Sunbit Card – Arbitration Provision


This ARBITRATION PROVISION does not apply if you are a Covered Borrower under the Military Lending Act as
of the date you enter into this Agreement.

You and we agree that unless you reject the Arbitration Provision as set forth in the next paragraph, either
party may elect to arbitrate – and require the other party to arbitrate – any Claim under the following terms.

  1. RIGHT TO REJECT: You may reject this Arbitration Provision by mailing a personally signed rejection notice to
    TAB Bank c/o Sunbit, PO Box 24010, Los Angeles, CA 90024, within 60 days after the date you
    enter into this Agreement. Any Rejection Notice must include your name, address and telephone number. No other
    person may submit a rejection notice for you. Rejecting this Arbitration Provision will not affect your credit
    application. Please note that if you enter into a Sunbit Cardmember Agreement with us, the Sunbit Cardmember
    Agreement will contain a separate arbitration provision with a right to opt out. Rejecting this Arbitration
    Provision will not constitute a rejection of the arbitration agreement in the Sunbit Cardmember Agreement.

  2. IMPORTANT WAIVERS: If you or we elect to arbitrate a Claim, YOU AND WE BOTH WAIVE THE RIGHT TO: (1) HAVE A COURT OR JURY DECIDE THE CLAIM; (2) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, WHETHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE; (3) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (4) JOIN OR CONSOLIDATE CLAIM(S) WITH CLAIMS INVOLVING ANY OTHER PERSON IN COURT OR IN ARBITRATION. Other rights are more limited in arbitration than in court or are not available in arbitration. The waivers in items (2)-(4) above are called the “Class Action and Multi-Party Waivers.” The arbitrator shall have no authority to conduct any arbitration inconsistent with the Class Action and Multi-Party Waivers or to issue any relief that applies to any person or entity except you or us individually. (Special procedures apply to Claims that seek public injunctive relief, as set forth in Section K below).
  3. DEFINITIONS: In this Arbitration Provision, the following definitions will apply:

    “You,” “your” and “yours” mean all persons who applied for credit or an account with us and the heirs, executors
    and assigns of all of the foregoing. “We,” “us,” “our” and “ours” mean Transportation Alliance Bank, Inc. d/b/a
    TAB Bank; Sunbit, Inc.; and any servicer or any agent acting on behalf of TAB Bank or Sunbit, Inc.; all of their
    parents, wholly or majority owned subsidiaries and other affiliates; any predecessors, successors, and assigns of
    these entities; and all officers, directors, employees, agents, controlling persons and representatives thereof.
    These terms also include any party named as a co-defendant with us in a Claim (as defined below) asserted by you, such
    as a credit reporting agency. “Claimant” means the party who asserts or seeks to assert a Claim in a lawsuit or
    arbitration proceeding. “Administrator” means either the American Arbitration Association
    (the “AAA”), 120 Broadway, Floor 21, New York, NY 10271,, or
    JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,, provided that, if the Claimant seeks
    to assert a Claim in a class or multi-party basis, the Administrator must not have in place a formal or informal policy
    that is inconsistent with and purports to override the Class Action and Multi-Party Waivers set forth
    above (see the above Section B.). The Claimant will select the Administrator by filing a Claim with the Administrator of
    that party’s choice. (If a Claimant files a lawsuit in court asserting Claim(s) that are subject to arbitration and the
    other party files a motion to compel arbitration, which is granted, it will be up to the Claimant to commence
    the arbitration proceeding.) If for any reason the selected Administrator is unable or unwilling to serve or continue
    to serve as Administrator, the other company will serve as Administrator. If neither the AAA nor JAMS is able or willing
    to serve as Administrator, you and we will mutually agree upon an Administrator or arbitrator, or the court will appoint
    the Administrator or arbitrator or arbitrators (in the case of a three-arbitrator panel provided for in
    Section H., below), subject to the limitations set forth above regarding the Class Action and Multi-Party Waivers.
  4. A “Claim” means any legal claim, dispute or controversy between you and us that arises from or relates in any way
    to this Agreement and our relationship with you, including, but not limited to, any dispute arising before the date of this
    Agreement and any dispute relating to: (1) an application for or denial of credit; (2) the events leading up to an application
    or denial of credit (for example, any disclosure, advertisement, application, solicitation, promotion or oral or written
    statement, warranty or representation made by us); (3) credit reporting or our use of consumer reports; (4) any product or
    service provided by or through us or third parties in connection with your credit application or our relationship and any
    associated fees; (5) the collection of amounts due and the manner of collection; (6) our use or failure to protect any
    personal information you give us in connection with your credit application or our relationship; (7) enforcement of any
    and all of the obligations a party hereto may have to another party; or (8) compliance with applicable laws and/or
    regulations. “Claim” has the broadest possible meaning. It includes initial claims, counterclaims, cross-claims, third-party
    claims and federal, state, local and administrative claims and claims which arose before today’s date. It also
    includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common
    law and equity and claims for money damages and injunctive or declaratory relief. However, “Claim” does not includeany individual
    action brought by you in small claims court or your state’s equivalent court, unless such action is
    transferred, removed, or appealed to a different court.

    Also, “Claim” does not include disputes about the validity, enforceability, coverage or scope of this Arbitration
    Provision or any part thereof (including, without limitation, this sentence, the Class Action and Multi-Party Waivers
    or, subparts (A) and (B) of Section K. below, captioned “SEVERABILITY”); all such disputes are for a court and not an
    arbitrator to decide. Notwithstanding the foregoing, the term “Claim” includes any dispute about the validity or
    enforceability of this Agreement as a whole; any such Claim is for the arbitrator, not a court, to decide.
    The Claimant may elect arbitration of a Claim by initiating an arbitration in
    accordance with the Administrator’s rules. The other party may elect arbitration by giving written notice of an election
    to arbitrate. This notice may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit.
    If such a notice is given, the Claim shall be resolved by arbitration under this Arbitration Provision and the applicable rules
    of the Administrator then in effect. It will be up to the Claimant to commence the arbitration proceeding. Even if all parties
    have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any
    Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an
    individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation
    shall constitute a waiver of any rights under this Arbitration Provision. The arbitrator will be selected under the
    Administrator’s rules, except that the arbitrator must be a lawyer with at least ten years of experience or a retired
    judge, unless you and we agree otherwise.
    Any arbitration hearing that you attend will take place in a location that is reasonably near your residence or in another location agreed to by you and us. We will consider (and generally honor) any good faith request to bear the fees charged by the Administrator and the arbitrator. We will pay the reasonable and actual expense of our attorneys, experts and witnesses, regardless of which party prevails in the arbitration, and we will pay all such reasonable and actual fees of yours if you prevail in an arbitration where you are the Claimant (even if we are not required to pay such fees under applicable law). We will also pay all such fees we are required to bear: (a) under applicable law; or (b) in order to enforce this Arbitration Provision.
    Either party may obtain from the other party prior to the hearing any information available under the Administrator’s rules or any relevant information the arbitrator determines should in fairness be made available.
    Any state or federal court with jurisdiction and venue may enter an order enforcing this Arbitration Provision, enter
    judgment upon the arbitrator’s award and/or take any action authorized under the Federal
    Arbitration Act, 9 U.S.C. §§1 et seq. (the “FAA”). For any arbitration-related proceedings in which courts are authorized to take actions under the FAA, each party hereto expressly consents to the non-exclusive jurisdiction and venue of any state court of general jurisdiction or any state court of equity that is reasonably convenient to you, provided that the parties to any such judicial proceeding shall have the right to initiate such proceeding in federal court or remove the proceeding to federal court if authorized to do so by applicable federal law. The arbitrator’s award will be final and binding, except for: (1) any appeal right under the FAA; and (2) Claims involving more than $50,000. For Claims involving more than $50,000 (including claims where the cost of any requested injunctive or declaratory relief would potentially exceed $50,000), if permitted by the rules of the Administrator, any party may appeal the award to a three-arbitrator panel appointed by the Administrator, which will reconsider de novo any aspect of the initial award that is appealed. The panel’s decision will be final and binding, except for any appeal right under the FAA. Costs of any appeal will be governed by Section F. above. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Agreement.
    This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by the FAA, and not by any state law concerning arbitration. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation and applicable privilege rules, and shall be authorized to award all remedies permitted by applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (subject to constitutional limits that would apply in court), declaratory, injunctive and other equitable relief, and attorneys’ fees and costs. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. The arbitrator will follow rules of procedure and evidence consistent with the FAA, this Arbitration Provision and the Administrator’s rules.
    This Arbitration Provision shall survive any withdrawal of or determination on your credit application; provided, however, that you understand and agree that any arbitration provision contained in the Sunbit Cardmember Agreement to which you subsequently agree and do not reject will supersede this Arbitration Provision. In the event of any conflict or inconsistency between this Arbitration Provision and the Administrator’s rules or the Agreement, this Arbitration Provision will govern.
    If any portion of this Arbitration Provision cannot be enforced, the rest of the Arbitration Provision will continue to apply, except that (A) the entire Arbitration Provision (other than this sentence) shall be null and void with respect to any Claim asserted on a class, representative or multi-party basis if the Class Action and Multi-Party Waivers are held to be invalid with respect to a Claim that does not seek public injunctive relief, subject to any right to appeal such holding, and (B) if a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action and Multi-Party Waivers prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated.
    Prior to initiating, joining or participating in any judicial or arbitration proceeding, whether individually, as a
    class representative or participant or otherwise, regarding any Claim, the Claimant shall give the other party written
    notice of the Claim (a “Claim Notice”) and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any
    Claim Notice you send must include your name, address and telephone number. Any Claim Notice must explain
    the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and
    not on behalf of any other party. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests. If: (i) you submit a Claim Notice in accordance with this paragraph on your own behalf (and not on behalf of any other party); (ii) we refuse to provide the relief you request before an arbitrator is appointed; and (iii) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $7,500 plus any arbitration fees and attorneys’ fees and costs to which you may be entitled under this Arbitration Provision or applicable law.