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Key Cashback Credit Card Terms & Conditions | KeyBank

Cardmember Agreement

Here is your new Cardmember Agreement (the "Agreement"). It is the contract between you and us regarding your credit card account (the "Account"). This
Agreement is being sent to you and each Authorized User so that each of you is aware of the terms that apply to the use of the Account and Cards. This
Agreement is effective as soon as you, or any of your Authorized Users, activate a Card or use the Account. It also applies if you have not closed your Account
within 30 days after we issue the Card(s).

Definitions:

We have provided a glossary containing definitions of the terms used in this Agreement. Our definitions rely heavily on, but deviate slightly from, the definitions
used by the Consumer Financial Protection Bureau ("CFPB") in connection with its December 2011 prototype credit card agreement.

Rates and Fees Table:

This Agreement references a separate document entitled "Rates and Fees Table" that explains the different APR's and fees that apply to your Account. Such Rates
and Fees Table is made a part of this Agreement between us.

1. ACCESSING AND USING YOUR ACCOUNT

a. Generally. Your Account can be accessed by a Card issued to you or to any Authorized User. Your Account may only be used for personal, family, or household
purposes. Your Account may not be used for illegal purposes, and it may not be used for internet gambling, or marijuana Purchases, even if legal. You are
responsible for any use of, and Charges to, your Account by you and/or your Authorized User(s), even if the use or Charge is prohibited by this Agreement.

b. Authorized User(s).

i. Adding or Removing an Authorized User. Notify Us if you want to add or remove an Authorized User on your Account. We will ask you certain identifying
information about the Authorized User before adding them to the Account. We reserve the right to remove any Authorized User at any time. Any Authorized
User you add must follow all of the terms of use of this Account which apply to you, and a failure by any Authorized User to follow such provisions, will be
deemed a failure by you to adhere to such provisions.
ii. Communications with an Authorized User. You agree we may share certain information with an Authorized User regarding your Account in order to
effectively administer your Account, including transaction verifications, digital wallet verifications, fraud disputes, and similar security type verifications involving
use of your Account by the Authorized User. We will not share information beyond what we believe is necessary.

c. Joint Accounts. If more than one person applied for, or is liable on, the Account, we may send any communications to either of you, we may disclose
information about the Account to either of you, and we may accept instructions from either of you (even if you have a disagreement).

d. Convenience Checks.

i. From time to time, we may provide you with Convenience Check to access your Account. By using a Convenience Check, you agree to follow any special
terms we send you with such Convenience Check. The amount of your Convenience Check will be added to either a separate Balance on the Bill (if special
terms apply), or the Purchase Balance (if no special terms apply). Additionally, the Convenience Check Advance Fee (as set forth in the Rates and Fees
Table) will be added to the Cash Advance Balance. NOTE: There is no Grace Period for Charges related to Convenience Checks.
ii. Limitations. We have the right not to pay a Convenience Check for any reason. You may not use a Convenience Check to make a payment on your Account
or any other account with us. You must inform any person to whom you provide a Convenience Check that they must deposit the Convenience Check at their
own depository institution as we will not cash a Convenience Check at our branches for non-KeyBank customers.

2. CREDIT LIMITS AND CASH ADVANCE LIMITS

a. Generally. All Cards accessing your Account are subject to your Account's credit and cash advance limits. Your initial credit limit and cash advance limit are
located on the card carrier that was sent to you with your Card.

b. Credit Limit. Your credit limit is the maximum amount that you can have outstanding on your Account at any time. You agree not to initiate any Charges that
would cause your Account balance to exceed the credit limit. At our discretion, we may approve a Charge that causes your Account balance to exceed the credit
limit, but we do not treat such a Charge as a request for an increase to your credit limit. You are responsible for paying all Charges in excess of your credit limit
immediately. All Charges in excess of your credit limit will be included as part of your Minimum Payment.

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c. Cash Advance Limit. Your Cash Advance limit is only a portion of your total available unused credit limit. If no separate Cash Advance limit is listed on your Bill,
then your credit limit and your Cash Advance limit are the same.

d. Changes to Your Credit Limit and Cash Advance Limit. Without advance notice, we may change your credit limit at any time (which may also affect your
Cash Advance limit). We will notify you of any changes through your Bill or by sending you a separate notice, which may be after the change occurs.

3. USING YOUR CARD FOR CHARGES

a. Generally. You may use your Account for Purchases, Cash Advances, or Balance Transfers. Each type of Charge will have its own Balance. Each Balance may
have a separate APR. Certain Charges will also incur a transaction fee (as set forth in the Rates and Fees Table) (e.g. a Balance Transfer will incur a Balance
Transfer Fee). You must refer to the Rates and Fees Table for a complete listing of transaction fees specific to your Account. Other non-transaction based fees may
apply to your Account. Please see Section 7 below for an explanation of such fees.

b. Authorization of Charges. We do not guarantee this Card will be accepted by any merchant. We may refuse to authorize any Charge at our sole discretion,
even if there is sufficient available credit. We are not responsible for any losses associated with a declined Charge.

c. Balance Transfers. You can transfer balances to your Account by Notifying Us. We will charge a Balance Transfer fee on the amount of each Balance Transfer.
We permit Balance Transfers from most accounts issued by other banks. We do not permit Balance Transfers from other accounts or loans with us or any of our
affiliates. Note however, that if you transfer a balance using a Convenience Check, such Charge will be treated like any other Charge completed by a Convenience
Check. (See Section 1(d) regarding Convenience Checks).

d. Recurring Charges. Cardholders may authorize a third-party to bill Charges on a recurring basis to your Account. If you want to stop these Charges, you must
contact the third-party and direct the third-party that it is no longer authorized to make Charges to your Account. Recurring Charges may not process if your Card
number, expiration date or security code changes. You agree that we may, but are not required to, transfer recurring Charges to any replacement Card or Account.
If your Account is closed or suspended or we suspend making certain recurring Charges on your Account, you are responsible for making alternate payment
arrangements with the affected third-party.

4. INTEREST CHARGES

a. Your APR's are on the Rates and Fees Table. Variable Rates are calculated by adding together an index and a margin. The index is the Prime Rate as
published in the "Money Rates" section of The Wall Street Journal. At the end of your billing period, we look at the Prime Rate as published on the last business
day of the previous calendar month to determine your index. An increase or decrease in the index will cause a corresponding increase or decrease in your variable
rates effective as of the first day of your billing cycle that begins in the same month in which such change in the index is published. Your Rates and Fees Table will
indicate the "margin" applicable to your Account. If the APR increases you will pay a higher interest Charge and may have a higher Minimum Payment. If The Wall
Street Journal ceases to publish the Prime Rate, or it changes the definition of the U.S. Prime Rate, we may, in our sole discretion, substitute another index.

b. Minimum Interest Charge. If the interest calculation for the Billing Period (using the formula explained in Section 5 below) renders an amount greater than zero,
but less than the "Minimum Interest Charge" (as set forth in the Rates and Fees Table), we will add the Minimum Interest Charge to your Account in lieu of the
interest from the interest calculation. The Minimum Interest Charge is labeled as a fee on your Bill (rather than interest), and is added to the Purchase Balance.

5. INTEREST CALCULATION

a. Generally. Even though your Account may be accruing interest Charges during the entire Billing Period, we only post interest Charges to your Account once, at
the end of each Billing Period. (See formula below in subsection 5(b) for how we do this.) Because we do not post interest Charges until the end of the Billing
Period, if you make a payment mid-Billing Period intending to pay off the entire Account, be aware that you may not have taken into account interest accruing on
Balances not entitled to a Grace Period.

b. Interest Charge Calculation Formula. We charge interest on your Account using the Average Daily Balance Method with Compounding (including new
transactions). Note: the Glossary also contains a definition of Daily Periodic Rate (referred to as "DPR" in the formula below) and Average Daily Balance ("ADB" in
the formula below). For each Balance that makes up your Account we use the formula below:

(DPR) x (ADB) x (# of days in Billing Period) = Interest Charges

To arrive at the ADB used in the formula above, we perform the following calculation during the Billing Period for each specific Balance to come up with a Daily
Balance:

Beginning Balance (i.e. the previous day’s Daily Balance)

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+ New transactions

+ Fees specific to a particular transaction

Key Cashback Credit Card Terms & Conditions | KeyBank

+ Interest applicable to the previous day’s Daily Balance‡ using the DPR to calculate the interest

- Payments or credits

= Daily Balance

‡We treat any credit balance as a zero balance

We add together all of the Daily Balances for the Billing Period and then divide the number of days in the Billing Period to arrive at the ADB. The ADB amount can
then be used in the formula above to determine the actual interest Charges that will be added to (i.e. posted to) your Account.

You will be able to see the Interest Charges for each of the Balances on your Bill under the section entitled "Interest Charge Calculation". We then add up all of the
interest Charges for each Balance to get the total interest Charges for the Billing Period, which total can be found on the first page of your Bill in the box labeled
"Summary of Card Activity" under the heading of "Interest Charged".

c. Interest Charges and Fees Are Added to the Balances to Which They Apply. We add the applicable interest Charges to the Balances to which they apply
(for example, we add interest Charges on Purchases to the Purchase Balance). Likewise, we add the particular fees to the Balances to which they apply (for
example, we add the Balance Transfer Fee to the Balance Transfer Balance). Note that Cash Advance Fees, Overdraft Protection Transfer Fees and Convenience
Check Fees are added to the Cash Advance Balance. Fees that do not apply to a particular Balance are added to the Purchase Balance.

d. Grace Period Applies Only to Purchases. Only the portion of the Purchase Balance attributable to Purchases will be provided a Grace Period. Other Charges
in the Purchase Balance (such as Convenience Checks) will be charged interest from the date of the transaction at the disclosed APR. (For more information, see
Section 1(d) regarding Convenience Checks). Also, there is no Grace Period for Balance Transfers or Cash Advances.

e. How the Grace Period Works to Avoid Interest on Purchases. In order to receive a Grace Period on your Purchases, you will need to pay in full on or before
the Due Date the "New Balance" on your Bill. As long as you continue to pay the entire "New Balance" on your Bill on or before the Due Date each consecutive
Billing Period, your Purchases will receive a Grace Period. If you do not pay your Bill in full (including the amount of any special promotions, Convenience Check
offers, etc.), you will lose your Grace Period. If you lose your Grace Period by making only a partial payment that is at least equal to the Minimum Payment on or
before the Due Date, then in the next Billing Period, we will apply your partial payment as of the first day of that next Billing Period. If you lose your Grace Period,
you may earn it back by paying the entire "New Balance" listed on any subsequent Bill. Once you have paid the New Balance on your Bill in full on or before its Due
Date, you will receive a Grace Period for any Purchases made in the next Billing Period (subject to loss as set forth above). Note: in this section, the "next" Billing
Period means the Billing Period which started immediately following the Billing Period for which you paid your Bill in full on or before the Due Date, which Due Date
falls in the Billing Period identified in this section as the "next" Billing Period.

f. When We Begin to Charge Interest. Except as set forth in the previous section entitled "How the Grace Period Works to Avoid Interest on Purchases", all
Charges begin to accrue interest from the date of the transaction (which may be earlier than the posting date). Such Charges will continue to accrue interest until
paid in full.

g. When We Add Charges. We add Charges to your Account no earlier than the date of the transaction. Generally the date of the transaction will be the sale date
for the Purchases, the date you request a Balance Transfer or a Cash Advance, or the date the payee deposits a Convenience Check. There may be delays in
posting Charges to your Account. Although we generally add the fees associate with a specific Charge on the same date that we add the Charge, for non-
transaction related fees, we post them when the service is requested (e.g. when a statement reprint is requested) or when the assessment occurs (e.g. late fees at
the end of the Billing Period). Note that any Balance may be subdivided to accommodate for special terms Convenience Checks or other promotional Balances.

6. OVERDRAFT PROTECTION ADVANCE ("OD ADVANCES")

a. Generally. You may elect to set up this Account to cover overdrafts on your KeyBank checking account by Notifying Us. Only one OD Advance will be made
each day. Additionally, we will charge an Overdraft Protection Transfer Fee (as set forth in the Rates and Fees Table) to this Account each day an OD Advance
occurs. OD Advances will be treated as Cash Advances. The terms of this Agreement and your checking account agreement will apply.

b. Overdraft Protection Set-Up. Overdraft Protection is typically available within ten business days of receipt of the request. To confirm your request for Overdraft
Protection has been processed and is available:

1. Call or visit your local branch.

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2. Check your Account at Key.com on the "Financial Details" tab.
3. Call our Client Satisfaction Center at 1-800-KEY2YOU (1-800-539-2968), or for our hearing impaired clients TDD/TTY 1-800-539-8336.

c. Limitations on Eligibility. In order to link this Account to your checking account, all persons who applied for this Account or who are liable on this Account must
be owners of the checking account. If at any time for any reason the persons who applied for this Account or who are liable on this Account and the owners of the
checking account are different, your right to take OD Advances will terminate.

d. OD Advances. Once you activate this feature we will link this Account to your KeyBank checking account. When specified below, a Charge will be made to this
Account (here an "Overdraft Protection Advance" or "OD Advance") and the funds represented by such Charge will be transferred to your linked checking account.
You request and agree that these automatic OD Advances be made.

e. Timing of OD Advances. At the end of each business day, an automatic OD Advance will be made on this Account when the total amount of withdrawals from
your linked checking account made during the day and service charges we post to your linked checking account for the day, exceed the amount of funds in such
linked checking account that is available for withdrawal.

f. Amount of OD Advances. You agree that the amount of the OD Advances will be advanced from this Account up to the amount that is available under your
Cash Advance limit. The Cash Advance limit amount used for authorization of OD Advances is calculated as of the end of the prior business day and may be
updated with current day information if available. Cash Advances occurring during the day will reduce the amount of the Cash Advance limit available for OD
Advances. The automatic OD Advance will equal the lesser of the amount needed to cover the unpaid amount of withdrawals and service charges in your Checking
Account, or the amount of available funds under your Cash Advance limit, rounded up to the nearest $50.00 increment.

g. Our Reservation of Rights. We may pay items into overdraft, at our discretion, and charge an overdraft fee on your Checking Account if you do not have
available funds under your Cash Advance limit for an OD Advance of the total overdraft amount. If you fail to properly maintain your accounts, in addition to other
rights and remedies we have, we may terminate your Overdraft Protection.

h. Cancellation of OD Protection. You may cancel the Overdraft Protection services at any time by giving us written notice at the address printed on your Bill. We
may cancel your Overdraft Protection and stop making OD Advances at any time.

7. FEES

a. Transaction Fees. We charge fees in connection with specific Charges you have initiated. For example, we charge a Balance Transfer Fee, when you request a
Balance Transfer. Please see the Rates and Fees Table for a full listing of all of our transaction fees. The fees for Foreign Currency Transactions (as set forth in the
Rates and Fees Table) are calculated as set forth in the definition in the Glossary.

b. Late Payment Fee. If you make a Late Payment, we may charge you a Late Payment fee. For a detailed explanation of this fee, please see the Rates and Fees
Table (particularly the additional language following such table which contains additional terms of your Cardmember Agreement). The Late Payment Fee will not
exceed the Minimum Payment amount.

8. PAYING US

a. Your Bill. You agree to pay us all amounts that we lend you on your Account, together with the interest Charges and fees as provided in this Agreement.
Additionally, you may pay all or part of your Account balance at any time. For each Billing Period, you agree to pay at least the Minimum Payment on or before the
Due Date in accordance with our Standard Payment Instructions. If you don't receive a Bill by the date when you usually receive it, Notify Us at once.

b. Minimum Payment. If you do not pay the Minimum Payment by the Due Date, we may charge you a Late Fee and you will be in Default.

Your Minimum Payment will include any amount in excess of your credit limit plus the greater of:

$30.00, or
1% of the outstanding Balance on the Account (inclusive of all fees other than the late fee) plus interest charges, late fees and any past due amount.

In any case, your Minimum Payment will not exceed the New Balance on your Bill.

c. Making a Payment.

i. By Check. You authorize us to either use information from your check to make a one-time electronic fund transfer from your account or to process the
payment as a check transaction.
ii. By Phone. If you call us to make a payment to us over the phone, you authorize us to make such payment in accordance with your instructions. You agree
that we may either record your oral authorization during the call or send you notice by mail or e-mail of the authorization.

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iii. When Payments are Received. When you schedule a payment with us through our online banking website or our mobile site before our cut-off times, we
consider the payment received by us on such date, even though the funds associated with such payment have not been collected by us. When you send us a
check that satisfies our Standard Payment Instructions and the physical check arrives before our cut off times, we consider it received upon arrival. However, if
you initiate a payment to us through another institution or third party, we will not credit it to your Account until we receive the funds associated with such
payment. If a payment you send us is reversed for any reason, you may be charged a late fee and lose your Grace Period.

d. Cut off Times, Weekends, and Holidays. You must follow the payment instructions (including cut off times) provided on your Bill, as well as the Standard
Payment Instructions defined in the Glossary. To be credited on day of receipt, payments must be received by the cut-off time. We are not required to, but may,
extend the cut-off time at our discretion for certain electronic payment channels. If your Due Date falls on a weekend or holiday, we will treat mailed payments
received by us by the cut off time on our next business day as being received by us on the Due Date.

9. HOW WE APPLY YOUR PAYMENTS

a. Crediting Payments to Your Account. As long we receive your Minimum Payment on or before the Due Date in accordance with our Standard Payment
Instructions and before our cut off times, you will not be charged late fees. We will credit your payment as of the day it is received, even though there may be
delays in posting the payment to your Account. If we post a payment after the Due Date that was received by us before the Due Date, we will adjust your Account
for late fees and interest accrual, if applicable. We may accept and process late, partial and payments marked as "paid in full" without losing our rights under this
Agreement. Any such payments must be sent to the special address identified on your Bill.

b. Payments in Excess of the Minimum Amount. If you make more than the Minimum Payment when due, the excess above the Minimum Payment is applied to
Balances with the highest APRs first, unless otherwise required by law.

c. Payments Less Than or Equal to the Minimum Payment. We may apply the amount of your payment less than or equal to your Minimum Payment and any
credits to your Account in any way we choose. We generally apply these payments to lower APR Balances first, which means you may pay higher interest Charges.

d. How Payments Affect Your Credit Limit. We do not immediately increase the amount of total available credit under your Credit Limit upon receipt of your
payment. Depending upon your payment amount and other factors you may not be able to reborrow the payment amount for a reasonable amount of time to
ensure your payment has cleared, depending upon the payment method you chose. This allows us a reasonable amount of time to collect the funds associated
with your payment and help you manage your Credit Limit to avoid over limit situations. When you make a payment to us from an account that is not controlled by
us, you should reference the disclosures provided in connection with such payment channel to determine the approximate amount of time that it takes such
payment to reach us.

e. Credit Balances. You may request a refund of credit balances at any time. If no refund is requested, we will apply credit balances to new Charges, unless
prohibited by law.

10. DEFAULT AND ENFORCEMENT

a. Generally. If your Account is in Default, we may close your Account or terminate or suspend your credit privileges without notice and require full payment of your
outstanding Balance immediately. We can also begin collection activities. To the extent permitted by law, if you are in Default because you have failed to pay us, we
will require you to pay our collection costs, attorneys' fees, court costs and all other expenses of enforcing our rights under this Agreement.

b. Enforcement. We may choose to delay enforcing or waive any of our rights under this Agreement. We can delay enforcing or waive any of our rights without
affecting our other rights. If we waive a right, we do not thereby waive the same right in other situations.

11. CLOSING YOUR ACCOUNT

a. Closing Your Account. You may close your Account at any time by Notifying Us. We may close or suspend your Account at any time for any reason without
telling you first. If there are any unpaid amounts on your Account when it is closed, you remain responsible for paying all unpaid amounts. After closure, we will no
longer authorize Purchases, Balance Transfers, Cash Advances or other Charges initiated by you, but your Account Balances will continue to accrue interest
Charges and fees and remain subject to all other terms of this Agreement. As long as your Account is not in Default, you will be permitted to pay your Bill monthly
until your Account is paid in full. If your Account is in Default when it is closed please refer to Section 10 of this Agreement regarding Default and Enforcement for
further information as to payment responsibilities.

12. LOST, STOLEN, OR COMPROMISED CARDS/ACCOUNT

a. Notify Us. You must Notify Us immediately and stop using your Account.

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b. Liability. You will not be liable for any unauthorized use that occurs after you Notify Us. You may, however, be liable for unauthorized use that occurs before you
Notify Us. In any case, your liability will not exceed $50. A Charge that falls into the definition of an Authorized Charge will not be considered unauthorized use.

13. COMMUNICATIONS

a. Mailings. We will send Bills and other Account related communications to your Address On File, which may also include an alternate address you have provided
us for specific purposes we agree upon. We will not send a new or replacement Card to a post office box or to your Address On File if it has recently changed.

b. Mobile Communications. You expressly authorize KeyBank National Association and its service providers, affiliates, agents, successors, assigns, and third
party debt collectors to contact you on any of your mobile phone numbers, whether you provide those numbers to KeyBank (now or in the future) or whether
KeyBank identifies those mobile numbers via other sources including, but not limited to, those obtained via skip tracing or those provided by third parties. This
consent applies to all calls including text messages or telephone calls made via or using an automatic telephone dialing system, autodialer, and/or an automated or
prerecorded voice. This consent applies to any and all accounts including, but not limited to, depository accounts, loans, lines of credit, credit cards, or other
relationships you have with KeyBank (including business accounts upon which you are identified as a point of contact or an authorized user), including those you
already have or any that you may obtain in the future, and this consent permits calls regardless of their purpose. These calls and messages may incur access fees
from your cellular provider.

c. Telephone Monitoring. We may listen to and record your telephone calls with us.

d. Authenticating Your Identity. When you call us, we may ask you certain information to be comfortable it is you we are talking to. We may also ask for such
information when you are writing to us via mail or signing on to our online banking site or our mobile site. We will not ask you via e-mail to provide us any identifying
information so be aware not to respond to any phishing e-mails.

e. E-Mail Communications. We may also send an email to any e-mail address you have provided us or any e-mail address where we reasonably believe we can
contact you.

f. Changes to Your Information. You are required to Notify Us any time you move or otherwise want to change your Address On File. Notify Us immediately of any
changes to your phone numbers, e-mail address, Address On File or other contact information. Please see definition of "Notify Us" for methods of contacting us.

14. CREDIT INFORMATION

a. Credit Information We Receive About You. We may obtain and review your credit history from credit reporting agencies and others, including in connection
with the servicing and collection of your Account. As a part of servicing, we will review your Account on a regular basis to determine if you are eligible for certain
promotional offers related to your Account and you authorize us to do so.

b. Credit Reporting We Do on Your Account. We provide information about this Account to consumer reporting agencies and others for you as well as for any
Authorized User. As Authorized Users are not liable for repayment of this Account, an Authorized User may request that we cease reporting this Account for him or
her. If an Authorized User makes such a request, we will remove the Authorized User from the Account.

c. Disputes. If you think we provided incorrect information, write to us at the address provided in the section of your Bill labeled "What To Do If You Think You Find
A Mistake On Your Statement" and we will investigate.

15. OTHER PROVISIONS

a. Applicable Law. This Agreement and the Account will be governed by federal law, and to the extent state law is applicable, the laws of the state of Ohio, and
these laws will apply no matter where you live or use this Account.

b. Amendments. We may change or terminate all or any part of this Agreement, including without limitation APRs and fees, at any time. We may also add new
terms or delete terms. Any changes will be in accordance with applicable law, and we will provide notice as required by law.

c. Assignment. We may sell, Assign or transfer the Agreement and the Account or any portion thereof without notice to you, and the purchaser, assignee, or
transferee shall have the same rights as we do under this Agreement. You may not sell Assign, or transfer the Account.

d. Severability. Except as specifically provided in Section 16 below, if any provision of this Agreement is finally determined to be void or unenforceable under any
law, rule or regulation, all other provisions of this Agreement will remain valid and enforceable.

e. Restrictions on Use. KeyBank may restrict use of your Card in any jurisdiction or country where such use would be contrary to U.S. law or regulation, or which
is identified as presenting a high risk of fraud. Please call 1-800-KEY2YOU for the current list of countries where Charges are restricted.

16. ARBITRATION PROVISION

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This Arbitration Provision will not apply to new accounts opened on or after October 3, 2017 by Covered Borrowers as such term "Covered Borrower" is
defined by the Military Lending Act, 10 U.S.C. 987 e. seq. and its implementing regulations.

a. Agreement to Arbitrate. This Arbitration Provision sets forth the circumstances and procedures under which a Claim or Claims (as defined below) may be
arbitrated instead of litigated in court. This Arbitration Provision supersedes and replaces any existing arbitration between you and us.

b. Opt-Out and Rejection Notice. You have a limited right to opt-out of this Arbitration Provision. If you do not follow the opt-out procedures set forth in this section
exactly, the Arbitration Provision section will apply. This Arbitration Provision will apply to this Account unless you notify us in writing that you reject the
Arbitration Provision within 60 days of opening this Account. Send your rejection notice to KeyBank N.A., PO Box 93752, Cleveland, Ohio 44101-5752.
Your notice must be legible and include your name, the names of any joint Account holders and the Account number(s), the last four digits of your card
number, the date of your notice, your address (street, city, state and zip code), your daytime telephone number, and must be signed by at least one of
the joint Account holders. Your rejection notice should not include any other correspondence. Calling us to reject the Arbitration Provision or providing
notice by any other manner or format than as described above will not operate as a rejection of this Arbitration Provision and consequently this
Arbitration Provision will become part of this Agreement. Rejection of this Arbitration Provision does not serve as a rejection of any other term or
condition of the Agreement with us governing your Account(s).

c. Definition of Claim. As used in this Arbitration Provision, the word "Claim" or "Claims" means any claim, dispute, or controversy between you and us arising
from or relating to this Agreement or the Account, including without limitation, the validity, enforceability, or scope of the Arbitration Provision or this Agreement.
"Claim" or "Claims" includes claims of every kind and nature, whether pre-existing, present or future, including without limitation, initial claims, counterclaims, cross-
claims, and third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, constitutions, statutes, regulation, common law, and equity
(including, without limitation, any claim for injunctive or declaratory relief). The word "Claim" or "Claims" is to be given the broadest possible meaning and includes,
by way of example, and without limitation, any claim, dispute, or controversy that arises from or relates to (a) any Account subject to the terms of this Agreement (b)
any electronic funds transfer from or to any Account (c) advertisements, promotions, or oral and written statements related to this Agreement or the Account, (d)
your application for the Account; and (e) the collection of amounts owed by you to us. Notwithstanding this arbitration provision, if you have a Claim that is within
the jurisdiction of the small claims court or your state's equivalent court, you may file your Claim there. If that Claim is transferred, removed or appealed to a
different court, then we have the right to choose arbitration.

d. Arbitration Process Generally. This Arbitration Provision will not apply to Claims previously, or which are later asserted, in lawsuits filed before the effective
date of this Arbitration Provision or any prior arbitration provision between you and us, whichever is earlier. However, this Arbitration Provision will apply to all other
Claims, even if the facts and circumstances giving rise to the Claims existed before the effective date of this Arbitration Provision.

Any Claim shall be resolved, upon the election of you or us, by binding arbitration pursuant to this Arbitration Provision and the applicable rules of either the
American Arbitration Association or J.A.M.S/Endispute in effect at the time the Claim is filed (the "Arbitration Rules"). You may select one of these organizations to
serve as the arbitration administrator if you initiate an arbitration against us or if either you or we compel arbitration of a Claim that the other party has brought in
court. In addition, if we intend to initiate an arbitration against you, we will notify you in writing and give you twenty (20) days to select one of these organizations to
serve as the arbitration administrator. If you fail to select an administrator within that twenty (20)-day period, we will select one. In all cases, the arbitrator(s) should
be a lawyer with more than ten (10) years of experience or a retired judge. If for any reason the selected organization is unable or unwilling or ceases to serve as
the arbitration administrator, you will have twenty (20) days to select a different administrator from the above list; if you fail to select a different administrator within
the twenty (20)-day period, we will select one. In all cases, a party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any Claim(s)
subsequently asserted in that lawsuit by any other party or parties.

IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM
IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE
APPLICABLE ARBITRATION RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY
CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION EXCEPT AS SET FORTH BELOW. THE ARBITRATOR'S DECISION
WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE
AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A
COURT.

There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis. Furthermore, arbitration can only decide your or our
Claim(s) and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided
for in the applicable Arbitration Rules. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence.

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e. Arbitration Fees. At your written request, we will pay all fees charged by the arbitration administrator for any Claim(s) asserted by you in the arbitration, after
you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If
you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again.) If the arbitrator issues an award in our favor,
you will not be required to reimburse us for any of the fees we have previously paid to the administrator or for which we are responsible.

f. Attorney Fees. Each party shall bear the expense of that party's attorneys', experts', and witness fees, regardless of which party prevails in the arbitration,
unless applicable law and/or this Agreement gives you the right to recover any of those fees from us. In the event you do not prevail in the arbitration, we will not
seek to recover our attorneys', experts' or witness fees from you.

g. FAA. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9
U.S.C. Sections 1 et. seq. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims
of privilege recognized at law, and at the timely request of any party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration
proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA and except
that, if the amount in controversy exceeds $10,000.00 any party can appeal the award to a three-arbitrator panel administered by the arbitration administrator which
shall reconsider de novo (i.e. without regard to the original arbitrator's findings) any aspect of the initial award requested by the appealing party. The decision of the
panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party regardless of the outcome of the appeal.

h. Survival. This Arbitration Provision shall survive termination of all Accounts subject to this Agreement. If any portion of this Arbitration Provision is deemed
invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the remaining portions of this arbitration provision or the Agreement.
In the event of a conflict or inconsistency between the applicable Arbitration Rules and this Arbitration Provision, this Arbitration Provision shall govern.

i. Contacting Arbitration Administrators. If you have a question about the arbitration administrators mentioned in this Arbitration Provision or would like to obtain
a copy of their Arbitration Rules or fee schedules, you can contact them as follows: American Arbitration Association, 1633 Broadway, 10th Floor, New York,
New York 10019, www.adr.org, (800) 778-7879. Commercial or Consumer Rules, J.A.M.S./Endispute, 222 South Riverside Plaza, Suite 1850, Chicago, IL 60606;
www.jamsadr.com (800) 352-5267, Financial Services Arbitration Rules and Procedures.

17. YOUR BILLING RIGHTS

a. Keep This Document for Future Use. This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

b. What to Do If You Find a Mistake On Your Statement. If you think there is an error on your statement, write us at the address shown on your Monthly
Statement. In your letter, give us the following information:

Account information: Your name and Account number.
Dollar amount: The dollar amount of the suspected error.
Description of the problem: If you think there is an error on your Bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us:

Within 60 days after the error appeared on your Monthly Statement.
At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to pay
the amount in question.

c. What Will Happen After We Receive Your Letter. When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.
2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the Bill is correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question or report you as delinquent on that amount.
The charge in question may remain on your Monthly Statement, and we may continue to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your Balance.
We can apply any unpaid amount against your credit limit.

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After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
If we do not believe there was a mistake: You have to pay the amount in question, along with applicable interest and fees. We will send you a statement
of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your Bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot
report you as delinquent without also reporting you are questioning your Bill. We must tell you the name of anyone to whom we reported you as delinquent, and we
must let those organizations know when the matter has been settled between us.

If we do not follow all of these rules above, you do not have to pay the first $50 of the amount you question even if your Bill is correct.

d. Your Rights If You Are Dissatisfied With Your Credit Card Purchases. If you are dissatisfied with the goods or services that you have purchased with your
Card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the Purchase.

To use this right, all of the following must be true:

1. The Purchase must have been made in your home state or within 100 miles of your current mailing address, and the Purchase price must have been

more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that
sold the good or services.)

2. You must have used your Card for the Purchase. Purchases made with cash advances from an ATM or with a check that accesses your Account do not

qualify.

3. You must not yet have fully paid for the Purchase.

If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us in writing at the address shown on your Monthly Statement.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point,
if we think you owe an amount and you do not pay, we may report you as delinquent.

18. ADDITIONAL DISCLOSURES FOR RESIDENTS OF SPECIFIC STATES

a. New York and Vermont Residents. You agree to give us permission to obtain one or more credit reports from consumer reporting agencies in connection with
this application, any transaction or extension of credit that may result from this application, and on an ongoing basis, for the purposes of performing a routine and
occasional verification of credit on the Account, updating or renewing the Account, adjusting the credit limit on the Account, taking collection action on the Account,
or for any other legitimate purposes associated with the Account. Upon your request, you will be informed of whether or not a consumer credit report was ordered,
and if it was, you will be given the name and address of the consumer reporting agency that furnished the report.

b. Ohio Residents. The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers and that credit
reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.

c. Utah Residents. As required by Utah law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit
reporting agency if you fail to fulfill the terms of your credit obligations.

19. GLOSSARY OF DEFINITIONS

Each term that is capitalized in this Section 19 is defined by us, except that we do not capitalize the words "you, your, yours, we, us, our," but such terms will have
the meanings set forth in the definitions below. All of the definitions in this Section 19 are a part of the Agreement between us.

Terms:

Account

Address On File

Definitions

Defined in the first paragraph of this Agreement.

Your Address On File is the address that you provided on your application to open this credit card Account, unless (1)
we have received and processed your written notice of a change of address provided in accordance with the terms
disclosed on the back of your Bill, in which case that new address is the address of record; or (2) in the event that your
address changes before we have sent out your first Bill, we have received and processed your written notice of a
change of address sent to us at the address for mailing payments.

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Agreement

Defined in the first paragraph of this Agreement.

Key Cashback Credit Card Terms & Conditions | KeyBank

APR or Annual Percentage Rate

APR or "annual percentage rate" is an annualized interest rate. Different APRs may apply to different balances on your
Account, such as your Purchase Balance or your Cash Advance Balance. We use the APR that applies to each
Balance to calculate the interest that you owe us on the Account.

Assign

Authorized Charge

We Assign your Agreement if we sell or pass to a third party any or all of our rights or obligations under the Agreement,
including any amount that you owe under the Agreement. Subject to the extent of the assignment, any party to whom
we Assign your Agreement will enjoy all our rights under the Agreement, including contractual rights to collect amounts
that you owe on the Account.

An Authorized Charge is any Charge that you or any Authorized User makes on the Account, and any fees
and interest charges owing on the Account.
Any Charge made by an Authorized User is an Authorized Charge. This is true even if you told the
Authorized User not to make that specific Charge.
A Charge will still be authorized even if it is an illegal transaction (like illegal gambling charges), or it puts
you over your credit limit, or it is made after your Account has closed.
An Authorized Charge can be made over the telephone, in person, on the Internet, or in any other way that
your Account can be used.

Authorized User

If you ask us to issue a Card on this Account to another person, he or she is an Authorized User. In addition, if you give
your Card or Card number to another person, he or she is an Authorized User.

Average Daily Balance Method With
Compounding

Balance

According to this method, we calculate the interest Charges for each Balance by applying the "daily periodic rate" for
that Balance to the "average daily balance" for that Balance. We multiply the result by the number of days in the Billing
Period. That gives us the total interest charges for that Balance for that Billing Period.

The "Daily Periodic Rate" is a daily interest rate. The Daily Periodic Rate for a given Balance is equal to the APR for
that Balance divided by 365.

We calculate the "average daily balance" for each balance. We do this by starting with the beginning amount of that
Balance for each day. We add any new Charges for that day, add any interest on the previous daily balance if there is
one in that Billing Period, and subtract any payments or credits. This gives us the "daily balance." We calculate the
"average daily balance" for each Balance by adding all the daily balances for each day in the Billing Period and then
dividing by the total number of days in the Billing Period. The addition of the prior day's interest to the daily balance
calculation causes interest to compound daily.

We add fees that are specific to a particular Charge to the same daily balance as that particular Charge. We add all
other applicable fees to your Purchase Balance as of the first day of a Billing Period.

1. We put each Charge on your Account, including interest or fees, into a Balance category.
2. We use the different Balances to calculate the correct interest Charges on your Account. If any type of

Charge has a separate interest rate, we will put it into a separate Balance. This means that your Account
may have separate Balances for Purchases, Cash Advances, and Balance Transfers. It also means that if
any Charges are subject to an introductory or other promotional interest rate for a period, we will place such
Charges into a separate Balance for the time period that you qualify for the special rate.

3. We place interest Charges into the Balance that generated those Charges. For example, we place interest

Charges on Purchases into your Purchase Balance.

4. We place fees that result from a specific Charge into the same Balance as that specific Charge. For

example, we place a Foreign Transaction Fee that we assess on a Cash Advance into your Cash Advance

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Balance. We place fees that do not result from a specific Charge, such as a Late Payment fee, into your
Purchase Balance.

Balance Transfer

You make a Balance Transfer when you contact us to transfer a Balance electronically or by phone.

Billing Period (also referred to by us
as the Billing Cycle)

Bill

(also referred to by us as your
Monthly Statement)

The Billing Period is the fixed period of time covered by the Bill we send you. The Bill will show your new
Charges, including interest and fees, and any payments that posted to your Account during that period.
Each Bill that we send will identify the Billing Period that it covers.
If you have a credit or debit on the Account of $1 or more at the end of any Billing Period, we will send you a
Bill, showing what you owe us as of the end of that Billing Period.

Your Bill is the statement of your Account. Your Bill will tell you the total amount that you owe us as of the
end of the last Billing Period. It will also tell you the Minimum Payment that you must make to us by the
stated Due Date.
We will send you a Bill at the end of each Billing Period if at that point you have a credit or debit on the
Account equal to or more than $1. We may not send you a Bill, however, if we have decided your Account is
uncollectible or if we have sent the Account for collection proceedings against you.
In our discretion, we may choose to send you a Bill even if you do not have a credit or debit of $1 or more.

Card

Cardholder(s)

Cash Advance

Your Card is the physical Card, the Account number, or any device (including a Convenience Check) that can be used
to access your Account.

You and/or any Authorized User.

You receive a Cash Advance when you use your Card or Account to do any of the following:

1. obtain cash from an automated teller machine (ATM); or
2. obtain cash from any other source; or
3. make a wire transfer; or
4. buy foreign currency; or
5. buy traveler's checks; or
6. buy money orders; or
7. buy Lottery tickets; or
8. buy gambling chips and wagers.

Charge

Convenience Check

Any transaction (i.e. a Purchase, Balance Transfer, or Cash Advance), interest, or fee, regardless of how such Charge
is made (by Card, Convenience Check, automatic posting or otherwise).

The terms checks or Convenience Checks are access devices used to make a Charge to your Account and are
collectively referred to in this Agreement as a Convenience Check. Although Convenience Checks may be used to
make Purchases, Cash Advances and Balance Transfers, the Charges resulting from the use of a Convenience Check
may be posted to the Purchase Balance or a special promotional Balance, but they will begin to accrue interest
immediately and will not be entitled to a Grace Period.

Daily Periodic Rate or DPR

DPR stands for "Daily Periodic Rate." This is a daily interest rate. The daily periodic rate or DPR for a given Balance is
equal to the APR on that Balance divided by 365.

Default

You are in Default on the Account if:

1. You do not make at least the Minimum Payment when it is due; or

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2. You have exceeded one or more of your credit limits; or
3. A payment you make is rejected or cannot be processed; or
4. You provide us false, misleading, or fraudulent information; or
5. You fail to comply with any term of the Agreement; or
6. You are bankrupt or insolvency proceedings are filed against you; or
7. We believe you may be unwilling or unable to pay your debts on time; or
8. You die or are legally declared incompetent or incapacitated; or
9. We become aware that you are using your Card for illegal or fraudulent purposes.

The Due Date is the date by which we must receive your payment in order for it to be on time. Your Bill lists
the Due Date.
Your Due Date will always fall on the same calendar day of the month. It will be at least 21 days from the
date that we send you the Bill, and at least 25 days from the end of your most recently ended Billing Period.
To be on time, we must receive your payment on or before the Due Date and by the time stated on your Bill.
If we do not receive or accept payments by mail on the Due Date, your payment will be on time if it is
received by the next day that we accept or receive payments by mail.

A Foreign Transaction is a Purchase and/or Cash Advance that you either (i) make in a foreign currency, or
(ii) make outside of the United States or its territories, even if made in U.S. dollars.
Transactions you initiate in the United States through the internet may be considered made outside the
United Sates if the merchant is located outside of the United Sates, and therefore may be considered a
Foreign Transaction.
Regardless of the above language, Key will not treat as a Foreign Transaction any transaction that is both (i)
made in Canadian dollars or U.S. dollars, and (ii) made with a merchant whose business is located in
Canada and/or the United States or the territories of the United States.
Foreign Transactions may be assessed a Foreign Transaction Fee as set forth in the Rates and Fees Table.
Mastercard International ("Mastercard") will convert foreign currency transactions using a government-
mandated or wholesale rate in effect on the processing date (which may differ from the rate on the date of
your transaction or the posting date). The rate used may differ from the rate that Mastercard actually
receives.

A Grace Period exists with respect to Purchases when you do not have to pay interest on those Purchases.
See Section 5 of the Agreement which explains how a Grace Period may apply to your Account.

A Late Payment is your failure to make at least the Minimum Payment so that it reaches us by or before the time and
Due Date on your Bill.

Refer to Section 8 of the Agreement for the definition and calculation of the Minimum Payment. We also list your
Minimum Payment amount on your Bill.

Call us at the phone number provided on your Bill or the back of your Card, or write to us at the appropriate address
indicated on your Bill (note there are multiple addresses on your Bill and you must choose the address appropriate to
your reason for contacting us).

See definition for OD Advances set forth in Section 6 of the Agreement.

This is the U.S. Prime Rate published in the Wall Street Journal. If the Wall Street Journal no longer publishes a prime

Due Date

Foreign Transaction

Grace Period

Late Payment

Minimum Payment

(also referred to by us as the
Minimum Monthly Payment)

Notify Us

OD Advances

Prime Rate

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rate, we will use a similar published rate that we choose.

Protected Balances

Purchases

Returned Payment

Protected Balances are amounts owing on the Account that under law are not subject to an increase in interest rates or
fees. In general, a protected balance includes any charge incurred before or within 14 days after we send notice of such
an increase. If you receive notice of an increase in an interest rate, the notice will tell you the Charges to which the new
rate will apply.

A Purchase is the use of your Card to buy or lease products or services. The purchase of cash or cash equivalents, like
casino chips or lottery tickets, is a Cash Advance, not a Purchase.

This is a payment that you make to us that is not honored by your financial institution.
Although we do not charge a Returned Payment fee, your financial institution may impose fees on you for
the Returned Payment.
At our discretion, we may re-submit a Returned Payment to your financial institution.

Standard Payment Instructions

You must pay your credit card Bill in a manner that meets all the following conditions:

1. You must pay in U.S. Dollars; and
2. You must not pay in cash, unless you pay at one of our branches; and
3. Except for payments made pursuant to (2) above, your payment must be drawn on a U.S. deposit account,

or by a cashier's check drawn on a U.S. bank or a foreign bank branch in the U.S.; and

4. You must not attach any restrictive language to your payment; and
5. You must not pay from a credit account that we provide you, such as a check drawn on any credit card

account that you have with us; and

6. If you make payment in a paper form (like a check, money order, or cashier's check), you must include the

payment coupon from your statement OR write your credit card Account number on the payment. 
In addition:

7. If we decide in our discretion to accept a form of payment that does not meet these Standard Payment

Instructions, we do not waive our rights to continue to require payments that comply with these instructions;
and

8. If we decide in our discretion to accept a payment that you make to us in a foreign currency, we will choose

the conversion rate.

we, us, and our

KeyBank National Association, the issuer of your Account and Cards.

Workout Arrangement

This is a special arrangement between us and you in which we agree to a temporary reduction in applicable interest
rates or fees in return for your agreement to follow a defined payment schedule. Any such agreement will be in writing.
It may provide that upon completion of the workout arrangement or upon your failure to comply with the terms of the
workout arrangement, interest rates and fees may increase up to the same terms as were in effect before the workout
arrangement.

you, your and yours

Any person who applied for the Account and any other person liable on the Account by any other means.

Key Cashback® Credit Card Program Terms and Conditions

These Terms and Conditions provide you with detailed information about how the Key Cashback Credit Card program works, and is an agreement between you
and KeyBank. This is a separate and independent agreement from the Cardmember Agreement; however, it is subject to the Arbitration Provision of the
Cardmember Agreement, which is incorporated herein by reference. Additionally, defined terms used in these Terms and Conditions, unless otherwise defined
herein, will have the meanings ascribed to them in the Cardmember Agreement. When you, or an Authorized User, use your Account or Card, it means you accept

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these Terms. This information is provided to you, the Cardmember, from us, KeyBank National Association, the issuer of your Key Cashback Credit Card (the
"Card").

1. Definitions. In these Terms, the following words have special meanings:

a. "bank" means you own an eligible checking account, excluding health savings accounts, with us with $1,000 in aggregate deposits as calculated in
accordance with the terms of Section 4 below.
b. "Cashback Rewards" means the rewards you earn under the Program.
c. "Eligible Purchase" means Purchases of goods and services for personal, family, or household use you, or an Authorized User, makes, minus any refunds
or returns, and excluding any of the transactions described in Section 3 below.
d. "Program" means the Key Cashback Credit Card program.
e. "save" means you own and maintain either savings accounts with an aggregate minimum daily balance of $1,000 or investment account(s) with an
aggregate minimum daily balance of $1,000 with us, as calculated in accordance with the terms of Section 4 below.
f. "Terms" means the Key Cashback Credit Card Program Terms and Conditions, as they may be amended or modified from time to time.
g. "we," "us," "our," and "KeyBank" means KeyBank National Association, and its affiliates, the issuer of your Account and Cards.
h. "you," "your," and "yours" means any person who applied for the Account and any other person liable on the Account by any other means.

2. Changes to the Terms or Program.

a. Generally. We may make changes to the Program, and these Terms, at any time. For example, we may:

Add new terms or delete terms

Change how you earn Cashback Rewards

Change how you use or redeem your Cashback Rewards

We may also temporarily prohibit you from earning Cashback Rewards, using Cashback Rewards you have already earned, or using any other feature of the
Program. We may supplement these Terms with additional terms, conditions, disclosures, and agreements, which will be incorporated into these Terms.

b. When we will provide you with advance notice. We will provide you with 30 days' prior advance notice of the following types of changes to the Program or
these Terms:

If we add or increase fees applicable to the Program

If we change the rate at which you earn your Cashback Rewards

If we limit the amount of Cashback Rewards you can earn

If we cancel the Program

We will provide you notice of these types of changes in writing, which, at our option, may be delivered to you electronically through email or through our online
services.

c. Other notices. We will provide notice of other changes to the Program or these Terms by posting an updated copy of these Terms when you log into our
website, www.key.com .

3. How you can earn Cashback Rewards. You earn Cashback Rewards when you, or an Authorized User, uses a Card to make most Purchases of goods and
services, minus refunds or returns. The Account and your Cashback Rewards are for personal, family and household use, and we reserve the right to disallow or
remove Cashback Rewards awarded for Purchase made for other than personal, family or household use. Additionally, certain transactions do not count as
Purchases for purposes of earning Cashback Rewards:

balance transfers

Cash Advances (such as the purchase of cash or cash equivalents, including casino chips, lottery tickets, or money orders) or ATM disbursements

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person-to-person money transfer

use of any Convenience Checks

interest on your Account

unauthorized or fraudulent charges

fees of any kind, as applicable

Your Cashback Rewards are stored in your Account in dollars and cents and rounded to the nearest cent. We will add Cashback Rewards to your Account at the
end of each day, based on the Purchases made by you, or an Authorized User, that post to your Account during the day, but minus any returns or refunds. The rate
you earn on your Cashback Rewards on a transaction depends on the date on which your Purchase posts to your Account which may be up to two (2) business
days after you make the transaction. Your Cashback Rewards amount will be displayed on our website, at www.key.com and on your Monthly Statement. There
may be a delay between when your Cashback Rewards are added to your Account and when they are visible to you on the website. We may, from time to time,
offer additional ways for you to view your Cashback Rewards amount, such as through our mobile applications.

4. What You Will Earn.

a. Generally. You will earn 2.0% in Cashback Rewards for each $1 spent on eligible Purchases, as long as you bank and save with us. This equates to $0.02
in Cashback Rewards, for each $1 spent. For example, if you spend $100, you will earn $2.00 in Cashback Rewards.
b. If You Do Not Bank and Save with KeyBank. If you do not bank and save with us each calendar month, your Cashback Rewards will be reduced to 1.5%, for
each $1 spent the following month. For example, if you spend $100, you will earn a total of $1.50 in Cashback Rewards. We will determine whether you have
met the bank and save criteria on the last Monday of each calendar month, based on your deposit and balance activity over the thirty (30) days prior to the
immediately preceding Saturday. If you have not met the bank and save criteria, your rate for the following calendar month will be 1.5%.
c. Additional Opportunities to Earn Cashback Rewards. We may offer you additional ways to earn Cashback Rewards through the Program. You will find out
about the amount of Cashback Rewards you can earn, and any other relevant terms, at the time of the offer. The additional terms will be part of these Terms.

5. Redeeming Your Cashback Rewards. You can redeem your Cashback Rewards at any time by visiting our website, at www.key.com, or by calling us at the
number on the back of your Card. You may elect to redeem your Cashback Rewards either as a statement credit to your Account or as an electronic deposit into
any eligible checking or savings account at KeyBank. You may redeem your Cashback Rewards starting at a penny, and there is no maximum redemption limit.

a. Redeeming for a Statement Credit. A statement credit will reduce your Account Balance. Statement credits appear on your Bill as an adjustment and not as
a Payment, so you must continue to pay your Minimum Payment due each month. Receipt of a statement credit does not affect your responsibility to pay your
Minimum Payment, as shown on your Monthly Statement. The statement credit will generally be processed within 7 business days from the date you redeem
your Cashback Rewards.
b. Redeeming for an Electronic Deposit. If you elect to redeem your Cashback Rewards for an electronic deposit into your KeyBank checking or savings
account, your funds will generally be deposited into your account within 7 business days from the date on which you redeem your Cashback Rewards. An
electronic deposit may only be credited to a deposit account owned by you at KeyBank.

6. Expiration of Cashback Rewards. Your Cashback Rewards have no expiration. However, provided your Account is not in Default, we will automatically issue a
statement credit to your Account if your Account is closed, if we are notified of your death and you are the sole owner of your Account, or if your Account has
become inactive. Your Account becomes inactive when you do not make any eligible Purchases for a twelve (12) month period. If your Account becomes, and
remains, inactive, a statement credit will be issued to your Account within five (5) business days of December 31 each year. If your Account is closed for any reason
other than as described in Section 8 hereto, you will have at least thirty (30) days from the date your Account is closed to redeem your Cashback Rewards;
provided, however, that you have not already forfeited your Cashback Rewards for any of the reasons outlined in these Terms. If you do not redeem your
Cashback Rewards before the end of the redemption period we provide you, your remaining Cashback Rewards balance will be redeemed as statement
credit, pursuant to the terms of Section 5(a) hereto.

7. When You Will Not Be Able to Earn or Redeem Your Cashback Rewards. We may temporarily suspend your Account from earning Cashback Rewards, or
using Cashback Rewards you have already earned, if any of the following occurs:

If you do not make your Minimum Payment on your Account by the Due Date.
If we believe you have engaged in fraudulent activity related to your Account or the Program.

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If we believe you have misused the Program in any way. Examples include, but are not limited to:

Buying or selling any Cashback Rewards

Moving or transferring Cashback Rewards to an ineligible third party or account

Repeatedly opening, or otherwise maintaining, credit card accounts for the purpose of generating Cashback Rewards

If we suspend your participation in the Program, you may begin earning and using Cashback Rewards again in the next Billing Period after your Account is current
or when we no longer suspect fraud or misuse of the Account or Program.

8. When You May Lose Your Cashback Rewards. Your Cashback Rewards do not expire, subject to Section 6 of these Terms, as long as your Account is open. If
you lose your Cashback Rewards pursuant to these Terms, we will not reinstate them unless we have made an error.

a. Immediate Loss of Cashback Rewards. However, you will immediately lose any earned Cashback Rewards if your Account status changes, or your Account
is closed for Default, for any of the following reasons:

You fail to make the Minimum Payment due on your Account within 60 days of the Due Date.

You fail to comply with these Terms or other agreements you have with us related to your Account.

We believe you may be unwilling or unable to pay your debts on time.

You file for bankruptcy.

We believe you have engaged in fraudulent or illegal activity related to your Account or the Program.

We believe you have misused the Program in any way, including, but not limited to, the circumstances outlined above in Section 7 of these Terms.

b. Other Times You May Lose Your Cashback Rewards.

i. Other Account Closures. If your Account is closed for any other reason, you will have at least 30 days from the date your Account is closed to redeem
your Cashback Rewards; provided, however, that you have not already lost your Cashback Rewards for any of the reasons outlined in these Terms. If you
do not redeem your Cashback Rewards before the end of the redemption period we provide you, you will lose any remaining earned Cashback Rewards.

ii. Cancellation of the Program. If we decide to terminate the Program, you will have at least 30 days from the date we cancel the Program to redeem your
Cashback Rewards; provided, however, that you have not lost your Cashback Rewards for any of the other reasons outlined in these Terms. If you do not
redeem your Cashback Rewards before the end of the redemption period we provide you, you will lose any remaining earned Cashback Rewards.

9. Communications. We may send you communications about the Program at any mailing or email address we have for you in our records, or through our
website,www.key.com, or our mobile applications. We may change or terminate all, or part, of these Terms. Any such changes to these Terms will be in accordance
with applicable law, and we will provide you with notice as required by law.

10. Other Important Information.

a. Cashback Rewards cannot be transferred or moved unless expressly provided for in these Terms. Additionally, Cashback Rewards cannot otherwise be
transferred by operation of law, such as by inheritance, in bankruptcy, or in connection with a divorce.
b. We may assign our rights and obligations under these Terms to a third party, who will then be entitled to any of our rights that we assign them.
c. We are not responsible for any disputes you may have with any Authorized Users on your Account about the Program.
d. We, and our affiliates, directors, officers, employers, agents, or contractors make no representations or warranties, either express or implied, including, but
not limited to, those of merchantability, fitness for a particular purpose or use, and otherwise arising from law, custom, usage, trade practices, course of
dealing, or course of performance. You release us, and our affiliates, directors, officers, employers, agents, and contractors for all activity in connection with
the Program, including, but not limited to, use of the Program, and any redemption of Cashback Rewards through the Program.
e. You agree to indemnify us, and our affiliates, directors, officers, employers, agents, or contractors harmless from and against any loss, damage, liability,
cost, or expense of any kind (including attorneys' fees) arising from you or your Authorized Users' use of the Program, any fraud or misuse of the Program,
violation of these Terms, and/or violation of any applicable law or the rights of any third party.

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f. The Program is void where prohibited by federal, state, or local law.
g. These Terms and the Program will be governed by federal law, and to the extent state law is applicable, the laws of the state of Ohio, and these laws will
apply no matter where you are or use the Program.
h. We may enforce these Terms at any time. We may delay enforcement without losing our right to enforce these Terms at a later time. If any provision of these
Terms are determined to be void or unenforceable under any law, rule or regulation, all other provisions of these Terms will remain valid and enforceable.

Last Version: April 2021

(ID 1998-512)

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