply to any approved extended warranties. Any

approved extended warranty will be treated as any other sales transaction under this Agreement;

(ix) that you will comply with all obligations under any extended product warranty or service agreement, whether

underwritten by you, an Aliate or a third party, provided or sold to the Cardholder by you;

(x) that there have been no representations or warranties made to the Cardholder other than warranties approved in

compliance with subparagraph 9(b)(viii) above or a third party’s or manufacturer’s standard warranties and in the

event a manufacturer or third party breaches a standard warranty, you will cure the breach within thirty (30) days of

notice of such breach;

(xi) that you have not increased the purchase price of any Product or added any additional fee for nancing to the

Cardholder to any Invoice;

(xii) that you have not taken any adverse action against an applicant or consumer patient or client because the applicant

or consumer patient or client is a member of a protected class, as dened by applicable Law, or because the applicant

or consumer patient or client has chosen to use credit to nance the purchase, nor have you engaged in any practice

that has an impermissible negative impact on members of such protected class or consumer patient or client that has

chosen to use credit to nance the purchase;

(xiii) that you, your employees, your subcontractors, your assigns, and your agents do not have liens, mortgages,

encumbrances, or security interests in a Cardholder’s property as a result of a Cardholder’s Products purchased with

the Card;

(xiv) that your use of our forms, disclosures, and other related documents and any other Program elements is solely to be

used for your administration of and participation in this Program and that you will not use such forms in connection

with any other nancing program or consumer transaction;

(xvi) that all purchases made with one of our special terms promotions have an amount nanced of $300 or more;

(xvii) that you are properly licensed to engage in the medical or health related areas in which you practice by all applicable

federal, state, and local authorities;

(

xviii

) you are the provider of the health treatments, procedures and/or related goods; you may only present Invoices to us

in connection with sales of goods or services made directly by you; and

(xix) in addition to your obligations in paragraph 5, you also agree that in no event shall you submit information about

Cardholders to us if such information would allow us to ascertain the medical diagnosis or treatment of a Cardholder,

and you will identify purchases of health treatments, procedures and products on numbered Invoices by date and

purchase price and not descriptions of the Products provided.

(c) You agree that if any representation or warranty is breached or if a Cardholder asserts any claim or defense arising out of any

Consumer Credit Card Account Application, Credit Card Agreement, Invoice, or transaction evidenced by any Consumer

Credit Card Account Application, Credit Card Agreement, or Invoice or cancels any transaction evidenced by any Consumer

Credit Card Account Application, Credit Card Agreement, or Invoice, you will pay us on demand the amount of any Invoice

or Account aected plus any nance charges related to the Invoice or Account under the Credit Card Agreement with us.

You also agree to reimburse, indemnify, and hold us harmless for any and all breaches of representations, warranties,

damages and costs, including attorney’s fees, which we may sustain as a result of any such event. We may at our option

deduct any amount you owe us pursuant to this paragraph or any other provision of this Agreement from any amount we

may owe you.

(d) You acknowledge and agree that “restricted transactions” as dened in the Unlawful Internet Gambling Enforcement Act of

2006 and Regulation GG (“Restricted Transactions”) issued thereunder are prohibited from being processed through any

relationship between you and us, or through any consumer patient or client account. You represent and warrant that you

will not submit such Restricted Transactions for processing through any relationship between you and us, or through any

consumer patient or client account. In the event we identify a suspected Restricted Transaction, we may block or otherwise

prevent or prohibit such transaction, we may close the Account or end the relationship, and we may seek any other remedies

available to us under this Agreement or otherwise.

(e) You represent and warrant that:

(i) prior to the execution of this Agreement that you have fully and accurately disclosed to us in writing your full legal

business name, any names under which you do business as, your Tax-payer Identication Number and the Taxpayer

Identication Number of any other entities from which you will be submitting Consumer Credit Card Account

Applications, Invoices, and any other transactions to us under this Agreement; and

(ii) the execution of this Agreement is within your power, has been duly authorized by all necessary corporate, partnership,

or other action and does not contravene any government or contractual restriction on you. You are a business entity

duly organized, validly existing and in good standing under applicable Laws, with full legal power and authority to

conduct your business and to perform all your obligations under this Agreement.

(iii) the execution of this Agreement does not constitute a breach or violation of any other obligation of yours or any other

agreement to which you are party.

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(iv) you are, and throughout the term of this Agreement will remain, duly authorized and properly licensed (including

any required professional licenses) under all applicable Laws to transact business as presently conducted, and to fully

perform your obligations under this Agreement.

(f) If you learned of our Program through a manufacturer or trade group and have enrolled in the Program as a result of such

a relationship, that you continue to be associated with the manufacturer or trade group and that you will promptly notify us

in the event you cease to be associated with such manufacturer or trade group.

(g) You represent that you are the exclusive owner of the Licensed Trademarks (as dened in paragraph 11 of this Agreement)

or, that if you do not own the Licensed Trademarks, that your licenses to use the Licensed Trademarks include the power to

grant us a sublicense to use the Licensed Trademarks in connection with the Program.

10. TERM AND TERMINATION.

(a) TERM. This Agreement will be eective on the date this Agreement becomes eective pursuant to paragraph 2 above

and will remain eective until one party gives the other party written notice of its decision to terminate this Agreement.

Provided, however, we may terminate this Agreement without notice to you if you breach this Agreement, are subject to a

high level of fraud, as determined by us at our sole discretion, or if you fail to submit Invoices and/or Consumer Credit Card

Account Applications to us in any consecutive six-month time period.

(b) EFFECT OF TERMINATION. Notwithstanding termination of this Agreement, the provisions of this Agreement will

continue in force as to all Consumer Credit Card Account Applications or Invoices accepted or approved by us, provided,

however, that if an authorization number for an Invoice is no longer valid under subparagraph 7(c), we will not be obligated

to accept such Invoice. In the event that we have provided any equipment to you in connection with this Program, you

agree to return such equipment to us upon termination of this Agreement. In addition, upon notice of termination, we will

provide you with modied requirements for processing transactions with us during the wind down of the Program.

any and all rights and remedies as are available to it at Law or in equity. The non-breaching party may exercise remedies

concurrently or separately, and the exercise of one remedy will not be deemed either an election of such remedy or a

preclusion of the right to exercise any other remedy.

11. USE OF MARKS.

(a) For the sole purpose of (1) identifying you as a participant in the Program; (2) administering and operating the Program;

and (3) promoting the Program and Wells Fargo’s related products and services to Cardholders, you hereby grant

Wells Fargo a nonexclusive right and license to use, reproduce, and publicly display any and all trademarks, trade names,

logos, symbols, and designs appurtenant to your business, (the “Licensed Trademarks”), including the right to sublicense to

third party vendors for the purposes of creating any and all materials for the execution and administration of this Program,

subject to all specied requirements of you with respect to the proper use of the Licensed Trademarks. Wells Fargo agrees

not to alter, change, or otherwise modify such Licensed Trademarks in any manner, or use them in combination with any

other words or symbols without your prior approval. The license granted hereunder is binding upon and inures to the

benet of the grantor’s successors and assigns.

(b) You acknowledge and agree that if there is any claim against you or Wells Fargo, that the Licensed Trademarks or any

modications thereof, as authorized by you, infringe the rights of another party, you will, at your own expense, defend

Wells Fargo’s right to use of the Licensed Trademarks as authorized under this Agreement. In the event any such claim is

resolved adversely to you or Wells Fargo, or in the event you agree to discontinue the use of any subject mark(s) included

in or connected to the Licensed Trademarks in order to resolve any such claim, which you shall have the right to do in your

sole discretion, then you agree to indemnify Wells Fargo against any expenses Wells Fargo incurs in discontinuing use of

the Licensed Trademarks and adopting use of alternative non-infringing marks. You further agree to indemnify Wells Fargo

against all liabilities Wells Fargo incurs to third parties (including, without limitation damage awards obtained by such third

parties against Wells Fargo), together with Wells Fargo’s reasonable costs of defending against such liabilities (including

reasonable attorney fees), arising from Wells Fargo’s use of the Licensed Trademarks, when such usage is in accordance with

the terms of this Agreement. Subject to the foregoing, if requested by you, Wells Fargo agrees to immediately discontinue

the use of any Licensed Trademarks where there has been a claim of infringement and the claim has been resolved adversely

to you or Wells Fargo, or where you agree to discontinue use of the Licensed Trademarks in order to resolve the claim.

provided that Wells Fargo may continue to use such Licensed Trademarks applicable to Wells Fargo’s use, reproduction,

and display of the Licensed Trademarks on Cardholder billing statements and communications with Cardholders related to

Accounts until no further amounts remain outstanding on such Accounts.

(d) Right to Use Wells Fargo Materials. During the term of this Agreement, Wells Fargo hereby grants to you a non-exclusive,

nontransferable, right to use materials created or provided by Wells Fargo to you, for use in connection with the Program

and any other materials that are copyrighted or capable of being copyrighted by Wells Fargo (“Wells Fargo Provided

Materials”), subject to the terms and conditions of this Agreement, including the following.

(i) Dealer may not modify, change, alter, delete from, or add to Wells Fargo Provided Materials, including but not limited,

to any change in text, graphics, color, size, or position;

(ii) Dealer will not use or disclose the Wells Fargo Provided Materials, in whole or in part, for the purpose of oering a

product that competes with Wells Fargo;

(iii) Dealer will use the Wells Fargo Provided Materials in the manner specied by Wells Fargo or as otherwise agreed to

by the parties in writing;

(iv) Wells Fargo retains all right, title and interest in and to the Wells Fargo Provided Materials. The Wells Fargo Provided

Materials are the sole property of Wells Fargo and any and all uses by you of the Wells Fargo Provided Materials will

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inure to the benet of Wells Fargo. Any rights to the Wells Fargo Provided Materials are limited to the express terms

of the license in this paragraph 11;

(v) Dealer will not take steps that would cause one to believe that materials created or provided by you (“Dealer Provided

Materials”) were created or provided by Wells Fargo or that Wells Fargo endorses the Dealer Provided Materials; and

(vi) Wells Fargo will at all times be the sole and exclusive owner of all such Wells Fargo Provided Materials. No other rights

to the Wells Fargo Provided Materials, express or implied, are granted by virtue of this Agreement.

(vii) Dealer will not utilize the Wells Fargo Trademarks in any way other than what is set forth in the Wells Fargo Provided

Materials.

12. NOT A BUSINESS ASSOCIATE. You agree that we are not a “business associate” as the term is dened and used under the

Health Insurance Portability and Accountability Act of 1996 (otherwise known as HIPAA) and related laws, interpretations and

regulations (including 45 C.FR. Parts 160 and 164).

13. OTHER PROVISIONS.

(a) SURVIVAL CLAUSE. All rights and obligations of the parties created under this Agreement will survive termination of this

Agreement.

(b) ASSIGNMENT. You will not assign this Agreement without our written consent. You agree that we may, at our sole discretion,

assign this Agreement to any party or aliate, including, but not limited to, our aliate, Wells Fargo & Company, upon

notice to you of such assignment. Any transfer or assignment of this Agreement by you, without our prior written consent,

by operation of law or otherwise, is voidable by us.

Act with which we must comply before opening an Account for a consumer patient or client. Since you have initial contact

with the consumer patient or client, you agree to assist us in complying with the U.S.A. Patriot Act. Such assistance may

include, but not be limited to, providing a disclosure (as prescribed by us) to the applicant and co-applicant before he/she

applies to open an Account with us, and verifying applicant’s and co-applicant’s identity including, but not limited to, an

applicant’s and co-applicant’s full name, physical address, date of birth, and collecting his or her Taxpayer Identication

Number (which for a U.S. Citizen is his/her Social Security number) upon our request and in the manner we reasonably

request.

(d) DELAY IN ENFORCEMENT. Our failure at any time to insist upon the performance of any provision of this Agreement will

not operate as a waiver of any right or remedy we have under this Agreement. A waiver of one provision of this Agreement

will not operate as a waiver of any other provision.

(e) NOT AGENCY OR PARTNERSHIP. You are not our agent or partner for any purpose whatsoever. You are not granted any

right or authority to assume or create any obligation or responsibility on behalf of us, or in our name, or to bind us in any

manner whatsoever.

(f) NOTICES.

(i) All notices under this Agreement must be in writing. Notices will be eective:

(A) three (3) business days from the date of mailing by regular rst class U.S. mail;

(B) one (1) business day from the date of mailing by a commercial overnight mail carrier such as Federal Express,

etc.; or

through to the other party. For purposes of this subparagraph 13(f), Saturdays, Sundays, and federal holidays are

considered non-business days. All notices to us must be sent to the addresses or fax numbers set forth below or to

such other addresses or fax numbers as we may advise you in writing. Notices to you will be sent to your address

or fax number listed on the Application or such other address and fax number as you may substitute by advising

us of such by written notice. Wells Fargo Retail Services, a division of Wells Fargo Bank, N.A., 800 Walnut Street,

Des Moines, Iowa 50309 Attn: Executive Vice President Fax No. 1-515-557-7044. You also acknowledge that we

may send you promotions, advertising, and other communications of ours and our aliates from time to time

using any of the following methods:

(aa) via mail at the address listed on the Application which accompanies this Agreement;

(bb) via fax at the fax number listed on the Application which accompanies this Agreement; or

(cc) any other marketing channel including but not limited to USPS mail, email, or telephone.

(ii) Throughout this Agreement, reference is made to our Instructions and Procedures. Notwithstanding the above

provisions regarding notice, you agree that we may post our Instructions and Procedures on our website in the “Online

Resources Center” section (or any other place we may designate) and that doing such will constitute notice to you

of such Instructions and Procedures. You also agree that you have an ongoing obligation to check the website on a

monthly basis for any updates or changes to those Instructions and Procedures. Such website is currently located at

www.wellsfargo.com/retailservices; however, we may change the website address upon prior written or electronic

notice to you.

(iii) You agree to provide us with prompt notication of any state or federal regulatory agencies’ inquiries (e.g. inquiry by a

state Attorney General’s oce, by a State regulator, by a federal regulator such as the Consumer Financial Protection

Bureau, the Federal Trade Commission, etc.); and any legal action received by you with respect to your advertising,

marketing, sourcing of consumers, sales practices, if one of our applicants or Cardholder’s is involved in the legal

action or if the legal action otherwise involves or makes reference to our credit card Program.

(g) CARDHOLDER COMPLAINTS AND BILLING DISPUTES. You will refer any patient or client complaint or inquiry

correspondence from a consumer who has nanced a Product using our Program directly to us as set forth in our Instructions

and Procedures.

35 of 35Wells Fargo Retail Services DK 0419 WFHA-AF Dental | GDA-WFHA18 AF-D/Doc# 11202487

(h) MODIFICATIONS. We may modify this Agreement by providing prior written notice to you. Your continued submission of

Invoices or Consumer Credit Card Account Applications or other participation in the Program after the eective date of any

such modication will constitute your acceptance of the modied terms and your agreement to be bound by them.

(i) YOUR OBLIGATIONS UNAFFECTED. Your obligations under this Agreement are not aected by any settlement, extension,

forbearance, or variation in terms that we may grant in connection with any Account or by the release of the obligations of

the Cardholder by a court or by operation of Law.

(j) ACTIONS OF EMPLOYEES. You are responsible for the actions of your employees. In the event employment of one of your

employees is terminated, you will take reasonable steps to ensure they no longer have access to any Cardholder Account

Information or access to our systems including changing any passwords necessary to access such information or system.

(k) SEVERABILITY. If any part of this Agreement is found to be illegal or unenforceable, then that part will be curtailed only to

the extent necessary to make it, and the remainder of this Agreement, legal and enforceable.

(l) ACCOUNT ADMINISTRATION. You acknowledge and agree that we have sole authority to prescribe the terms and

conditions of the Credit Card Agreement, the terms of the Account, and the credit standards and criteria of current and

prospective Cardholders and that we may change our credit standards at any time in our sole discretion without notice to

you.

(m) TITLE OF PROGRAM. Neither you nor any parent, subsidiary, or aliate of yours will by virtue of this Agreement, secure

any title to or other ownership interest in any elements of the Program. You acknowledge and agree that the Program is our

exclusive property and that all of the elements of the Program, including Cardholder lists, our Instructions and Procedures,

written specications, training materials, programs, systems and screens, and all documentation and materials relating

thereto, constitute trade secrets, which are our exclusive property. You agree to use the elements of the credit program and

information about the credit program only for the purpose of enabling you to use the credit program provided under this

Agreement and for no other purpose.

(n) GOVERNING LAW. This contract will be governed by, construed, and enforced in accordance with the laws of the state of

South Dakota without giving eect to the conict of laws provisions thereof.

(o) FCRA NOTIFICATION REQUIREMENT. Pursuant to the Fair Credit Reporting Act (Public Law #91-508 – Title VI of the

Consumer Credit Protection Act), you agree to notify each prospective Cardholder of the name and address of our oce

whenever the purchase is intended for personal, family, or household use. The name and address is as follows: Wells Fargo

Bank, N.A., P.O. Box 14517 Des Moines, IA 50306.

(p) FACSIMILES. This Agreement, through the Application, may be executed by facsimile or some other enforceable electronic

signature which will be deemed an original.

(q) NO THIRD-PARTY RIGHTS. Nothing expressed or referred to in this Agreement will be construed to give any person other

than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or

any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benet

of the parties to this Agreement and their respective heirs, administrators, executors, successors, legal representatives, and

assigns.

(r) CASH ADVANCE FEATURE. You acknowledge and agree that the Cards we issue to Cardholders may allow them the

ability to obtain cash advances from us in accordance with the terms and conditions set forth in Credit Card Agreements.

You acknowledge and agree that the total available credit for a Cardholder, at any given time, may be allocated to such cash

advance transactions. Nothing in this subparagraph 12(r) operates to nullify any of the terms and conditions set forth in this

Agreement, including but not limited to subparagraph 7(c)(xii) prohibiting cash advances by you to Cardholders.

(s) BINDING EFFECT. This Agreement, through the Application, will also be binding on and inure to the benet of the parties’

respective heirs, administrators, executors, successors, legal representatives, and assigns.

(t) FORCE MAJEURE. No party will be responsible, nor incur any liability to another party for any failure to comply with the

terms of this Agreement due to causes beyond its reasonable control, including, without limitation, re, storm, ood, acts of

war, accident, insurrection, sabotage, labor disputes, computer system malfunction, acts of God, acts of third parties, acts

of federal, state or local government or judicial action (“force majeure”), provided that such actions that do not substantially

hinder or prohibit performance will not excuse total nonperformance.

(u) ENTIRE AGREEMENT. Notwithstanding the authorization in subparagraph 8(c)(i), this Agreement and the Application

or Consent Form supersede all prior agreements, representations, promises and statements, written or oral, made in

connection with the subject matter of this Agreement and the Application and no prior agreement, representation, promise

or statement not written in this Agreement will be binding on the parties. Any outstanding disputes, credit applications,

Credit Card Agreements, accounts, account balances, Invoices or sales slips, credit memos, or other transactions between

the parties under any prior agreement between the parties is subject to the terms and conditions of this Agreement after the

date of execution and thereafter. This Agreement will also be binding on and inure to the benet of the parties’ respective

heirs, administrators, executors, successors, legal representatives, and assigns.

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Fillable Wells Fargo Health Advantage Credit Card Program (Wells Fargo)

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