IMPORTANT INFORMATION REGARDING ELECTRONIC COMMUNICATION
READ THIS NOTICE CAREFULLY AND KEEP A COPY FOR YOUR RECORDS
Prior to applying for a Marathon Visa® or Marathon Credit Card Account, Comenity Bank requests your
consent to provide you important information electronically.

You  understand  and  agree  that  Comenity  Bank  may  provide  you  with  all  required application
disclosures regarding your Marathon Visa® or Marathon Credit Card Account application in electronic
form. These disclosures include, but are not limited to, credit card account Terms and Conditions, the
Credit Card Account Agreement and Customer Privacy Statement.
At your request, we will provide you with paper copies of these disclosures.
In order to receive electronic Communications and to obtain the best view of these Communications
you will need access to the Internet, have a web browser which supports HTML, SSL-encryption,
JavaScript, CSS, the capability to download and print these disclosures, and Adobe Reader to view
PDF files. You may download it for free from Adobe. By selecting the "Submit" button, you confirm that
your system meets these requirements and that you have the capability to access and download or print
electronic disclosures.
If you are browsing this site for informational purposes, you waive any liability for any damages you may
incur for relying on the information contained in this site.
We recommend that you retain a copy of these disclosures for your records.

If this is a kiosk, this kiosk will display the disclosures listed above. Printed copies can be obtained at the
customer service desk.

Financial terms of your account

Interest Rates and Interest Charges

Annual Percentage
Rate (APR) for
Purchases

APR for Balance
Transfers and Cash
Advances

Penalty APR and
When it Applies

How to Avoid Paying
Interest

24.99%, 20.99%, 16.99% . This APR will vary with the market
based on the Prime Rate.

25.99% This APR will vary with the market based on the Prime Rate.

29.99%.
This APR may be applied to your account if you fail to pay all of part of
your minimum payment due by the payment due date for three
consecutive billing periods.
How Long Will the Penalty APR Apply?; If your APRs are increased
for any of these reasons, the Penalty APR will apply until you make
six consecutive minimum payments when due.

Your due date is at least 23 days after the close of each billing cycle.
We will not charge you interest on purchases (excluding Balance
Transfers and Cash Advances) if you pay your entire balance by the
due date each month.

Minimum Interest
Charge

If you are charged interest, the charge will be no less than $2.00 per
credit plan.

For Credit Card Tips
from the Consumer
Financial Protection

To learn more about factors to consider when applying for or
using a credit card, visit the website of the Consumer Financial
Protection Bureau at

Bureau

Fees

http://www.consumerfinance.gov/learnmore.

Annual Fee

None

Transaction Fees

Balance Transfer
Cash Advance

Penalty Fees

The greater of $10 or 3% of the amount of the cash advance or
balance transfer (maximum $90 for convenience checks and balance
transfers, no maximum for ATM or Financial institution cash advances)

Late Payment

Up to $35
Returned Payment Up to $35

How We Will Calculate Your Balance: We use a method called "daily balance (including new
purchases)." 
Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is
provided in your account agreement. 
APR Information: Tier 1: We add 21.74% to the Index (See Rates in Section D) to determine the APR
applicable to your account. We divide the APR by 365 to determine your corresponding Daily Periodic
Rate of FINANCE CHARGE. As of 01/08/2013, for Tier 1 the initial APR was 24.99% and the initialDaily
Periodic Rate of FINANCE CHARGE was 0.06846%; Tier 2: We add 17.74% to the Index (See Rates in
Section D) to determine the APR applicable to your account.  We divide the APR by 365 to determine your
corresponding Daily Periodic Rate of FINANCE CHARGE. As of 01/08/2013, the initial APR was 20.99%,
and the initial Daily Periodic Rate of FINANCE CHARGE was 0.05750%; Tier 3: We add 13.74% to the
Index (See Rates in Section D) to determine the APR applicable to your account.  We divide the APR by
365 to determine your corresponding Daily Periodic Rate of FINANCE CHARGE. As of 01/08/2013  the
initial APR was 16.99% and the initial Daily Periodic Rate of FINANCE CHARGE was 0.04654%. We’ll
charge you a minimum FINANCE CHARGE of $2.00per credit plan for any Billing Period in which a
Finance Charge is due. For additional information, see Rates in Section D. 
APR for Balance Transfers and Cash Advances: The Daily Periodic Rate of FINANCE CHARGEfor
Balance Transfers and Cash Advances will be computed by adding 22.74% to the Index, and dividing by
365 (corresponding APR will be the Index plus 22.74%). As of 01/08/2013 the Daily Periodic Rate of
FINANCE CHARGEfor Balance Transfers and Cash Advances was 0.07120%,and the corresponding
APR was 25.99%. 
Penalty APR Information: The Daily Periodic Rate of FINANCE CHARGE for the Penalty Rate
applicable to your account is 0.08216%(corresponding APRof 29.99%).  For additional information, see
Penalty Rate in Section D. 
Minimum Payment: The Minimum Payment is the total of minimum payments for Regular Revolving and
Promotional Credit Plan purchases plus any Past Due amounts. The total Minimum Payment Due on your
account won’t be less than $25.00. If your Account balance is less than $25.00, you must pay the amount
indicated on your Statement in full. The Minimum Payment Due for each Regular Revolving Credit Plan,
will be the greater of: 
(a) $5.00; or 
(b) 3.5% of the New Balance shown on your Statement for that Credit Plan (rounded up to the nearest
$1.00). 
See Minimum Payment in Section C in the attached Agreement for Promotional Credit Plan Minimum
Payment calculations.  
The APR information described in the attached Agreement is accurate as of 01/08/2013. Due to a change
in the index, this information may have changed. To find out more, call us at 1-866-308-0680 (TDD/TTY:

1-800-695-1788), or write us at Comenity Bank, PO Box 182273, Columbus, OH 43218-2273 or visit our
website at comenity.net/marathon.

IMPORTANT INFORMATION ABOUT OPENING AN ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify and record information that identifies each person who
opens an account. What this means for you: When you open an account, we will ask for your name,
address, date of birth or other information that will allow us to identify you. We may also ask to see your
driver’s license or other identifying documents.
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 this
law. California Residents:If you are married, you may apply for a separate account. New York
Residents: A consumer credit report may be ordered in connection with the processing of an application,
or subsequently with the update, renewal or extension of credit.  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. New York residents may contact the
New York state banking department to obtain a comparative listing of credit card rates, fees, and grace
periods. New York State Banking Department 1(800)518-8866. Rhode Island and Vermont
Residents:A consumer credit report may be ordered in connection with the processing of an application,
or subsequently for purposes of review or collection of the account, increasing the credit line on the
account, or other legitimate purposes associated with the account. Wisconsin Residents: No provision of
any marital property agreement, unilateral statement under Section 766.59 of the Wisconsin statutes or
court order under Section 766.70 adversely affects the interest of the creditor, Comenity Bank, unless the
Bank, prior to the time credit is granted is furnished a copy of the agreement, statement or decree or has
actual knowledge of the adverse provision when the obligation to the Bank is incurred.

If you have been preapproved, see below for details of your offer.

Customers Receiving Preapproved Credit Offers: You may have been selected for a pre-approved
credit card account offer from Comenity Bank (“Bank”) based upon the information in your credit report
which satisfied the Bank’s criteria for creditworthiness. You must respond by the expiration date of the
offer. Credit may not be extended if after you respond, (i) we find that you do not meet the criteria for
creditworthiness used to select you for this offer; (ii) you are below the age required to create a valid
contract; (iii) we determine that you have fraudulently altered the information provided to us; or (iv) we
receive your response to this offer after such offer has expired.  

You can choose to stop receiving “prescreened” offers of credit from this and
other companies by calling toll-free 1-888-567-8688. See PRESCREEN & OPT-
OUT NOTICE below for more information about prescreened offers.

PRESCREEN & OPT-OUT NOTICE: This “prescreened” offer of credit is based on information
in your credit report indicating that you meet certain criteria. This offer is not guaranteed if you
do not meet our criteria. If you do not want to receive prescreened offers of credit from this and
other companies, call the consumer reporting agencies toll-free, 1-888-567-8688; or write:
Experian, PO Box 919, Allen, TX 75013; TransUnion, PO Box 97328, Jackson, MS 39288;
Equifax, PO Box 740123, Atlanta, GA 30374.

Should you later decide that you do wish to receive preapproved offers, you may remove the prohibition
on use of your credit report information by notifying the above agencies.

I am applying to Comenity Bank for, and hereby request, a Marathon Visa® or Marathon Credit Card

Account for personal, family or household use. I hereby authorize Comenity Bank to investigate my credit
record. The information that I have supplied is true and correct. I acknowledge that I am a permanent
resident of the United States. I agree that a credit report may be obtained for any lawful purpose, including
in connection with the processing of an application, or subsequently with the update, renewal or extension
of credit. Upon my request, I will be informed of whether or not a consumer credit report was ordered, and
if it was, I will be given the name and address of the consumer-reporting agency that furnished the report.
I agree to be bound by the terms of the Credit Card Account Agreement. I acknowledge that I will receive
a Credit Card Account Agreement upon approval. I also acknowledge that there is no agreement between
Comenity Bank and me until Comenity Bank approves my credit application and accepts the Credit Card
Account Agreement at its office in Delaware and that the Credit Card Account Agreement is deemed to be
made in Delaware. Cards are issued and credit is extended by Comenity Bank, Wilmington, Delaware.
PLEASE NOTE:
BY SUBMITTING THIS CREDIT APPLICATION, YOU ARE AGREEING TO THE FOLLOWING WITH
RESPECT TO CERTAIN CONSUMER INFORMATION ABOUT YOU.
You hereby authorize Comenity Bank ("us" or "we") to furnish our decision to issue an account to you to
Marathon. You hereby authorize us to furnish, if your application is approved, information concerning your
account to credit bureaus, other creditors and Marathon.
Check your information before submitting. We cannot process any submission without a complete and
accurate name, address, date of birth and social security number. By submitting this Application you are
acknowledging having read and understood the Important Rate, Fee and Other Cost Information and, if
approved, agreeing to be bound by them.

Your Marathon Visa® Credit Card Account Agreement
Comenity Bank issues this Marathon credit card account, pursuant to a license by Visa U.S.A. Inc. This
Agreement covers the Terms and Conditions of your account with us. In this document, you will find
important information about using and managing your account, including a Privacy Statement and
information concerning your billing rights. Your use of the account, or failure to close the account within
the 30 days of receiving this document, indicates your acceptance of the terms of this agreement,
including the assessment of any finance charges and fees. 
Section I of this agreement also includes a Jury Trial Waiver and an Arbitration provision in the
event of a dispute.

You have a right to reject this Arbitration provision.
If you do not reject this Arbitration provision, it will be part of this agreement and will:

Eliminate your right to a trial by jury; and
Substantially affect your rights, including your right to bring, join in or participate in class
proceedings.

Please read each section carefully and keep this document for your records.

In the following sections, you will find information on:
Financial terms of your account: An at-a-glance summary of the fees and charges associated with your
account
A. Getting Started: the basics of your account
B. Keeping your account in good standing: avoiding default, and what to do if your card is lost or stolen
C. Learning more about your account: credit plans and credit limits, and how payments are calculated
and applied
D. Interest, fees and charges: when and how fees and costs are applied to your account
E. Other important information: legal rights, costs, and how we’ll handle changes to your account
F. Disputes & Reporting to Credit Agencies: data we provide, and receive from, credit reporting
agencies, and what to do if you think there is an error on your periodic statement (or your credit report)
G. Optional Products: how to protect your account from fraud or theft, and information on services that
can help pay your debt in case of emergencies

H. Communicating with us: what happens when you contact us
I. Arbitration and jury trial waiver: how we’ll resolve disagreements, including a jury trial waiver and
Arbitration provision
Privacy statement: how we collect, use, share, and protect your personal information; and the privacy
choices you can make

A. Getting Started
Definitions
In this Agreement, “We,” “Us” and “Our” mean Comenity Bank. “You” and “Your” mean each person who
submits an application for an account with us. “Account” means your credit card account with us. “Card”
means each credit card we issue for your Account. “Credit Plan” means one or more payment program
options Marathon may ask us to offer from time to time.
Upholding your Agreement

You agree to the terms of this Agreement, and promise to do everything required of you. If you sign or
submit an application to obtain credit from us, you’ll be legally bound by this Agreement. You’re also
legally bound if you sign a charge slip, or permit someone else to use the credit provided.
You agree that the credit extended under your Account will be used only for personal, family or
household purposes and not for business or commercial purpose.
If the Account is a joint Account, you and the joint Account holder will be bound by this Agreement. Each
of you will be jointly and individually responsible for repaying all amounts due. If more than one person
is responsible for this Account, we will only provide billing statements and communications to one of
you.
Any authorized user of your Account will be bound by the terms of this Agreement. One additional Card
may be issued with the individual name of an authorized user embossed on the Card. If you want to
revoke the use of your Account by an authorized user, either write us at the address, or call us at the
phone number, shown on your Statement.
You agree to pay for all transactions made on your Account by an authorized user, whether or not such
transactions were authorized by you or made for your benefit.

Card signature
For your own protection, please sign your Card before using it. Keep in mind that your signature on the
Card isn’t a prerequisite to your obligation to pay amounts incurred on your Account.
Using your Credit Card Account

Your Account may be used to make purchases from anywhere VISA is accepted. 
We may not honor transactions related to, including, but not limited to, gambling, ATM usage at casinos,
and illegal activities.
You may obtain a loan from us under your Account by using your Card or a convenience check as
follows: by purchasing goods or services with your Card or your Account number; by obtaining a cash
advance from a financial institution, by use of an ATM; by using a convenience check; or, by incurring
charges authorized by this Agreement.
From time to time, in our sole discretion, we may send you convenience checks for use in borrowing
under this Agreement. All convenience checks you use will be treated as cash advances under this
Agreement, and subject to the terms and fees that apply to cash advances, unless we advise you
otherwise.
You agree that convenience checks that you use will not be returned to you.
You may not use the convenience checks to make payments on any Comenity Bank Account.
You agree not to use a convenience check, and we do not have to pay any convenience check: 

if you are in default under this Agreement; 
if payment of that convenience check would cause your outstanding cash advance balance to exceed
your cash advance limit; or
if we cancel or suspend your right to use convenience checks

From time to time, in our sole discretion, we may offer you the ability to transfer account balances from

other credit card accounts you may have to the Account. We may, in our sole discretion, offer
promotional plans for such balance transfers.
You may use the Card to obtain cash advances through certain ATMs. You will be given a Personal
Identification Number (PIN) which must be used in order to obtain an ATM cash advance. 

Some limitations on ATM cash advances may apply, such as limitations on dollar amount, number, or
currency denominations. 
You agree that any charges imposed by third parties for use of their ATM facilities will be added to
your Account balance as a cash advance.

If you make a purchase or obtain a cash advance in a foreign currency, it will be converted by VISA into
U.S. dollars in accordance with VISA Operating Regulations in effect at the time the transaction is
processed. 

The currency conversion rate in effect on the processing date may differ from the rate in effect on the
transaction date or the posting date. 
The currency conversion rate used may be the same as, greater than, or less than the amount that
would be calculated by conversion through a financial institution in the country in which the purchase
or cash advance occurred. 

Making payments

Pay your Account by sending a check, money order, or cashier’s check payable in U.S. dollars, to the
name and address shown on your Statement specified for payments. Please don’t send cash.
Be sure to include your payment stub, do not staple your payment to the stub, and use the envelope
provided with your Statement.
If your payment doesn’t meet these requirements, it may not be credited to your Account for up to five
days, or may be rejected.
Any check marked “payment in full” or with similar terms must be sent to 13526 Nacogdoches Rd., San
Antonio, Texas 78217-1274

We can accept such checks or late or partial payments without losing our right to receive the full
amount owed on your Account.

Please don’t send any correspondence with your payment.

B. Keeping your account in good standing
Avoiding default
You’ll be in default under this Agreement if you:

fail to make at least the Total Minimum Payment Due
violate any provision of this Agreement
pass away
become the subject of bankruptcy or insolvency proceedings
supply us with misleading, false, incomplete or incorrect information
are unable or unwilling to perform the terms or conditions of this Agreement
fail to supply us with any information we deem necessary
default under any other loan or agreement you have with us or any of our affiliates
become incompetent
exceed your credit limit
issue a payment returned unpaid by your bank for any reason

If you don’t pay at least the Minimum Payment Due each time you receive a Statement, we may require
you to pay the full amount you owe immediately. If applicable law requires us to do so, we’ll tell you in
advance and/or give you the opportunity to remedy your default.
Reporting a lost or stolen card (as applicable)
If you notice the loss or theft of your credit card or a possible unauthorized use of your card, you should
write to us immediately at Comenity Bank, PO Box 182273 Columbus, OH 43218-2273 or call us at 1-
866-308-0680 (TDD/TTY: 1-800-695-1788). 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 your notice to us.

In any case, your liability will not exceed $50.

C. Learning more about your account
Credit Plans

Your Account may consist of a non-promotional Credit Plan and one or more promotional Credit Plans.
We may offer different promotional Credit Plans from time to time.
If a promotional Credit Plan is offered at the time you open your account, this Agreement will include
information about the terms for the Plan, by use of an insert, attachment, or other written information
provided as part of this Agreement.
Normal late payment charges, returned check charges and all other provisions apply to any promotional
Credit Plan, unless inconsistent with a particular Credit Plan offering.
If the promotional Credit Plan purchase isn’t paid in full before the promotional period ends, the balance
will be transferred to your non-promotional Regular Revolving balance.
Credit Plans offered and their particular features (including but not limited to minimum purchase
requirements and Minimum Payment) may vary occasionally at our discretion and include one or more
Regular Revolving or Promotional Credit Plans. Regular Revolving Credit Plans are your non-
promotional purchases using the Card. Promotional Credit Plans may include:

Waive Interest, Payment Required
Waive Interest, Equal Payment
Waive Interest, Low Payment
Defer Interest, Equal Payment
Defer Interest, Payment Required
Defer Interest, Low Payment
Low APR, Equal Payment
Budget Payment

Skip-payment option

At our discretion, we may allow you to skip making the Minimum Payment.
Finance Charges will be assessed during the skip-payment period, but a late fee won’t be imposed. This
will not be considered a waiver of any of the rights granted by this Agreement.
All other terms of your Account apply during the skip-payment period.

Credit limit

Your Credit Limit is the total maximum amount we permit you to owe us at any time.
You may not exceed any credit limit that we set for your Account.
If you do exceed your Credit Limit, we can still charge you for all purchases, Finance Charges and other
charges without giving up any of our rights under this Agreement.
We may change your Credit Limit at any time.

Account cancellation

You may cancel your Account. You’re still obligated to pay the full amount you owe us.
We may cancel your Account at any time, for any reason.
We may refuse to authorize any purchase, convenience check, or cash advance on your Account. We
may also suspend your Account and your right to use your Card, including each Card you give to
others. 
We may cancel any Credit Plan at any time, for any reason.
Cancellation or suspension of your Account doesn’t negate your obligation to pay any amount you owe
us.
Cancellation of your Account includes each Card you give to others.
Cards are issued with an expiration date. We have the right not to renew your Account. 

Minimum Payment

You can pay all of your Account balance at any time without penalty.
You must pay at least the Minimum Payment Due for each Billing Period by the Payment Due Date
shown on your Statement.

The Minimum Payment is the total of the minimum payments for the Regular Revolving and Promotional
Credit Plans plus any Past Due amounts.
The total Minimum Payment Due on your account won’t be less than $25.00. If your Account balance is
less than $25.00, you must pay the amount indicated on your Statement in full.
The Minimum Payment Due for each Credit Plan is calculated as follows:

The minimum payments for Regular Revolving Credit Plans, Waive Interest, Payment Required and
Defer Interest, Payment Required Promotional Credit Plans will be the greater of:

(a) $5.00; or
(b) 3.5% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that
Credit Plan.

The minimum payment for the Waive Interest, Equal Payment and Defer Interest, Equal Payment
Credit Plans will be the amount of the purchase divided by the number of months between the date of
the purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00.
The minimum payment for the Low APR, Equal Payment Credit Plan will be the amount of the
purchase including the calculated finance charges that will be assessed from the date of purchase
through the end of the promotional period divided by the number of months between the date of the
purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00.
The minimum payment for the Waive Interest, Low Payment and Defer Interest, Low Payment will be
the greater of:
(a) $5.00 or
(b) 1% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that
Credit Plan.

Payment application

We reserve the right to apply payments equal to or less than the required minimum amount however we
see fit, which may result in balances subject to lower interest rates being paid prior to other balances.
This may also result in higher interest charges.
Any payment you make in excess of the required Minimum Payment Due will be allocated to your
Account as required by applicable law.
Excess payments received before a deferred interest promotion expires are applied to the deferred
interest promotional balance first in the last two billing cycles of the promotional period.

D. Interest, fees and charges
Finance Charges

There is no period in which you can pay back a cash advance, any other transaction treated as a cash
advance under this Agreement, or a balance transfer to avoid incurring a Finance Charge. For a cash
advance using a convenience check, the date of the advance is the date the convenience check is
presented to us or our agent for payment. For all other cash advances, the date of the advance is the
date you obtained the advance.   
If you make a purchase under a Regular Revolving Credit Plan, Finance Charges won’t be imposed
in any Billing Period in which (i) no Previous Balance exists or (ii) payments received and credits issued
by the Payment Due Date, which is at least 23 days after the Statement Closing Date shown on your
last Statement, equal or exceed the Previous Balance.
If the New Balance shown on your last Statement isn’t paid in full by the Payment Due Date shown on
your last Statement, there will be a Finance Charge on each purchase from the date of purchase.  
If you make a purchase under any Waive Interest Promotional Credit Plan, we won’t charge Finance
Charges on the purchase if you pay the total purchase amount before the end of the promotional period.
If you don’t pay the total purchase amount before the end of the promotional period, we’ll add the
remaining amount to your Regular Revolving balance. We’ll also begin charging Finance Charges on
the purchase from the first day after the promotional period ends.  
If you make a purchase under any Defer Interest Promotional Credit Plan and don’t pay the total amount
before the end of the promotional period, we’ll add the remaining purchase amount and the amount of

accrued Finance Charges to your Regular Revolving balance.  
If you make a purchase under a Low APR, Equal Payment Credit Plan, Finance Charges will be
assessed from the date of purchase through the end of the promotional period.

How we calculate Finance Charges on your Account
We calculate Finance Charges separately for each Credit Plan, using a “Daily Balance” to determine
Finance Charges for each Billing Period. Our calculation method is as follows:

We start with the beginning balance on your Account each day (including unpaid Finance Charges and
fees).
We subtract any payments or credit adjustments (treating any net credit balance as a zero balance) and
add new purchases and debit adjustments posted as of that day. This gives us the “Partial Daily
Balance” for the day. 
We then multiply the Partial Daily Balance for the day by the Daily Periodic Rate of Finance Charge.
This gives us the “Daily Finance Charge” for the day, which we add to the day’s Partial Daily Balance. 
We’ve now determined the “Daily Balance,” which will be the beginning balance for the following day.
This results in daily compounding of interest charges. 
At the end of each Billing Period, we add together each Credit Plan’s Daily Finance Charge, which gives
us the total Account Finance Charge.

Your Statement will show a Balance Subject to Interest Rate, which is the sum of the Daily Balance for
each day in the Billing Period divided by the total number of days.
Rates

The Index in effect for each Billing Period will be the highest “Prime Rate” of interest as published in the
“Money Rates” section of The Wall Street Journal for the calendar month preceding the month in which
the Billing Period begins, rounded upward if necessary, to the nearest .001% (“Index”).
An increase or decrease in the APR will result in a corresponding increase or decrease in the amount of
Finance Charge and may increase the amount of your minimum payment due.
If this Agreement accompanies credit cards for your new account, the current initial Daily Periodic Rate
of Finance Charge and corresponding APR are indicated on the Cardmailer and are incorporated herein
by reference.

Penalty Rate

If you fail to pay all or part of your Minimum Payment Due by the Payment Due Date shown on your
Statement for three consecutive Billing Periods, we may apply a penalty APR ("Penalty Rate") to the
existing balance of your Account and to all new purchases. 
We will provide you notice of this rate increase, when it will apply to your account, and for how long it
will apply to your account, as required by applicable law. 
The Penalty Rate will apply to your Account until such time as any delinquency is cured and your
account is kept in a current and satisfactory status for six (6) consecutive billing periods. On the seventh
billing period the Penalty Rate will no longer apply and your Account will be subject to the Daily Periodic
Rate of Finance Charge and corresponding APR. 
If you fail to make your required minimum monthly payments during the Penalty period, the Penalty
Rate will continue to apply. Your monthly statement will disclose the applicable Penalty Rate for the
Billing Period and are incorporated herein by reference.

Other fees and charges
You agree to pay the following fees and charges:

Late Fee: If you don’t pay at least the Minimum Payment Due by the Payment Due Date, we will charge
you a late fee.

The fee is $25 if you were not charged a late fee during any of the prior six billing periods.
Otherwise, the fee is $35.
This fee will never exceed the minimum payment due that was due immediately prior to the date on
which the fee was assessed.

Returned Payment Fee: We may charge you a fee for each payment that your bank doesn’t honor for
any reason.

The fee is $25 if you were not charged a returned payment fee during any of the prior six billing
periods.
Otherwise, the fee is $35.
This fee will never exceed the minimum payment due that was due immediately prior to the date on
which the fee was assessed.

Although we may decide to do so, we aren’t required to attempt to collect a payment more than once. 
Document Fees: If we provide you with a copy of any Statement, sales draft or similar document at
your request (except in connection with billing error inquiries or resolution), we may charge the Account
the following fee(s):

Statement copy - $6.00
Sales/Credit Draft copy - $6.00
Check/Money Order copy - $6.00

Alternative Payment Method Fee: We may offer alternative payment methods that allow you to make
individual, expedited payments to your Account over the phone. If you choose to use this payment
method, we may assess the current fee we charge for this service. Currently, that fee is up to $15.00 but
may change. We’ll let you know the current fee before you authorize any payment(s), and you can
withdraw your request if you don’t want to pay the fee.
Cash Advance Fee: For any cash advance obtained in person from a financial institution or through an
ATM, you will pay a transaction fee equal to the greater of $10.00 or 3% of the amount of the cash
advance, per cash advance.
Convenience Check and Balance Transfer Fee: For any convenience check used or balance transfer
from another account, you will pay a transaction fee equal to the greater of $10.00 or 3% of the amount
of the cash advance, up to a maximum transaction fee of $90.00 per cash advance.
Return Convenience Check Fee: You also agree to pay a fee of up to $35.00 for each convenience
check written against your Account which fails to clear and is returned unsatisfied.

You agree to pay a fee of up to $35.00 for each convenience check written against your Account on
which we stop payment at your request.

E. Other Important Information
Collection Costs
As permitted under applicable law, you agree to pay the reasonable costs for collecting amounts due,
including reasonable attorney’s fees and court costs incurred by us or another person or entity.
Changes
We may add, change, or delete the terms of your Account. If required by law, we will give you advance
written notice of the change(s) and a right to reject the change(s).
Security Interest
You grant us a security interest in all goods you purchase through the use of the Account, now or at any
time in the future and in all accessions to and proceeds of such goods. We waive any security interest we
may have in your principal dwelling, to the extent that it would otherwise secure any obligation arising
hereunder.
Changes to your information
Please notify us immediately of any changes to your name or address.
Governing Law
THIS AGREEMENT IS GOVERNED BY DELAWARE AND APPLICABLE FEDERAL LAW. THIS IS THE
LAW WE ARE SPEAKING OF WHEN WE REFER TO A TERM PERMITTED OR REQUIRED BY
APPLICABLE LAW.
Transfer of Rights/Assignment
Your rights under this Agreement can’t be transferred by you, by operation of law or otherwise, but your
obligations will be binding upon your estate or personal representatives. We may transfer or assign your
Account and/or this Agreement, or any of our rights under this Agreement, to another person or entity at
any time without prior notice to you or your consent.

No Waiver of Rights
We can delay enforcing our rights under this Agreement without losing them.
Severability
If any provision of this Agreement is in conflict with applicable law, that provision will be considered to be
modified to conform with applicable law.

F. Disputes & Reporting to Credit Agencies
Credit Reports

You give us permission to investigate your credit record.
You agree that a credit report may be requested in connection with the processing of your credit
application. A report may also be requested in connection with a credit extension, credit limit request,
Account renewal or update, Account collection action, or dispute investigation.
You understand that we may report negative information (such as, late payments, missed payments, or
other defaults) about your account to credit bureaus.
You give us permission to provide information about your Account to credit bureaus and other creditors,
as well as to the retailer whose name appears on your Card.

Credit report disputes
If you believe the account information we reported to a consumer reporting agency is inaccurate, you may
submit a direct dispute to Comenity Bank, PO Box 182789, Columbus OH 43218-2789.  Your written
dispute must provide sufficient information to identify the account and specify why the information is
inaccurate:

Account Information: Your name and account number
Contact Information: Your address and telephone number
Disputed Information: Identify the account information disputed and explain why you believe it is
inaccurate
Supporting Documentation: If available, provide a copy of the section of the credit report showing the
account information you are disputing

We will investigate the disputed information and report the results to you within 30 days of receipt of the
information needed for our investigation. If we find that the account information we reported is inaccurate,
we will promptly provide the necessary correction to each consumer reporting agency to which we
reported the information.
Your Billing Rights: Keep This Document For Future Use
This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
What To Do If You Find A Mistake On Your Statement
If you think there is an error on your statement, write to us at: Comenity Bank, PO Box 182782, Columbus
OH 43218-2782
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 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 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.
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 statement, and we may continue to charge you interest on
that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your
balance.
We can apply any unpaid amount against your credit limit.
After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees
related to that amount.
If we do not believe there was a mistake: You will have to pay the amount in question, along with
applicable interest and fees. We will send you a statement of the amount you owe and the date
payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.
If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling
us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that
you are questioning your bill. We must tell you the name of anyone to whom we reported you as
delinquent, and we must let those organizations know when the matter has been settled between us.
If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question
even if your bill is correct. 
Your Rights If You Are Dissatisfied With Your Credit Card Purchases
If you are dissatisfied with the goods or services that you have purchased with your credit card, and you
have tried in good faith to correct the problem with the merchant, you may have the right not to pay the
remaining amount due on the purchase.
To use this right, all of the following must be true:

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 you the goods or services.)

2.  You must have used your credit card for the purchase. Purchases made with cash advances from

an ATM or with a check that accesses your credit card account do not qualify.

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:
Comenity Bank 
PO Box 182782, Columbus OH 43218-2782
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.

G. Optional Products
Credit insurance (as applicable)
Purchasing credit insurance is optional. If you do choose to carry credit insurance coverage, the premium
charge will be added to your Account as a purchase on the last day of each Billing Period. You can cancel
your coverage at any time.
Account Assure debt cancellation (as applicable)

Purchasing Account Assure is optional.
Your decision whether or not to purchase Account Assure won’t affect your application for credit or the

terms of any existing credit agreement you have with Comenity Bank.
The monthly fee for Account Assure is based on the outstanding monthly balance on your Account each
month and will be added to your Statement.
We’ll provide additional information before you’re required to pay for Account Assure. This will include a
copy of the contract containing the terms and conditions pertaining to Account Assure. 
You can cancel your Account Assure at any time. 
There are eligibility requirements, conditions, and exclusions that could prevent you from receiving
benefits under Account Assure. 
Be sure to carefully read the contract for a full explanation of the terms of Account Assure.

H. Communicating with us
Communicating to you about your Account
If we need to contact you to service your Account or to collect amounts you owe to us, you give direct
consent to us, as well as servicers, agents, contractors and collectors of your Account, to communicate
with you in any way, such as calling, texting, or e-mail via:

1.  a cell, landline, or text number you provide, use to contact us, or at which we believe we can reach

you (even if it is not yours),

2.  any email address you provide to us or one of our merchants,
3.  automated dialer systems and automatic telephone dialing systems,
4.  pre-recorded or artificial voice messages and other forms of communications.

You also agree that these communications aren’t unsolicited for purposes of any state or federal law, and
you understand that this may result in additional mobile, text message, or data charges.
Phone monitoring

To provide you with high-quality service, phone communication with us is monitored and/or recorded. 
You agree that we monitor and/or record any phone calls between you and us. 
Please inform all authorized cardholders of this provision, including anyone acting on your behalf or
making payments on this Account.

For Wisconsin residents
If you are married, please contact us immediately upon receipt of this Agreement at 1-866-308-0680
(TDD/TTY 1-800-695-1788) and provide us with the name and address of your spouse. We are required
to inform your spouse that we have opened a credit account for you.
For bankruptcy notifications:
All bankruptcy notices and related correspondence to Comenity Bank should be sent to the following
address: Comenity Bank, Bankruptcy Department, PO Box 182125, Columbus OH 43218-2125.

I. Arbitration and jury trial waiver
A. Jury Trial Waiver
TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY IN
THE EVENT OF A LAWSUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY
TRIAL WAIVER SHALL NOT AFFECT THE ARBITRATION PROVISION BELOW (INCLUDING THE
JURY TRIAL WAIVER CONTAINED THEREIN). YOU AND WE EACH REPRESENT THAT THIS
WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY.
B. Notice and Cure
Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising out of or related to this
Agreement (as further defined below, a “Claim”), the party asserting the Claim (the “Claimant”) shall give
the other party (the “Defendant”) written notice of the Claim (a “Claim Notice”) and a reasonable
opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice to you shall be sent in writing to
the address we have in our records (or any updated address you subsequently provide to us). Any Claim
Notice to us shall be sent by mail to Comenity Bank, PO Box 182436, Columbus, Ohio 43218-2436 (or

any updated address we subsequently provide). Any Claim Notice you send must provide your name,
address and account number. Any Claim Notice must explain the nature of the Claim and the relief that is
demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party.
No third party, other than a lawyer you have personally retained, may submit a Claim Notice on your
behalf. The Claimant must reasonably cooperate in providing any information about the Claim that the
other party reasonably requests.
C. Arbitration Provision
READ THIS ARBITRATION PROVISION CAREFULLY. IF YOU DO NOT REJECT THIS ARBITRATION
PROVISION IN ACCORDANCE WITH PARAGRAPH C.1. BELOW, IT WILL BE PART OF THIS
AGREEMENT AND WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL
RESOLVE ANY CLAIM WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE
FUTURE.

1.  Your Right to Reject: If you don’t want this Arbitration Provision (and any prior arbitration

agreement between you and us (“Prior Arbitration Agreement”)) to apply, you may reject it by
mailing us a written rejection notice which gives the name of each Cardholder and contains a
statement that you (both of you, if more than one) reject the Arbitration Provision of this
Agreement. The rejection notice must be sent to us at Comenity Bank PO Box 182422,
Columbus, OH 43218-2422. A rejection notice is only effective if it is signed by you (all of you,
if more than one) and if we receive it within thirty (30) calendar days after the date we first
provide you with a credit card agreement or written notice providing you a right to reject this
Arbitration Provision. Your rejection of this Arbitration Provision will not affect any other
provision of this Agreement or your ability to obtain credit.

2.  Parties Subject to Arbitration: Solely as used in this Arbitration Provision (and not elsewhere in

this Agreement), the terms “we,” “us” and “our” mean (a) Comenity Bank, any parent, subsidiary or
affiliate of the Bank and the employees, officers and directors of such companies (the “Bank
Parties”); and (b) any other person or company that provides any services in connection with this
Agreement if you assert a Claim against such other person or company at the same time you assert
a Claim against any Bank Party.

3.  Covered Claims: “Claim” means any claim, dispute or controversy between you and us that in any
way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards
program, any prior agreement or account. “Claim” includes disputes arising from actions or
omissions prior to the date any Card was issued to you, including the advertising related to,
application for or approval of the Account. “Claim” has the broadest possible meaning, and includes
initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon
contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation,
ordinance, common law and equity (including any claim for injunctive or declaratory relief). “Claim”
does not include disputes about the validity, enforceability, coverage or scope of this Arbitration
Provision or any part thereof (including, without limitation, the prohibition against class proceedings,
private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7
(the “Class Action Waiver”), the last sentence of Paragraph C.13 and/or this sentence); all such
disputes are for a court and not an arbitrator to decide. However, any dispute or argument that
concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to
decide.

4.  Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if
that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by
giving a written demand for arbitration to the other party. We will not demand to arbitrate an
individual Claim that you bring against us in small claims court or your state’s equivalent court, if
any. But if that Claim is transferred, removed or appealed to a different court, we then have the right
to demand arbitration.

5.  Choosing the Administrator: “Administrator” means the American Arbitration Association (“AAA”),

1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org; JAMS is at 620 Eighth Avenue,
34th Floor, New York, NY 10018, www.jamsadr.com; or any other company selected by mutual
agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable
to select an Administrator by mutual consent, the Administrator will be selected by a court. The
arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator.
However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of
experience. You get to select the Administrator if you give us written notice of your selection with
your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that
we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim,
within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we
may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration
may be administered, without the consent of all parties to the arbitration, by any Administrator that
has in place a formal or informal policy that is inconsistent with the Class Action Waiver.

6.  Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT
TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN
COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN
INFORMATION FROM US IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT.
OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE
AVAILABLE IN ARBITRATION.

7.  Prohibition Against Certain Proceedings: IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1)
NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-
WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2)
NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN
ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR
CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4)
THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE
ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY
ARBITRATION.

8.  Location and Costs of Arbitration: Any arbitration hearing that you attend must take place at a

location reasonably convenient to you. We will pay any and all fees of the Administrator and/or the
arbitrator if applicable law requires us to, if you prevail in the arbitration or if we must bear such fees
in order for this Arbitration Provision to be enforced. If you demand an arbitration, we will pay your
reasonable attorneys’ and experts’ fees if you prevail or if we must bear such fees in order for this
Arbitration Provision to be enforced. Also, we will bear any fees if applicable law requires us to.
9.  Governing Law: This Arbitration Provision involves interstate commerce and is governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law. The
arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of
limitations and claims of privilege recognized at law. The arbitrator may award any remedy provided
by the substantive law that would apply if the action were pending in court (including, without
limitation, punitive damages, which shall be governed by the Constitutional standards employed by
the courts). At the timely request of either party, the arbitrator must provide a brief written
explanation of the basis for the award.

10.  Right to Discovery: In addition to the parties’ rights to obtain discovery pursuant to the arbitration
rules of the Administrator, either party may submit a written request to the arbitrator to expand the
scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator
shall have discretion to grant or deny that request.

11.  Arbitration Result and Right of Appeal: Judgment upon the arbitrator’s award may be entered by
any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of
appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or involves a
request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either
party exceeding $50,000, any party can, within 30 days after the entry of the award by the arbitrator,

appeal the award to a three-arbitrator panel administered by the Administrator. The panel shall
reconsider anew any aspect of the initial award requested by the appealing party. The decision of
the panel shall be by majority vote. Reference in this Arbitration Provision to “the arbitrator” shall
mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal
will be borne in accordance with Paragraph C.8. above.

12.  Rules of Interpretation: This Arbitration Provision shall survive the repayment of all amounts owed
under this Agreement, the closing of the Account, any legal proceeding and any bankruptcy to the
extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between
this Arbitration Provision, on the one hand, and the applicable arbitration rules or the other
provisions of this Agreement, on the other hand, this Arbitration Provision shall govern. This
Arbitration Provision replaces any Prior Arbitration Agreement.

13.  Severability: If any portion of this Arbitration Provision, other than the Class Action Waiver, is

deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. If a
determination is made that the Class Action Waiver is unenforceable, only this sentence of the
Arbitration Agreement will remain in force and the remaining provisions shall be null and void,
provided that the determination concerning the Class Action Waiver shall be subject to appeal.
14.  Special Payment: If (1) you submit a Claim Notice in accordance with Section B of the Arbitration
and jury trial waiver Provisions on your own behalf (and not on behalf of any other party); (2) we
refuse to provide you with the relief you request; and (3) an arbitrator subsequently determines that
you were entitled to such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus
any fees and costs to which you are entitled).

Your Marathon Credit Card Account Agreement
This Agreement covers the Terms and Conditions of your account with us. In this document, you will find
important information about using and managing your account, including a Privacy Statement and
information concerning your billing rights. Your use of the account, or failure to close the account within
the 30 days of receiving this document, indicates your acceptance of the terms of this agreement,
including the assessment of any finance charges and fees. 
Section I of this agreement also includes a Jury Trial Waiver and an Arbitration provision in the
event of a dispute.

You have a right to reject this Arbitration provision.
If you do not reject this Arbitration provision, it will be part of this agreement and will:

Eliminate your right to a trial by jury; and
Substantially affect your rights, including your right to bring, join in or participate in class
proceedings.

Please read each section carefully and keep this document for your records.

In the following sections, you will find information on:
Financial terms of your account: An at-a-glance summary of the fees and charges associated with your
account
J. Getting Started: the basics of your account
K. Keeping your account in good standing: avoiding default, and what to do if your card is lost or stolen
L. Learning more about your account: credit plans and credit limits, and how payments are calculated
and applied
M. Interest, fees and charges: when and how fees and costs are applied to your account
N. Other important information: legal rights, costs, and how we’ll handle changes to your account
O. Disputes & Reporting to Credit Agencies: data we provide, and receive from, credit reporting
agencies, and what to do if you think there is an error on your periodic statement
P. Optional Products: how to protect your account from fraud or theft, and information on services that
can help pay your debt in case of emergencies

Q. Communicating with us: what happens when you contact us
R. Arbitration and jury trial waiver: how we’ll resolve disagreements, including a jury trial waiver and
Arbitration provision
Privacy statement: how we collect, use, share, and protect your personal information; and the privacy
choices you can make

Financial terms of your account

Interest Rates and Interest Charges

Annual Percentage
Rate (APR) for
Purchases

Penalty APR and
When it Applies

24.99% . This APR will vary with the market based on the Prime
Rate.

29.99%
This APR may be applied to your account if you fail to pay all of part of
your minimum payment due by the payment due date for three
consecutive billing periods.
How Long Will the Penalty APR Apply?; If your APRs are increased
for any of these reasons, the Penalty APR will apply until you make
six consecutive minimum payments when due.

How to Avoid Paying
Interest

Your due date is at least 25 days after the close of each billing cycle.
We will not charge you interest on purchases if you pay your entire
balance by the due date each month.

Minimum Interest
Charge

If you are charged interest, the charge will be no less than $2.00 per
credit plan.

For Credit Card Tips
from the Consumer
Financial Protection
Bureau

To learn more about factors to consider when applying for or
using a credit card, visit the website of the Consumer Financial
Protection Bureau at
http://www.consumerfinance.gov/learnmore.

Fees

Annual Fee

Penalty Fees

None

Late Payment

Up to $35
Returned Payment Up to $35

How We Will Calculate Your Balance: We use a method called "daily balance (including new
purchases)." 
Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is
provided in your account agreement. 
APR Information: We add 21.74% to the Index (See Rates in Section D) to determine the APR
applicable to your account. We divide the APR by 365 to determine your corresponding Daily Periodic
Rate of FINANCE CHARGE. As of 01/08/2013, the initial APR was 24.99% and the initial Daily Periodic
Rate of FINANCE CHARGE was 0.06846%. We’ll charge you a minimum FINANCE CHARGE of
$2.00 per credit plan for any Billing Period in which a Finance Charge is due. For additional information,
see Rates in Section D. 
Penalty APR Information: The Daily Periodic Rate of FINANCE CHARGE for the Penalty Rate is
0.08216%(corresponding APRof 29.99%). For additional information, see Penalty Rate in Section D. 

Minimum Payment: The Minimum Payment is the total of minimum payments for Regular Revolving and
Promotional Credit Plan purchases plus any Past Due amounts. The total Minimum Payment Due on your
account won’t be less than $25.00. If your Account balance is less than $25.00, you must pay the amount
indicated on your Statement in full. The Minimum Payment Due for each Regular Revolving Credit Plan,
will be the greater of: 
(a) $5.00; or 
(b) 5% of the New Balance shown on your Statement for that Credit Plan (rounded up to the nearest
$1.00). 
See Minimum Payment in Section C in the attached Agreement for Promotional Credit Plan Minimum
Payment calculations.  
The APR information described in the attached Agreement is accurate as of 01/08/2013. Due to a change
in the index, this information may have changed. To find out more, call us at 1-866-308-5730 (TDD/TTY:
1-800-695-1788), or write us at Comenity Bank, PO Box 182273, Columbus, OH 43218-2273 or visit our
website at comenity.net/marathoncard.

J. Getting Started
Definitions
In this Agreement, “We,” “Us” and “Our” mean Comenity Bank. “You” and “Your” mean each person who
submits an application for an account with us. “Account” means your credit card account with us. “Card”
means each credit card we issue for your Account (as applicable). “Credit Plan” means one or more
payment program options Marathon may ask us to offer from time to time.
Upholding your Agreement

You agree to the terms of this Agreement, and promise to do everything required of you. If you sign or
submit an application to obtain credit from us, you’ll be legally bound by this Agreement. You’re also
legally bound if you sign a charge slip, or permit someone else to use the credit provided.
You agree that the credit extended under your Account will be used only for personal, family or
household purposes and not for business or commercial purpose.
If the Account is a joint Account, you and the joint Account holder will be bound by this Agreement. Each
of you will be jointly and individually responsible for repaying all amounts due. If more than one person
is responsible for this Account, we will only provide billing statements and communications to one of
you.
Any authorized user of your Account will be bound by the terms of this Agreement. If you want to revoke
the use of your Account by an authorized user, either write us at the address, or call us at the phone
number, shown on your Statement.
You agree to pay for all transactions made on your Account by an authorized user, whether or not such
transactions were authorized by you or made for your benefit.

Card signature (as applicable)
For your own protection, please sign your Card before using it. Keep in mind that your signature on the
Card isn’t a prerequisite to your obligation to pay amounts incurred on your Account.
Using your Credit Card Account

Your Account may be used to make purchases from Marathon and other retailers we may determine
occasionally by notifying you via electronic mail, statement message, website posting, or other method.
We may not honor transactions related to, including, but not limited to, gambling, ATM usage at casinos,
and illegal activities.

Making payments

Pay your Account by sending a check, money order, or cashier’s check payable in U.S. dollars, to the
name and address shown on your Statement specified for payments. Please don’t send cash.
Be sure to include your payment stub, do not staple your payment to the stub, and use the envelope
provided with your Statement.
If your payment doesn’t meet these requirements, it may not be credited to your Account for up to five
days, or may be rejected.

Any check marked “payment in full” or with similar terms must be sent to 13526 Nacogdoches Rd., San
Antonio, Texas 78217-1274

We can accept such checks or late or partial payments without losing our right to receive the full
amount owed on your Account.

Please don’t send any correspondence with your payment.

K. Keeping your account in good standing
Avoiding default
You’ll be in default under this Agreement if you:

fail to make at least the Total Minimum Payment Due
violate any provision of this Agreement
pass away
become the subject of bankruptcy or insolvency proceedings
supply us with misleading, false, incomplete or incorrect information
are unable or unwilling to perform the terms or conditions of this Agreement
fail to supply us with any information we deem necessary
default under any other loan or agreement you have with us or any of our affiliates
become incompetent
exceed your credit limit
issue a payment returned unpaid by your bank for any reason

If you don’t pay at least the Minimum Payment Due each time you receive a Statement, we may require
you to pay the full amount you owe immediately. If applicable law requires us to do so, we’ll tell you in
advance and/or give you the opportunity to remedy your default.
Reporting a lost or stolen card (as applicable)
If you notice the loss or theft of your credit card or a possible unauthorized use of your card, you should
write to us immediately at Comenity Bank, PO Box 182273, Columbus, OH 43218-2273 or call us at 1-
866-308-5730 (TDD/TTY: 1-800-695-1788). 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 your notice to us.
In any case, your liability will not exceed $50.

L. Learning more about your account
Credit Plans

Your Account may consist of a non-promotional Credit Plan and one or more promotional Credit Plans.
We may offer different promotional Credit Plans from time to time.
If a promotional Credit Plan is offered at the time you open your account, this Agreement will include
information about the terms for the Plan, by use of an insert, attachment, or other written information
provided as part of this Agreement.
Normal late payment charges, returned check charges and all other provisions apply to any promotional
Credit Plan, unless inconsistent with a particular Credit Plan offering.
If the promotional Credit Plan purchase isn’t paid in full before the promotional period ends, the balance
will be transferred to your non-promotional Regular Revolving balance.
Credit Plans offered and their particular features (including but not limited to minimum purchase
requirements and Minimum Payment) may vary occasionally at our discretion and include one or more
Regular Revolving or Promotional Credit Plans. Regular Revolving Credit Plans are your non-
promotional purchases using the Card. Promotional Credit Plans may include:

Waive Interest, Payment Required
Waive Interest, Equal Payment
Waive Interest, Low Payment
Defer Interest, Equal Payment
Defer Interest, Payment Required
Defer Interest, Low Payment

Low APR, Equal Payment
Budget Payment

Skip-payment option

At our discretion, we may allow you to skip making the Minimum Payment.
Finance Charges will be assessed during the skip-payment period, but a late fee won’t be imposed. This
will not be considered a waiver of any of the rights granted by this Agreement.
All other terms of your Account apply during the skip-payment period.

Credit limit

Your Credit Limit is the total maximum amount we permit you to owe us at any time.
You may not exceed any credit limit that we set for your Account.
If you do exceed your Credit Limit, we can still charge you for all purchases, Finance Charges and other
charges without giving up any of our rights under this Agreement.
We may change your Credit Limit at any time.

Account cancellation

You may cancel your Account. You’re still obligated to pay the full amount you owe us.
We may cancel your Account at any time, for any reason.
We may refuse to authorize any purchase on your Account. We may also suspend your Account and
your right to use your Card, including each Card you give to others.
We may cancel any Credit Plan at any time, for any reason.
Cancellation or suspension of your Account doesn’t negate your obligation to pay any amount you owe
us.
Cancellation of your Account includes each Card you give to others.

Minimum Payment

You can pay all of your Account balance at any time without penalty.
You must pay at least the Minimum Payment Due for each Billing Period by the Payment Due Date
shown on your Statement.
The Minimum Payment is the total of the minimum payments for the Regular Revolving and Promotional
Credit Plans plus any Past Due amounts.
The total Minimum Payment Due on your account won’t be less than $25. If your Account balance is
less than $25, you must pay the amount indicated on your Statement in full.
The Minimum Payment Due for each Credit Plan is calculated as follows:

The minimum payments for Regular Revolving Credit Plans, Waive Interest, Payment Required and
Defer Interest, Payment Required Promotional Credit Plans will be the greater of:

(a) $5.00; or
(b) 5% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that
Credit Plan.

The minimum payment for the Waive Interest, Equal Payment and Defer Interest, Equal Payment
Credit Plans will be the amount of the purchase divided by the number of months between the date of
the purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00.
The minimum payment for the Low APR, Equal Payment Credit Plan will be the amount of the
purchase including the calculated finance charges that will be assessed from the date of purchase
through the end of the promotional period divided by the number of months between the date of the
purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00.
The minimum payment for the Waive Interest, Low Payment and Defer Interest, Low Payment will be
the greater of:
(a) $5.00 or
(b) 1% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that
Credit Plan.

Payment application

We reserve the right to apply payments equal to or less than the required minimum amount however we

see fit, which may result in balances subject to lower interest rates being paid prior to other balances.
This may also result in higher interest charges.
Any payment you make in excess of the required Minimum Payment Due will be allocated to your
Account as required by applicable law.
Excess payments received before a deferred interest promotion expires are applied to the deferred
interest promotional balance first in the last two billing cycles of the promotional period.

M. Interest, fees and charges
Finance Charges

If you make a purchase under a Regular Revolving Credit Plan, Finance Charges won’t be imposed in
any Billing Period in which (i) no Previous Balance exists or (ii) payments received and credits issued by
the Payment Due Date, which is at least 25 days after the Statement Closing Date shown on your last
Statement, equal or exceed the Previous Balance.
If the New Balance shown on your last Statement isn’t paid in full by the Payment Due Date shown on
your last Statement, there will be a Finance Charge on each purchase from the date of purchase. 
If you make a purchase under any Waive Interest Promotional Credit Plan, we won’t charge Finance
Charges on the purchase if you pay the total purchase amount before the end of the promotional period.
If you don’t pay the total purchase amount before the end of the promotional period, we’ll add the
remaining amount to your Regular Revolving balance. We’ll also begin charging Finance Charges on
the purchase from the first day after the promotional period ends. 
If you make a purchase under any Defer Interest Promotional Credit Plan and don’t pay the total amount
before the end of the promotional period, we’ll add the remaining purchase amount and the amount of
accrued Finance Charges to your Regular Revolving balance. 
If you make a purchase under a Low APR, Equal Payment Credit Plan, Finance Charges will be
assessed from the date of purchase through the end of the promotional period.

How we calculate Finance Charges on your Account
We calculate Finance Charges separately for each Credit Plan, using a “Daily Balance” to determine
Finance Charges for each Billing Period. Our calculation method is as follows:

We start with the beginning balance on your Account each day (including unpaid Finance Charges and
fees).
We subtract any payments or credit adjustments (treating any net credit balance as a zero balance) and
add new purchases and debit adjustments posted as of that day. This gives us the “Partial Daily
Balance” for the day. 
We then multiply the Partial Daily Balance for the day by the Daily Periodic Rate of Finance Charge.
This gives us the “Daily Finance Charge” for the day, which we add to the day’s Partial Daily Balance. 
We’ve now determined the “Daily Balance,” which will be the beginning balance for the following day.
This results in daily compounding of interest charges. 
At the end of each Billing Period, we add together each Credit Plan’s Daily Finance Charge, which gives
us the total Account Finance Charge.

Your Statement will show a Balance Subject to Interest Rate, which is the sum of the Daily Balance for
each day in the Billing Period divided by the total number of days.
Rates

The Index in effect for each Billing Period will be the highest “Prime Rate” of interest as published in the
“Money Rates” section of The Wall Street Journal for the calendar month preceding the month in which
the Billing Period begins, rounded upward if necessary, to the nearest .001% (“Index”).
An increase or decrease in the APR will result in a corresponding increase or decrease in the amount of
Finance Charge and may increase the amount of your minimum payment due.
If this Agreement accompanies credit cards for your new account, the current initial Daily Periodic Rate
of Finance Charge and corresponding APR are indicated on the Cardmailer and are incorporated herein
by reference.

Penalty Rate

If you fail to pay all or part of your Minimum Payment Due by the Payment Due Date shown on your
Statement for three consecutive Billing Periods, we may apply a penalty APR ("Penalty Rate") to the
existing balance of your Account and to all new purchases. 
We will provide you notice of this rate increase, when it will apply to your account, and for how long it
will apply to your account, as required by applicable law. 
The Penalty Rate will apply to your Account until such time as any delinquency is cured and your
account is kept in a current and satisfactory status for six (6) consecutive billing periods. On the seventh
billing period the Penalty Rate will no longer apply and your Account will be subject to the Daily Periodic
Rate of Finance Charge and corresponding APR. 
If you fail to make your required minimum monthly payments during the Penalty period, the Penalty
Rate will continue to apply. Your monthly statement will disclose the applicable Penalty Rate for the
Billing Period and are incorporated herein by reference.

Other fees and charges
You agree to pay the following fees and charges:

Late Fee: If you don’t pay at least the Minimum Payment Due by the Payment Due Date, we will charge
you a late fee.

The fee is $25 if you were not charged a late fee during any of the prior six billing periods.
Otherwise, the fee is $35.
This fee will never exceed the minimum payment due that was due immediately prior to the date on
which the fee was assessed.

Returned Payment Fee: We may charge you a fee for each payment that your bank doesn’t honor for
any reason.

The fee is $25 if you were not charged a returned payment fee during any of the prior six billing
periods.
Otherwise, the fee is $35.
This fee will never exceed the minimum payment due that was due immediately prior to the date on
which the fee was assessed.

Although we may decide to do so, we aren’t required to attempt to collect a payment more than once. 
Document Fees: If we provide you with a copy of any Statement, sales draft or similar document at
your request (except in connection with billing error inquiries or resolution), we may charge the Account
the following fee(s):

Statement copy - $6.00
Sales/Credit Draft copy - $6.00
Check/Money Order copy - $6.00

Alternative Payment Method Fee: We may offer alternative payment methods that allow you to make
individual, expedited payments to your Account over the phone. If you choose to use this payment
method, we may assess the current fee we charge for this service. Currently, that fee is up to $15.00 but
may change. We’ll let you know the current fee before you authorize any payment(s), and you can
withdraw your request if you don’t want to pay the fee.

N. Other Important Information
Collection Costs
As permitted under applicable law, you agree to pay the reasonable costs for collecting amounts due,
including reasonable attorney’s fees and court costs incurred by us or another person or entity.
Changes
We may add, change, or delete the terms of your Account. If required by law, we will give you advance
written notice of the change(s) and a right to reject the change(s).
Security Interest
You grant us a security interest in all goods you purchase through the use of the Account, now or at any
time in the future and in all accessions to and proceeds of such goods. We waive any security interest we
may have in your principal dwelling, to the extent that it would otherwise secure any obligation arising

hereunder.
Changes to your information
Please notify us immediately of any changes to your name or address.
Governing Law
THIS AGREEMENT IS GOVERNED BY DELAWARE AND APPLICABLE FEDERAL LAW. THIS IS THE
LAW WE ARE SPEAKING OF WHEN WE REFER TO A TERM PERMITTED OR REQUIRED BY
APPLICABLE LAW.
Transfer of Rights/Assignment
Your rights under this Agreement can’t be transferred by you, by operation of law or otherwise, but your
obligations will be binding upon your estate or personal representatives. We may transfer or assign your
Account and/or this Agreement, or any of our rights under this Agreement, to another person or entity at
any time without prior notice to you or your consent.
No Waiver of Rights
We can delay enforcing our rights under this Agreement without losing them.
Severability
If any provision of this Agreement is in conflict with applicable law, that provision will be considered to be
modified to conform with applicable law.

O. Disputes & Reporting to Credit Agencies
Credit Reports

You give us permission to investigate your credit record.
You agree that a credit report may be requested in connection with the processing of your credit
application. A report may also be requested in connection with a credit extension, credit limit request,
Account renewal or update, Account collection action, or dispute investigation.
You understand that we may report negative information (such as, late payments, missed payments, or
other defaults) about your account to credit bureaus.
You give us permission to provide information about your Account to credit bureaus and other creditors,
as well as to the retailer whose name appears on your Card.

Credit report disputes
If you believe the account information we reported to a consumer reporting agency is inaccurate, you may
submit a direct dispute to Comenity Bank, PO Box 182789, Columbus OH 43218-2789.  Your written
dispute must provide sufficient information to identify the account and specify why the information is
inaccurate:

Account Information: Your name and account number
Contact Information: Your address and telephone number
Disputed Information: Identify the account information disputed and explain why you believe it is
inaccurate
Supporting Documentation: If available, provide a copy of the section of the credit report showing the
account information you are disputing

We will investigate the disputed information and report the results to you within 30 days of receipt of the
information needed for our investigation. If we find that the account information we reported is inaccurate,
we will promptly provide the necessary correction to each consumer reporting agency to which we
reported the information.
Your Billing Rights: Keep This Document For Future Use
This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
What To Do If You Find A Mistake On Your Statement
If you think there is an error on your statement, write to us at: Comenity Bank, PO Box 182782, Columbus
OH 43218-2782
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 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 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.
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 statement, and we may continue to charge you interest on
that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your
balance.
We can apply any unpaid amount against your credit limit.
After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees
related to that amount.
If we do not believe there was a mistake: You will have to pay the amount in question, along with
applicable interest and fees. We will send you a statement of the amount you owe and the date
payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.
If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling
us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that
you are questioning your bill. We must tell you the name of anyone to whom we reported you as
delinquent, and we must let those organizations know when the matter has been settled between us.
If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question
even if your bill is correct. 
Your Rights If You Are Dissatisfied With Your Credit Card Purchases
If you are dissatisfied with the goods or services that you have purchased with your credit card, and you
have tried in good faith to correct the problem with the merchant, you may have the right not to pay the
remaining amount due on the purchase.
To use this right, all of the following must be true:

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 you the goods or services.)

2.  You must have used your credit card for the purchase. Purchases made with cash advances from

an ATM or with a check that accesses your credit card account do not qualify.

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:
Comenity Bank 

PO Box 182782, Columbus OH 43218-2782
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.

P. Optional Products
Credit insurance (as applicable)
Purchasing credit insurance is optional. If you do choose to carry credit insurance coverage, the premium
charge will be added to your Account as a purchase on the last day of each Billing Period. You can cancel
your coverage at any time.
Account Assure debt cancellation (as applicable)

Purchasing Account Assure is optional.
Your decision whether or not to purchase Account Assure won’t affect your application for credit or the
terms of any existing credit agreement you have with Comenity Bank.
The monthly fee for Account Assure is based on the outstanding monthly balance on your Account each
month and will be added to your Statement.
We’ll provide additional information before you’re required to pay for Account Assure. This will include a
copy of the contract containing the terms and conditions pertaining to Account Assure. 
You can cancel your Account Assure at any time. 
There are eligibility requirements, conditions, and exclusions that could prevent you from receiving
benefits under Account Assure. 
Be sure to carefully read the contract for a full explanation of the terms of Account Assure.

Q. Communicating with us
Communicating to you about your Account
If we need to contact you to service your Account or to collect amounts you owe to us, you give direct
consent to us, as well as servicers, agents, contractors and collectors of your Account, to communicate
with you in any way, such as calling, texting, or e-mail via:

1.  a cell, landline, or text number you provide, use to contact us, or at which we believe we can reach

you (even if it is not yours),

2.  any email address you provide to us or one of our merchants,
3.  automated dialer systems and automatic telephone dialing systems,
4.  pre-recorded or artificial voice messages and other forms of communications.

You also agree that these communications aren’t unsolicited for purposes of any state or federal law, and
you understand that this may result in additional mobile, text message, or data charges.
Phone monitoring

To provide you with high-quality service, phone communication with us is monitored and/or recorded. 
You agree that we monitor and/or record any phone calls between you and us. 
Please inform all authorized cardholders of this provision, including anyone acting on your behalf or
making payments on this Account.

For Wisconsin residents
If you are married, please contact us immediately upon receipt of this Agreement at 1-866-308-5730
(TDD/TTY 1-800-695-1788) and provide us with the name and address of your spouse. We are required
to inform your spouse that we have opened a credit account for you.
For bankruptcy notifications:
All bankruptcy notices and related correspondence to Comenity Bank should be sent to the following
address: Comenity Bank, Bankruptcy Department, PO Box 182125, Columbus OH 43218-2125.

R. Arbitration and jury trial waiver
A. Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY IN
THE EVENT OF A LAWSUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY
TRIAL WAIVER SHALL NOT AFFECT THE ARBITRATION PROVISION BELOW (INCLUDING THE
JURY TRIAL WAIVER CONTAINED THEREIN). YOU AND WE EACH REPRESENT THAT THIS
WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY.
B. Notice and Cure
Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising out of or related to this
Agreement (as further defined below, a “Claim”), the party asserting the Claim (the “Claimant”) shall give
the other party (the “Defendant”) written notice of the Claim (a “Claim Notice”) and a reasonable
opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice to you shall be sent in writing to
the address we have in our records (or any updated address you subsequently provide to us). Any Claim
Notice to us shall be sent by mail to Comenity Bank, PO Box 182436, Columbus, Ohio 43218-2436 (or
any updated address we subsequently provide). Any Claim Notice you send must provide your name,
address and account number. Any Claim Notice must explain the nature of the Claim and the relief that is
demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party.
No third party, other than a lawyer you have personally retained, may submit a Claim Notice on your
behalf. The Claimant must reasonably cooperate in providing any information about the Claim that the
other party reasonably requests.
C. Arbitration Provision
READ THIS ARBITRATION PROVISION CAREFULLY. IF YOU DO NOT REJECT THIS ARBITRATION
PROVISION IN ACCORDANCE WITH PARAGRAPH C.1. BELOW, IT WILL BE PART OF THIS
AGREEMENT AND WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL
RESOLVE ANY CLAIM WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE
FUTURE.

1.  Your Right to Reject: If you don’t want this Arbitration Provision (and any prior arbitration

agreement between you and us (“Prior Arbitration Agreement”)) to apply, you may reject it by
mailing us a written rejection notice which gives the name of each Cardholder and contains a
statement that you (both of you, if more than one) reject the Arbitration Provision of this
Agreement. The rejection notice must be sent to us at Comenity Bank PO Box 182422,
Columbus, OH 43218-2422. A rejection notice is only effective if it is signed by you (all of you,
if more than one) and if we receive it within thirty (30) calendar days after the date we first
provide you with a credit card agreement or written notice providing you a right to reject this
Arbitration Provision. Your rejection of this Arbitration Provision will not affect any other
provision of this Agreement or your ability to obtain credit.

2.  Parties Subject to Arbitration: Solely as used in this Arbitration Provision (and not elsewhere in

this Agreement), the terms “we,” “us” and “our” mean (a) Comenity Bank, any parent, subsidiary or
affiliate of the Bank and the employees, officers and directors of such companies (the “Bank
Parties”); and (b) any other person or company that provides any services in connection with this
Agreement if you assert a Claim against such other person or company at the same time you assert
a Claim against any Bank Party.

3.  Covered Claims: “Claim” means any claim, dispute or controversy between you and us that in any
way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards
program, any prior agreement or account. “Claim” includes disputes arising from actions or
omissions prior to the date any Card was issued to you, including the advertising related to,
application for or approval of the Account. “Claim” has the broadest possible meaning, and includes
initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon
contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation,
ordinance, common law and equity (including any claim for injunctive or declaratory relief). “Claim”
does not include disputes about the validity, enforceability, coverage or scope of this Arbitration
Provision or any part thereof (including, without limitation, the prohibition against class proceedings,

private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7
(the “Class Action Waiver”), the last sentence of Paragraph C.13 and/or this sentence); all such
disputes are for a court and not an arbitrator to decide. However, any dispute or argument that
concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to
decide.

4.  Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if
that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by
giving a written demand for arbitration to the other party. We will not demand to arbitrate an
individual Claim that you bring against us in small claims court or your state’s equivalent court, if
any. But if that Claim is transferred, removed or appealed to a different court, we then have the right
to demand arbitration.

5.  Choosing the Administrator: “Administrator” means the American Arbitration Association (“AAA”),
1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org; JAMS is at 620 Eighth Avenue,
34th Floor, New York, NY 10018, www.jamsadr.com; or any other company selected by mutual
agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable
to select an Administrator by mutual consent, the Administrator will be selected by a court. The
arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator.
However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of
experience. You get to select the Administrator if you give us written notice of your selection with
your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that
we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim,
within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we
may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration
may be administered, without the consent of all parties to the arbitration, by any Administrator that
has in place a formal or informal policy that is inconsistent with the Class Action Waiver.

6.  Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT
TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN
COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN
INFORMATION FROM US IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT.
OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE
AVAILABLE IN ARBITRATION.

7.  Prohibition Against Certain Proceedings: IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1)
NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-
WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2)
NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN
ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR
CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4)
THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE
ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY
ARBITRATION.

8.  Location and Costs of Arbitration: Any arbitration hearing that you attend must take place at a

location reasonably convenient to you. We will pay any and all fees of the Administrator and/or the
arbitrator if applicable law requires us to, if you prevail in the arbitration or if we must bear such fees
in order for this Arbitration Provision to be enforced. If you demand an arbitration, we will pay your
reasonable attorneys’ and experts’ fees if you prevail or if we must bear such fees in order for this
Arbitration Provision to be enforced. Also, we will bear any fees if applicable law requires us to.
9.  Governing Law: This Arbitration Provision involves interstate commerce and is governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law. The
arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of
limitations and claims of privilege recognized at law. The arbitrator may award any remedy provided
by the substantive law that would apply if the action were pending in court (including, without

limitation, punitive damages, which shall be governed by the Constitutional standards employed by
the courts). At the timely request of either party, the arbitrator must provide a brief written
explanation of the basis for the award.

10.  Right to Discovery: In addition to the parties’ rights to obtain discovery pursuant to the arbitration
rules of the Administrator, either party may submit a written request to the arbitrator to expand the
scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator
shall have discretion to grant or deny that request.

11.  Arbitration Result and Right of Appeal: Judgment upon the arbitrator’s award may be entered by
any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of
appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or involves a
request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either
party exceeding $50,000, any party can, within 30 days after the entry of the award by the arbitrator,
appeal the award to a three-arbitrator panel administered by the Administrator. The panel shall
reconsider anew any aspect of the initial award requested by the appealing party. The decision of
the panel shall be by majority vote. Reference in this Arbitration Provision to “the arbitrator” shall
mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal
will be borne in accordance with Paragraph C.8. above.

12.  Rules of Interpretation: This Arbitration Provision shall survive the repayment of all amounts owed
under this Agreement, the closing of the Account, any legal proceeding and any bankruptcy to the
extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between
this Arbitration Provision, on the one hand, and the applicable arbitration rules or the other
provisions of this Agreement, on the other hand, this Arbitration Provision shall govern. This
Arbitration Provision replaces any Prior Arbitration Agreement.

13.  Severability: If any portion of this Arbitration Provision, other than the Class Action Waiver, is

deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. If a
determination is made that the Class Action Waiver is unenforceable, only this sentence of the
Arbitration Agreement will remain in force and the remaining provisions shall be null and void,
provided that the determination concerning the Class Action Waiver shall be subject to appeal.
14.  Special Payment: If (1) you submit a Claim Notice in accordance with Section B of the Arbitration
and jury trial waiver Provisions on your own behalf (and not on behalf of any other party); (2) we
refuse to provide you with the relief you request; and (3) an arbitrator subsequently determines that
you were entitled to such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus
any fees and costs to which you are entitled).

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