Terms and Conditions

ASSOCIATED BUSINESS CARD MANAGER SERVICE AGREEMENT AND DISCLOSURES

The Business Card Manager Agreement and Disclosures ("Agreement") is between Customer and Associated Bank for the delivery of Business Card Manager services as described below:

I. Defined Terms.
As used in the Terms and Conditions, the following terms shall have the following meaning:

"Account"	means an Associated Bank MasterCard Business Card or Associated Bank Visa Business Card.
"Associated Bank"	means Associated Banc-Corp and its affiliates, subsidiaries, and any agent, independent contractor, designee or assignee which Associated Bank may, in its sole discretion, employ in the providing of Associated Business Card Manager Services.
"We," "Our," and "Us"	means Associated Bank.
"You" and "Your"	means Customer.
"Customer"	means business account customers that have an Associated Bank MasterCard Business Card and/or Associated Bank Visa Business Card.
"Associated Business Card Manager Service"	means service using the internet that will allow Associated Business Card Managers to administer their Business Card account(s), transfer available funds from the Business Card, and make payments using available credit from the Business Card.
"Business Card"	means an Associated Bank approved Associated Bank MasterCard Business Card and/or an Associated Bank Visa Business Card.

II. Authorization
Customer warrants as of the date of the agreement and at any time the Associated Business Card Manager Service is used, that (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the requisite power and authority to execute and deliver and to perform its obligations under this agreement and the services used or performed by it or anyone authorized or purporting to be authorized by it; (c) the agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this agreement or any service used or performed has been obtained.

III. Services
The following services ("Services") are offered through the Associated Business Card Manager Service. The Services may be changed from time to time.

a.) General Features for Individual Business Credit Card Holders:

• Account Summary
• Transaction History
• Request Personal Identification Number (PIN)
• Balance Transfer
• Schedule Auto Pay
• Print Remittance Form/Payment Coupon
• Order Transaction Receipt
• Update Address, Telephone and email Information
• Order Convenience Checks, when Convenience Checks are available
• Stop Payment on Convenience Checks
• Order Replacement Cards
• View Pending Authorizations

b.) Business Card Administration Features

• View Related Accounts
• Program Administration Control
• Activity History
• Alter Individual Credit Lines
• Add Accounts
• Close Accounts
• View and Update Company Information
• Request Credit Balance Refund

IV. Hardware and Software Requirements
Associated Bank shall provide Customer with the specifications for any hardware and software, which Associated Bank has determined to be compatible with the Associated Business Card Manager Service. Customer shall be responsible for acquiring the required hardware and/or software and its installation and maintenance. If Customer chooses hardware and/or software that differs from that recommended by Associated Bank, Associated Bank shall not be liable to Customer for any malfunction, failure to function, inaccuracy or other failure of the Associated Business Card Manager Service to operate as expected.

To use the Associated Business Card Manager Service, you will need an Internet-ready computer equipped with Microsoft® Internet Explorer (Version 4.0 or higher for both Windows® and Macintosh® operating systems), or Netscape® Navigator® (version 4.0 or higher for both Windows and Macintosh operating systems). Your browser must also support 128-bit encryption and be JavaScript^TM enabled. You will be able to access your account information on the Associated Bank Website only if you have signed up for the Associated Business Card Manager Service. To ensure successful sign-in with the Associated Business Card Manager Service, all the information you provide to us must be accurate, complete, and current. By submitting the sign-in information, you are authorizing us to verify any of the information you provide. Verification of your identity may be achieved through the use of third-party services.

V. Customer Responsibility
Customer shall designate Accounts and Services accessible through the Associated Business Card Manager Service. Customer shall designate individuals authorized to access Services.

Customer's role and responsibility to designate Accounts, Services and individuals authorized to access Services shall be described as the Associated Business Card Manager Service "Security Administrator."

Customer is solely responsible for the timeliness, accuracy, and completeness of any instruction and information in connection with Your Associated Business Card Manager Service transactions.

VI. Password and Security
Customer hereby agrees to safely keep the password, not to record the password, or otherwise disclose or make the password available to anyone other than authorized users of the Associated Business Card Manager Service. Using the password has the same effect as Customer's signature authorizing transactions. Anyone who has access to the password will have access to the Associated Business Card Manager Service and designated Accounts and Services.

Please contact us immediately if You believe the password has been lost, stolen or otherwise become available to an unauthorized person. You may notify Us by calling 1-800-556-5678 or by sending a notice to Associated Bank, 1305 Main St. Stevens Point WI 54881.

VII. Business Card Payments
You can elect to have the Business Card payments made by an automatic charge to a designated deposit account provided that You submit the required deposit account information to Us. Monthly payments will be automatically deducted from the designated deposit account 15 calendar days after the Business Card statement cycles. You may elect one of the following payment amount options: 1.) The minimum payment amount according to the Business Card agreement or; 2.) The entire balance outstanding; or 3.) a specific amount, regardless of the balance, provided that the designated payment is not less than the minimum required monthly payment.

VIII. Stop Payment on Convenience Check
A stop payment request must specifically identify the item subject to Your request and must be received by Us in sufficient time to give Us reasonable opportunity to act on it before We pay such item. Any stop payment request handled through the Associated Business Card Manager must request the stop payment in the manner required by law.

The following information is required in order to place a valid stop payment via the Associated Business Card Manager Service: Account number, issue date, check number, amount, payee, and a printed confirmation statement from Business Card Manager. In addition, We must receive Your printed confirmation statement with a valid signature within fourteen (14) days of Your request and Your stop payment order will remain valid for a period of six (6) months. If You wish to extend Your stop payment order beyond the expiration of Your initial request, You must contact Us and follow Our procedures for renewing stop payment orders.

You understand that a printed confirmation request is required to create a valid stop payment request. When the system is unavailable, a printed confirmation will not be provided, and the stop payment request is not valid.

If the printed confirmation is not received by Us within fourteen (14) days or does not have a valid signature, the stop payment request is not valid.

You understand and agree that, unless Your request is complete and accurate, We may be unable to identify the item subject to Your request. This information must be exact since computers handle stop payment orders. If the information is not exact, the order will not be effective and We will not be responsible for failure to stop payment. You further understand and agree that, unless We have a reasonable opportunity to act on Your request before payment of an item, You agree that You will indemnify and hold Us harmless from and against any claim arising in connection with Our refusal to pay such item.

IX. Fees
Associated Bank reserves the right to adjust fees, from time to time, for services available through the Associated Business Card Manager Service. You will be notified of fee adjustments through one or more of the following methods: a notice posted on the Associated Business Card Manager Service website, a notice on the account statement or with the account statement or a notice sent through the U.S. mail.

X. Liability
Associated Bank shall not be liable to You for any damages whatsoever arising in connection with the accuracy and completeness of information supplied through the Associated Business Card Manager Service regarding Your Account. We will exercise ordinary care in providing the Associated Business Card Manager Services and will be responsible for a loss sustained by You only to the extent such loss is caused by Our reckless or willful misconduct. In no event shall clerical errors or mistakes in judgment constitute failure to exercise ordinary care, nor shall We have any liability for any indirect, incidental, consequential (including lost profits), special or punitive damages whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have reasonably been foreseen by Associated Bank. Under no circumstances shall Associated Bank be responsible for any liability, loss or damage resulting from any delay in performance of or failure to perform in connection with any Service which is caused by interruption of telephone, facsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to act by You or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable beyond Our control. Associated Bank shall not be liable for failure to perform any of its obligations in connection with any of the Associated Business Card Manager Services if such performance would result in it being in breach of any law, regulation or requirement of any government authority.

XI. Exclusion of Warranties
The Associated Business Card Manager Service makes use of a private network, intended for authorized users only. We have confidence in the security measures We employ, however, this is not an invitation for individuals to attempt unauthorized access. BY USING BUSINESS CARD MANAGER, CUSTOMER AGREES TO ACCEPT COMPLETE RESPONSIBILITY. THEREFORE, ASSOCIATED BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS, DISCLAIM ANY AND ALL LIABILITY, WHETHER NOW KNOWN OR OTHERWISE, WITH RESPECT TO CUSTOMER'S USE, AUTHORIZED OR UNAUTHORIZED, OF BUSINESS CARD MANAGER, AND ASSOCIATED BANK FURTHER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

XII. Indemnification
Customer shall indemnify and hold harmless Associated Bank and each of its directors, officers, employees, agents, successors and assigns ("Indemnitees") from and against all liability, loss and damage of any kind incurred by or asserted against Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to the extent such liability, loss or damage is caused by the gross negligence or willful misconduct of such Indemnitee and provided that reliance without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee.

XIII. Account Information Disclosure
The circumstances under which We may provide information about accounts to third parties are summarized in Our current privacy notice. Customer agrees that We may deliver Our privacy notices and opt-out notices to Customer by making them available on www.associatedbank.com. Customer may access the privacy notice on www.associatedbank.com, or request a paper copy by writing to Us at Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006

XIV. Electronic Record Consent
Customer consents to receive electronic records during the course of the Associated Business Card Manager Service relationship.

XV. Termination or Discontinuation
In the event Customer wishes to discontinue the Associated Business Card Manager Service, Customer must notify Us in writing. Written notice of discontinuance must be supplied ten (10) business days prior to the first day of the month to: Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging. If Customer notifies Us verbally, Customer must also send Us written notification. After Customer's proper notice is received by Us, the actual discontinuance date of the Associated Business Card Manager Service, for purposes of monthly fees, will be the first day of the next month. As such, monthly fees for the Associated Business Card Manager Service will not be prorated.

We may modify, suspend or terminate Customer's privilege of using the Associated Business Card Manager Service and may withhold approval of any transaction, at any time, without prior notice to Customer. In the event We terminate the Associated Business Card Manager Service, We will endeavor to notify Customer in advance but are not required to do so. Customer will be notified as soon as practicable.

Any one person authorized to use Business Card Manager may terminate Business Card Manager. Neither termination nor discontinuation shall affect Customer's liability or obligation under this Agreement.

XVI. Assignment
Customer may not assign this agreement to any other party without Associated Bank's prior written consent. We may assign this agreement to Our successor in interest or to any, directly or indirectly, affiliated company. We may also assign or delegate certain of its rights and responsibilities under this agreement to independent contractors or other third parties.

XVII. Third Parties
Customer understands that support and Services relating to Associated Business Card Manager Services are provided by third parties other than Us, and Customer authorizes Us to contract with third parties to provide such support and Service.

XVIII. No Waiver
We shall not be deemed to have waived any of Our rights or remedies hereunder unless such waiver is in writing and signed by Us. No delay or omission on Our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

XIX. Governing Law
This agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

XX. Headings
Headings are used for reference purposes only and shall not be deemed part of this agreement.

XXI. Conflict of Provisions
This agreement is intended to supplement and not to replace other agreements between Customer and Us relating to Accounts, including, without limitation, the Business Card agreement. Credit card accounts accessed through the Associated Business Card Manager Service remain subject to the Business Card agreement which has been provided to You. Additionally, any loan or line of credit accessible through Associated Business Card Manager Service will remain subject to the respective loan agreement and credit card agreement that You executed previously.

In the event of a conflict between this agreement and any other agreements that apply to Your Accounts, the credit card agreement shall govern and prevail, unless otherwise specified in this agreement.

XXII. Binding Effect
This Agreement shall bind and benefit the parties and their successors and assigns. Associated Bank may from time to time amend any of the terms of this Agreement. Customer will be provided with notice of any such amendments in accordance with Associated Bank's normal business practices. By continuing to use any Service after notice of such amendment, Customer shall be deemed to have agreed to such amendment and shall be bound by this Agreement as so amended.

XXIII. Contact Us
Contact the Customer Care Center by phone (1-800-682-4989) or write Us at Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging.

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