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Cardmember Agreement

Here is your new Cardmember Agreement (the "Agreement"). It is the contract between you and us regarding your credit
card account (the "Account"). This Agreement is being sent to you and each Authorized User so that each of you is aware of
the terms that apply to the use of the Account and Cards. This Agreement is effective as soon as you, or any of your
Authorized Users, activate a Card or use the Account. It also applies if you have not closed your Account within 30 days after
we issue the Card(s).

Definitions:

We have provided a glossary containing definitions of the terms used in this Agreement. Our definitions rely heavily on, but
deviate slightly from, the definitions used by the Consumer Financial Protection Bureau ("CFPB") in connection with its
December 2011 prototype credit card agreement.

Rates and Fees Table:

This Agreement references a separate document entitled "Rates and Fees Table" that explains the different APR's and fees
that apply to your Account. Such Rates and Fees Table is made a part of this Agreement between us.

1. ACCESSING AND USING YOUR ACCOUNT

a. Generally. Your Account can be accessed by a Card issued to you or to any Authorized User. Your Account may only be
used for personal, family, or household purposes. Your Account may not be used for illegal purposes, and it may not be used
for internet gambling, or marijuana Purchases, even if legal. You are responsible for any use of, and Charges to, your
Account by you and/or your Authorized User(s), even if the use or Charge is prohibited by this Agreement.

b. Authorized User(s).

i. Adding or Removing an Authorized User. Notify Us if you want to add or remove an Authorized User on your Account.
We will ask you certain identifying information about the Authorized User before adding them to the Account. We reserve
the right to remove any Authorized User at any time. Any Authorized User you add must follow all of the terms of use of
this Account which apply to you, and a failure by any Authorized User to follow such provisions, will be deemed a failure
by you to adhere to such provisions.
ii. Communications with an Authorized User. You agree we may share certain information with an Authorized User
regarding your Account in order to effectively administer your Account, including transaction verifications, digital wallet
verifications, fraud disputes, and similar security type verifications involving use of your Account by the Authorized User.
We will not share information beyond what we believe is necessary.

c. Joint Accounts. If more than one person applied for, or is liable on, the Account, we may send any communications to
either of you, we may disclose information about the Account to either of you, and we may accept instructions from either of
you (even if you have a disagreement).

d. Convenience Checks.

i. From time to time, we may provide you with Convenience Check to access your Account. By using a Convenience
Check, you agree to follow any special terms we send you with such Convenience Check. The amount of your
Convenience Check will be added to either a separate Balance on the Bill (if special terms apply), or the Purchase
Balance (if no special terms apply). Additionally, the Convenience Check Advance Fee (as set forth in the Rates and
Fees Table) will be added to the Cash Advance Balance. NOTE: There is no Grace Period for Charges related to
Convenience Checks.
ii. Limitations. We have the right not to pay a Convenience Check for any reason. You may not use a Convenience
Check to make a payment on your Account or any other account with us. You must inform any person to whom you
provide a Convenience Check that they must deposit the Convenience Check at their own depository institution as we
will not cash a Convenience Check at our branches for non-KeyBank customers.

2. CREDIT LIMITS AND CASH ADVANCE LIMITS

a. Generally. All Cards accessing your Account are subject to your Account's credit and cash advance limits. Your initial
credit limit and cash advance limit are located on the card carrier that was sent to you with your Card.

b. Credit Limit. Your credit limit is the maximum amount that you can have outstanding on your Account at any time. You
agree not to initiate any Charges that would cause your Account balance to exceed the credit limit. At our discretion, we may
approve a Charge that causes your Account balance to exceed the credit limit, but we do not treat such a Charge as a
request for an increase to your credit limit. You are responsible for paying all Charges in excess of your credit limit
immediately. All Charges in excess of your credit limit will be included as part of your Minimum Payment.

c. Cash Advance Limit. Your Cash Advance limit is only a portion of your total available unused credit limit. If no separate
Cash Advance limit is listed on your Bill, then your credit limit and your Cash Advance limit are the same.

d. Changes to Your Credit Limit and Cash Advance Limit. Without advance notice, we may change your credit limit at any
time (which may also affect your Cash Advance limit). We will notify you of any changes through your Bill or by sending you a
separate notice, which may be after the change occurs.

3. USING YOUR CARD FOR CHARGES

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a. Generally. You may use your Account for Purchases, Cash Advances, or Balance Transfers. Each type of Charge will
have its own Balance. Each Balance may have a separate APR. Certain Charges will also incur a transaction fee (as set forth
in the Rates and Fees Table) (e.g. a Balance Transfer will incur a Balance Transfer Fee). You must refer to the Rates and
Fees Table for a complete listing of transaction fees specific to your Account. Other non-transaction based fees may apply to
your Account. Please see Section 7 below for an explanation of such fees.

b. Authorization of Charges. We do not guarantee this Card will be accepted by any merchant. We may refuse to authorize
any Charge at our sole discretion, even if there is sufficient available credit. We are not responsible for any losses associated
with a declined Charge.

c. Balance Transfers. You can transfer balances to your Account by Notifying Us. We will charge a Balance Transfer fee on
the amount of each Balance Transfer. We permit Balance Transfers from most accounts issued by other banks. We do not
permit Balance Transfers from other accounts or loans with us or any of our affiliates. Note however, that if you transfer a
balance using a Convenience Check, such Charge will be treated like any other Charge completed by a Convenience Check.
(See Section 1(d) regarding Convenience Checks).

d. Recurring Charges. Cardholders may authorize a third-party to bill Charges on a recurring basis to your Account. If you
want to stop these Charges, you must contact the third-party and direct the third-party that it is no longer authorized to make
Charges to your Account. Recurring Charges may not process if your Card number, expiration date or security code changes.
You agree that we may, but are not required to, transfer recurring Charges to any replacement Card or Account. If your
Account is closed or suspended or we suspend making certain recurring Charges on your Account, you are responsible for
making alternate payment arrangements with the affected third-party.

4. INTEREST CHARGES

a. Your APR's are on the Rates and Fees Table. Variable Rates are calculated by adding together an index and a margin.
The index is the Prime Rate as published in the "Money Rates" section of The Wall Street Journal. At the end of your billing
period, we look at the Prime Rate as published on the last business day of the previous calendar month to determine your
index. An increase or decrease in the index will cause a corresponding increase or decrease in your variable rates effective
as of the first day of your billing cycle that begins in the same month in which such change in the index is published. Your
Rates and Fees Table will indicate the "margin" applicable to your Account. If the APR increases you will pay a higher interest
Charge and may have a higher Minimum Payment. If The Wall Street Journal ceases to publish the Prime Rate, or it changes
the definition of the U.S. Prime Rate, we may, in our sole discretion, substitute another index.

b. Minimum Interest Charge. If the interest calculation for the Billing Period (using the formula explained in Section 5 below)
renders an amount greater than zero, but less than the "Minimum Interest Charge" (as set forth in the Rates and Fees Table),
we will add the Minimum Interest Charge to your Account in lieu of the interest from the interest calculation. The Minimum
Interest Charge is labeled as a fee on your Bill (rather than interest), and is added to the Purchase Balance.

5. INTEREST CALCULATION

a. Generally. Even though your Account may be accruing interest Charges during the entire Billing Period, we only post
interest Charges to your Account once, at the end of each Billing Period. (See formula below in subsection 5(b) for how we
do this.) Because we do not post interest Charges until the end of the Billing Period, if you make a payment mid-Billing Period
intending to pay off the entire Account, be aware that you may not have taken into account interest accruing on Balances not
entitled to a Grace Period.

b. Interest Charge Calculation Formula. We charge interest on your Account using the Average Daily Balance Method with
Compounding (including new transactions). Note: the Glossary also contains a definition of Daily Periodic Rate (referred to as
"DPR" in the formula below) and Average Daily Balance ("ADB" in the formula below). For each Balance that makes up your
Account we use the formula below:

(DPR) x (ADB) x (# of days in Billing Period) = Interest Charges

To arrive at the ADB used in the formula above, we perform the following calculation during the Billing Period for each specific
Balance to come up with a Daily Balance:

Beginning Balance (i.e. the previous day’s Daily Balance)

+ New transactions

+ Fees specific to a particular transaction

+ Interest applicable to the previous day’s Daily Balance‡ using the DPR to calculate the interest

- Payments or credits

= Daily Balance

‡We treat any credit balance as a zero balance

We add together all of the Daily Balances for the Billing Period and then divide the number of days in the Billing Period to
arrive at the ADB. The ADB amount can then be used in the formula above to determine the actual interest Charges that will
be added to (i.e. posted to) your Account.

You will be able to see the Interest Charges for each of the Balances on your Bill under the section entitled "Interest Charge
Calculation". We then add up all of the interest Charges for each Balance to get the total interest Charges for the Billing

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Period, which total can be found on the first page of your Bill in the box labeled "Summary of Card Activity" under the heading
of "Interest Charged".

c. Interest Charges and Fees Are Added to the Balances to Which They Apply. We add the applicable interest Charges
to the Balances to which they apply (for example, we add interest Charges on Purchases to the Purchase Balance). Likewise,
we add the particular fees to the Balances to which they apply (for example, we add the Balance Transfer Fee to the Balance
Transfer Balance). Note that Cash Advance Fees, Overdraft Protection Transfer Fees and Convenience Check Fees are
added to the Cash Advance Balance. Fees that do not apply to a particular Balance are added to the Purchase Balance.

d. Grace Period Applies Only to Purchases. Only the portion of the Purchase Balance attributable to Purchases will be
provided a Grace Period. Other Charges in the Purchase Balance (such as Convenience Checks) will be charged interest
from the date of the transaction at the disclosed APR. (For more information, see Section 1(d) regarding Convenience
Checks). Also, there is no Grace Period for Balance Transfers or Cash Advances.

e. How the Grace Period Works to Avoid Interest on Purchases. In order to receive a Grace Period on your Purchases,
you will need to pay in full on or before the Due Date the "New Balance" on your Bill. As long as you continue to pay the
entire "New Balance" on your Bill on or before the Due Date each consecutive Billing Period, your Purchases will receive a
Grace Period. If you do not pay your Bill in full (including the amount of any special promotions, Convenience Check offers,
etc.), you will lose your Grace Period. If you lose your Grace Period by making only a partial payment that is at least equal to
the Minimum Payment on or before the Due Date, then in the next Billing Period, we will apply your partial payment as of the
first day of that next Billing Period. If you lose your Grace Period, you may earn it back by paying the entire "New Balance"
listed on any subsequent Bill. Once you have paid the New Balance on your Bill in full on or before its Due Date, you will
receive a Grace Period for any Purchases made in the next Billing Period (subject to loss as set forth above). Note: in this
section, the "next" Billing Period means the Billing Period which started immediately following the Billing Period for which you
paid your Bill in full on or before the Due Date, which Due Date falls in the Billing Period identified in this section as the "next"
Billing Period.

f. When We Begin to Charge Interest. Except as set forth in the previous section entitled "How the Grace Period Works to
Avoid Interest on Purchases", all Charges begin to accrue interest from the date of the transaction (which may be earlier than
the posting date). Such Charges will continue to accrue interest until paid in full.

g. When We Add Charges. We add Charges to your Account no earlier than the date of the transaction. Generally the date
of the transaction will be the sale date for the Purchases, the date you request a Balance Transfer or a Cash Advance, or the
date the payee deposits a Convenience Check. There may be delays in posting Charges to your Account. Although we
generally add the fees associate with a specific Charge on the same date that we add the Charge, for non-transaction related
fees, we post them when the service is requested (e.g. when a statement reprint is requested) or when the assessment
occurs (e.g. late fees at the end of the Billing Period). Note that any Balance may be subdivided to accommodate for special
terms Convenience Checks or other promotional Balances.

6. OVERDRAFT PROTECTION ADVANCE ("OD ADVANCES")

a. Generally. You may elect to set up this Account to cover overdrafts on your KeyBank checking account by Notifying Us.
Only one OD Advance will be made each day. Additionally, we will charge an Overdraft Protection Transfer Fee (as set forth
in the Rates and Fees Table) to this Account each day an OD Advance occurs. OD Advances will be treated as Cash
Advances. The terms of this Agreement and your checking account agreement will apply.

b. Overdraft Protection Set-Up. Overdraft Protection is typically available within ten business days of receipt of the request.
To confirm your request for Overdraft Protection has been processed and is available:

1. Call or visit your local branch.
2. Check your Account at Key.com on the "Financial Details" tab.
3. Call our Client Satisfaction Center at 1-800-KEY2YOU (1-800-539-2968), or for our hearing impaired clients TDD/TTY
1-800-539-8336.

c. Limitations on Eligibility. In order to link this Account to your checking account, all persons who applied for this Account
or who are liable on this Account must be owners of the checking account. If at any time for any reason the persons who
applied for this Account or who are liable on this Account and the owners of the checking account are different, your right to
take OD Advances will terminate.

d. OD Advances. Once you activate this feature we will link this Account to your KeyBank checking account. When specified
below, a Charge will be made to this Account (here an "Overdraft Protection Advance" or "OD Advance") and the funds
represented by such Charge will be transferred to your linked checking account. You request and agree that these automatic
OD Advances be made.

e. Timing of OD Advances. At the end of each business day, an automatic OD Advance will be made on this Account when
the total amount of withdrawals from your linked checking account made during the day and service charges we post to your
linked checking account for the day, exceed the amount of funds in such linked checking account that is available for
withdrawal.

f. Amount of OD Advances. You agree that the amount of the OD Advances will be advanced from this Account up to the
amount that is available under your Cash Advance limit. The Cash Advance limit amount used for authorization of OD
Advances is calculated as of the end of the prior business day and may be updated with current day information if available.
Cash Advances occurring during the day will reduce the amount of the Cash Advance limit available for OD Advances. The

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automatic OD Advance will equal the lesser of the amount needed to cover the unpaid amount of withdrawals and service
charges in your Checking Account, or the amount of available funds under your Cash Advance limit, rounded up to the
nearest $50.00 increment.

g. Our Reservation of Rights. We may pay items into overdraft, at our discretion, and charge an overdraft fee on your
Checking Account if you do not have available funds under your Cash Advance limit for an OD Advance of the total overdraft
amount. If you fail to properly maintain your accounts, in addition to other rights and remedies we have, we may terminate
your Overdraft Protection.

h. Cancellation of OD Protection. You may cancel the Overdraft Protection services at any time by giving us written notice
at the address printed on your Bill. We may cancel your Overdraft Protection and stop making OD Advances at any time.

7. FEES

a. Transaction Fees. We charge fees in connection with specific Charges you have initiated. For example, we charge a
Balance Transfer Fee, when you request a Balance Transfer. Please see the Rates and Fees Table for a full listing of all of
our transaction fees. The fees for Foreign Currency Transactions (as set forth in the Rates and Fees Table) are calculated as
set forth in the definition in the Glossary.

b. Late Payment Fee. If you make a Late Payment, we may charge you a Late Payment fee. For a detailed explanation of
this fee, please see the Rates and Fees Table (particularly the additional language following such table which contains
additional terms of your Cardmember Agreement). The Late Payment Fee will not exceed the Minimum Payment amount.

8. PAYING US

a. Your Bill. You agree to pay us all amounts that we lend you on your Account, together with the interest Charges and fees
as provided in this Agreement. Additionally, you may pay all or part of your Account balance at any time. For each Billing
Period, you agree to pay at least the Minimum Payment on or before the Due Date in accordance with our Standard Payment
Instructions. If you don't receive a Bill by the date when you usually receive it, Notify Us at once.

b. Minimum Payment. If you do not pay the Minimum Payment by the Due Date, we may charge you a Late Fee and you will
be in Default.

Your Minimum Payment will include any amount in excess of your credit limit plus the greater of:

$30.00, or
1% of the outstanding Balance on the Account (inclusive of all fees other than the late fee) plus interest charges,
late fees and any past due amount.

In any case, your Minimum Payment will not exceed the New Balance on your Bill.

c. Making a Payment.

i. By Check. You authorize us to either use information from your check to make a one-time electronic fund transfer from
your account or to process the payment as a check transaction.
ii. By Phone. If you call us to make a payment to us over the phone, you authorize us to make such payment in
accordance with your instructions. You agree that we may either record your oral authorization during the call or send
you notice by mail or e-mail of the authorization.
iii. When Payments are Received. When you schedule a payment with us through our online banking website or our
mobile site before our cut-off times, we consider the payment received by us on such date, even though the funds
associated with such payment have not been collected by us. When you send us a check that satisfies our Standard
Payment Instructions and the physical check arrives before our cut off times, we consider it received upon arrival.
However, if you initiate a payment to us through another institution or third party, we will not credit it to your Account until
we receive the funds associated with such payment. If a payment you send us is reversed for any reason, you may be
charged a late fee and lose your Grace Period.

d. Cut off Times, Weekends, and Holidays. You must follow the payment instructions (including cut off times) provided on
your Bill, as well as the Standard Payment Instructions defined in the Glossary. To be credited on day of receipt, payments
must be received by the cut-off time. We are not required to, but may, extend the cut-off time at our discretion for certain
electronic payment channels. If your Due Date falls on a weekend or holiday, we will treat mailed payments received by us by
the cut off time on our next business day as being received by us on the Due Date.

9. HOW WE APPLY YOUR PAYMENTS

a. Crediting Payments to Your Account. As long we receive your Minimum Payment on or before the Due Date in
accordance with our Standard Payment Instructions and before our cut off times, you will not be charged late fees. We will
credit your payment as of the day it is received, even though there may be delays in posting the payment to your Account. If
we post a payment after the Due Date that was received by us before the Due Date, we will adjust your Account for late fees
and interest accrual, if applicable. We may accept and process late, partial and payments marked as "paid in full" without
losing our rights under this Agreement. Any such payments must be sent to the special address identified on your Bill.

b. Payments in Excess of the Minimum Amount. If you make more than the Minimum Payment when due, the excess
above the Minimum Payment is applied to Balances with the highest APRs first, unless otherwise required by law.

c. Payments Less Than or Equal to the Minimum Payment. We may apply the amount of your payment less than or equal
to your Minimum Payment and any credits to your Account in any way we choose. We generally apply these payments to

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lower APR Balances first, which means you may pay higher interest Charges.

d. How Payments Affect Your Credit Limit. We do not immediately increase the amount of total available credit under your
Credit Limit upon receipt of your payment. Depending upon your payment amount and other factors you may not be able to
reborrow the payment amount for a reasonable amount of time to ensure your payment has cleared, depending upon the
payment method you chose. This allows us a reasonable amount of time to collect the funds associated with your payment
and help you manage your Credit Limit to avoid over limit situations. When you make a payment to us from an account that is
not controlled by us, you should reference the disclosures provided in connection with such payment channel to determine
the approximate amount of time that it takes such payment to reach us.

e. Credit Balances. You may request a refund of credit balances at any time. If no refund is requested, we will apply credit
balances to new Charges, unless prohibited by law.

10. DEFAULT AND ENFORCEMENT

a. Generally. If your Account is in Default, we may close your Account or terminate or suspend your credit privileges without
notice and require full payment of your outstanding Balance immediately. We can also begin collection activities. To the extent
permitted by law, if you are in Default because you have failed to pay us, we will require you to pay our collection costs,
attorneys' fees, court costs and all other expenses of enforcing our rights under this Agreement.

b. Enforcement. We may choose to delay enforcing or waive any of our rights under this Agreement. We can delay enforcing
or waive any of our rights without affecting our other rights. If we waive a right, we do not thereby waive the same right in
other situations.

11. CLOSING YOUR ACCOUNT

a. Closing Your Account. You may close your Account at any time by Notifying Us. We may close or suspend your Account
at any time for any reason without telling you first. If there are any unpaid amounts on your Account when it is closed, you
remain responsible for paying all unpaid amounts. After closure, we will no longer authorize Purchases, Balance Transfers,
Cash Advances or other Charges initiated by you, but your Account Balances will continue to accrue interest Charges and
fees and remain subject to all other terms of this Agreement. As long as your Account is not in Default, you will be permitted
to pay your Bill monthly until your Account is paid in full. If your Account is in Default when it is closed please refer to Section
10 of this Agreement regarding Default and Enforcement for further information as to payment responsibilities.

12. LOST, STOLEN, OR COMPROMISED CARDS/ACCOUNT

a. Notify Us. You must Notify Us immediately and stop using your Account.

b. Liability. You will not be liable for any unauthorized use that occurs after you Notify Us. You may, however, be liable for
unauthorized use that occurs before you Notify Us. In any case, your liability will not exceed $50. A Charge that falls into the
definition of an Authorized Charge will not be considered unauthorized use.

13. COMMUNICATIONS

a. Mailings. We will send Bills and other Account related communications to your Address On File, which may also include
an alternate address you have provided us for specific purposes we agree upon. We will not send a new or replacement Card
to a post office box or to your Address On File if it has recently changed.

b. Telephone Communications. By providing a telephone number for a cellular telephone, other wireless device, or a
landline number that was later converted to a wireless device, you are expressly consenting to receiving communications at
that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an
automatic telephone dialing system from KeyBank and its affiliates and agents. This express consent applies to each such
telephone number that you provide to us now or in the future and permits such calls regardless of their purpose. These calls
and messages may incur access fees from your cellular provider. Some of the legal purposes for calls and messages include:
suspected fraud or identity theft, obtaining information; transacting on or servicing of the Account; collecting on the Account,
and providing you information about product and services.

c. Telephone Monitoring. We may listen to and record your telephone calls with us.

d. Authenticating Your Identity. When you call us, we may ask you certain information to be comfortable it is you we are
talking to. We may also ask for such information when you are writing to us via mail or signing on to our online banking site or
our mobile site. We will not ask you via e-mail to provide us any identifying information so be aware not to respond to any
phishing e-mails.

e. E-Mail Communications. We may also send an email to any e-mail address you have provided us or any e-mail address
where we reasonably believe we can contact you.

f. Changes to Your Information. You are required to Notify Us any time you move or otherwise want to change your
Address On File. Notify Us immediately of any changes to your phone numbers, e-mail address, Address On File or other
contact information. Please see definition of "Notify Us" for methods of contacting us.

14. CREDIT INFORMATION

a. Credit Information We Receive About You. We may obtain and review your credit history from credit reporting agencies
and others, including in connection with the servicing and collection of your Account. As a part of servicing, we will review

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your Account on a regular basis to determine if you are eligible for certain promotional offers related to your Account and you
authorize us to do so.

b. Credit Reporting We Do on Your Account. We provide information about this Account to consumer reporting agencies
and others for you as well as for any Authorized User. As Authorized Users are not liable for repayment of this Account, an
Authorized User may request that we cease reporting this Account for him or her. If an Authorized User makes such a
request, we will remove the Authorized User from the Account.

c. Disputes. If you think we provided incorrect information, write to us at the address provided in the section of your Bill
labeled "What To Do If You Think You Find A Mistake On Your Statement" and we will investigate.

15. OTHER PROVISIONS

a. Applicable Law. This Agreement and the Account will be governed by federal law, and to the extent state law is
applicable, the laws of the state of Ohio, and these laws will apply no matter where you live or use this Account.

b. Amendments. We may change or terminate all or any part of this Agreement, including without limitation APRs and fees,
at any time. We may also add new terms or delete terms. Any changes will be in accordance with applicable law, and we will
provide notice as required by law.

c. Assignment. We may sell, Assign or transfer the Agreement and the Account or any portion thereof without notice to you,
and the purchaser, assignee, or transferee shall have the same rights as we do under this Agreement. You may not sell
Assign, or transfer the Account.

d. Severability. Except as specifically provided in Section 16 below, if any provision of this Agreement is finally determined to
be void or unenforceable under any law, rule or regulation, all other provisions of this Agreement will remain valid and
enforceable.

e. Restrictions on Use. KeyBank may restrict use of your Card in any jurisdiction or country where such use would be
contrary to U.S. law or regulation, or which is identified as presenting a high risk of fraud. Please call 1-800-KEY2YOU for the
current list of countries where Charges are restricted.

16. ARBITRATION PROVISION

This Arbitration Provision will not apply to new accounts opened on or after October 3, 2017 by Covered Borrowers
as such term "Covered Borrower" is defined by the Military Lending Act, 10 U.S.C. 987 e. seq. and its implementing
regulations.

a. Agreement to Arbitrate. This Arbitration Provision sets forth the circumstances and procedures under which a Claim or
Claims (as defined below) may be arbitrated instead of litigated in court. This Arbitration Provision supersedes and replaces
any existing arbitration between you and us.

b. Opt-Out and Rejection Notice. You have a limited right to opt-out of this Arbitration Provision. If you do not follow the opt-
out procedures set forth in this section exactly, the Arbitration Provision section will apply. This Arbitration Provision will
apply to this Account unless you notify us in writing that you reject the Arbitration Provision within 60 days of
opening this Account. Send your rejection notice to KeyBank N.A., PO Box 93752, Cleveland, Ohio 44101-5752. Your
notice must be legible and include your name, the names of any joint Account holders and the Account number(s),
the last four digits of your card number, the date of your notice, your address (street, city, state and zip code), your
daytime telephone number, and must be signed by at least one of the joint Account holders. Your rejection notice
should not include any other correspondence. Calling us to reject the Arbitration Provision or providing notice by
any other manner or format than as described above will not operate as a rejection of this Arbitration Provision and
consequently this Arbitration Provision will become part of this Agreement. Rejection of this Arbitration Provision
does not serve as a rejection of any other term or condition of the Agreement with us governing your Account(s).

c. Definition of Claim. As used in this Arbitration Provision, the word "Claim" or "Claims" means any claim, dispute, or
controversy between you and us arising from or relating to this Agreement or the Account, including without limitation, the
validity, enforceability, or scope of the Arbitration Provision or this Agreement. "Claim" or "Claims" includes claims of every
kind and nature, whether pre-existing, present or future, including without limitation, initial claims, counterclaims, cross-
claims, and third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, constitutions, statutes,
regulation, common law, and equity (including, without limitation, any claim for injunctive or declaratory relief). The word
"Claim" or "Claims" is to be given the broadest possible meaning and includes, by way of example, and without limitation, any
claim, dispute, or controversy that arises from or relates to (a) any Account subject to the terms of this Agreement (b) any
electronic funds transfer from or to any Account (c) advertisements, promotions, or oral and written statements related to this
Agreement or the Account, (d) your application for the Account; and (e) the collection of amounts owed by you to us.
Notwithstanding this arbitration provision, if you have a Claim that is within the jurisdiction of the small claims court or your
state's equivalent court, you may file your Claim there. If that Claim is transferred, removed or appealed to a different court,
then we have the right to choose arbitration.

d. Arbitration Process Generally. This Arbitration Provision will not apply to Claims previously, or which are later asserted,
in lawsuits filed before the effective date of this Arbitration Provision or any prior arbitration provision between you and us,
whichever is earlier. However, this Arbitration Provision will apply to all other Claims, even if the facts and circumstances
giving rise to the Claims existed before the effective date of this Arbitration Provision.

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Any Claim shall be resolved, upon the election of you or us, by binding arbitration pursuant to this Arbitration Provision and
the applicable rules of either the American Arbitration Association or J.A.M.S/Endispute in effect at the time the Claim is filed
(the "Arbitration Rules"). You may select one of these organizations to serve as the arbitration administrator if you initiate an
arbitration against us or if either you or we compel arbitration of a Claim that the other party has brought in court. In addition,
if we intend to initiate an arbitration against you, we will notify you in writing and give you twenty (20) days to select one of
these organizations to serve as the arbitration administrator. If you fail to select an administrator within that twenty (20)-day
period, we will select one. In all cases, the arbitrator(s) should be a lawyer with more than ten (10) years of experience or a
retired judge. If for any reason the selected organization is unable or unwilling or ceases to serve as the arbitration
administrator, you will have twenty (20) days to select a different administrator from the above list; if you fail to select a
different administrator within the twenty (20)-day period, we will select one. In all cases, a party who has asserted a Claim in
a lawsuit in court may elect arbitration with respect to any Claim(s) subsequently asserted in that lawsuit by any other party or
parties.

IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE
RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-
ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE APPLICABLE ARBITRATION RULES. FURTHER,
YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF
CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION EXCEPT AS SET FORTH BELOW. THE
ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU
WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY
THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.

There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis. Furthermore,
arbitration can only decide your or our Claim(s) and may not consolidate or join the claims of other persons that may have
similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable Arbitration Rules. Any
arbitration hearing that you attend shall take place in the federal judicial district of your residence.

e. Arbitration Fees. At your written request, we will pay all fees charged by the arbitration administrator for any Claim(s)
asserted by you in the arbitration, after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state
or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting
the Claim(s) in court, you will not be required to pay that amount again.) If the arbitrator issues an award in our favor, you will
not be required to reimburse us for any of the fees we have previously paid to the administrator or for which we are
responsible.

f. Attorney Fees. Each party shall bear the expense of that party's attorneys', experts', and witness fees, regardless of which
party prevails in the arbitration, unless applicable law and/or this Agreement gives you the right to recover any of those fees
from us. In the event you do not prevail in the arbitration, we will not seek to recover our attorneys', experts' or witness fees
from you.

g. FAA. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by
the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1 et. seq. The arbitrator shall apply applicable substantive law
consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law, and at the
timely request of any party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration
proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and
binding, except for any right of appeal provided by the FAA and except that, if the amount in controversy exceeds $10,000.00
any party can appeal the award to a three-arbitrator panel administered by the arbitration administrator which shall reconsider
de novo (i.e. without regard to the original arbitrator's findings) any aspect of the initial award requested by the appealing
party. The decision of the panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party
regardless of the outcome of the appeal.

h. Survival. This Arbitration Provision shall survive termination of all Accounts subject to this Agreement. If any portion of this
Arbitration Provision is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not
invalidate the remaining portions of this arbitration provision or the Agreement. In the event of a conflict or inconsistency
between the applicable Arbitration Rules and this Arbitration Provision, this Arbitration Provision shall govern.

i. Contacting Arbitration Administrators. If you have a question about the arbitration administrators mentioned in this
Arbitration Provision or would like to obtain a copy of their Arbitration Rules or fee schedules, you can contact them as
follows: American Arbitration Association, 1633 Broadway, 10th Floor, New York, New York 10019, www.adr.org, (800)
778-7879. Commercial or Consumer Rules, J.A.M.S./Endispute, 222 South Riverside Plaza, Suite 1850, Chicago, IL 60606;
www.jamsadr.com (800) 352-5267, Financial Services Arbitration Rules and Procedures.

17. YOUR BILLING RIGHTS

a. Keep This Document for Future Use. This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

b. What to Do If You Find a Mistake On Your Statement. If you think there is an error on your statement, write us at the
address shown on your Monthly Statement. In your letter, give us the following information:

Account information: Your name and Account number.
Dollar amount: The dollar amount of the suspected error.

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Description of the problem: If you think there is an error on your Bill, describe what you believe is wrong and why
you believe it is a mistake.

You must contact us:

Within 60 days after the error appeared on your Monthly Statement.
At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount
you think is wrong.

You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any
potential errors and you may have to pay the amount in question.

c. What Will Happen After We Receive Your Letter. When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we

have already corrected the error.

2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the Bill is

correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question or report you as delinquent on that amount.
The charge in question may remain on your Monthly Statement, and we may continue to charge you interest on
that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your Balance.
We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that
amount.
If we do not believe there was a mistake: You have to pay the amount in question, along with applicable interest
and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report
you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your Bill is wrong, you must write to us within 10 days telling us that you still
refuse to pay. If you do so, we cannot report you as delinquent without also reporting you are questioning your Bill. We must
tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the
matter has been settled between us.

If we do not follow all of these rules above, you do not have to pay the first $50 of the amount you question even if your Bill is
correct.

d. Your Rights If You Are Dissatisfied With Your Credit Card Purchases. If you are dissatisfied with the goods or services
that you have purchased with your Card, and you have tried in good faith to correct the problem with the merchant, you may
have the right not to pay the remaining amount due on the Purchase.

To use this right, all of the following must be true:

1. The Purchase must have been made in your home state or within 100 miles of your current mailing address, and
the Purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was
based on an advertisement we mailed to you, or if we own the company that sold the good or services.)

2. You must have used your Card for the Purchase. Purchases made with cash advances from an ATM or with a

check that accesses your Account do not qualify.
3. You must not yet have fully paid for the Purchase.

If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us in writing at the address shown
on your Monthly Statement.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we
will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.

18. ADDITIONAL DISCLOSURES FOR RESIDENTS OF SPECIFIC STATES

a. New York and Vermont Residents. You agree to give us permission to obtain one or more credit reports from consumer
reporting agencies in connection with this application, any transaction or extension of credit that may result from this
application, and on an ongoing basis, for the purposes of performing a routine and occasional verification of credit on the
Account, updating or renewing the Account, adjusting the credit limit on the Account, taking collection action on the Account,
or for any other legitimate purposes associated with the Account. Upon your request, you will be informed of whether or not a
consumer credit report was ordered, and if it was, you will be given the name and address of the consumer reporting agency
that furnished the report.

b. Ohio Residents. The Ohio laws against discrimination require that all creditors make credit equally available to all
creditworthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request.
The Ohio Civil Rights Commission administers compliance with the law.

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c. Utah Residents. As required by Utah law, you are hereby notified that a negative credit report reflecting on your credit
record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

19. GLOSSARY OF DEFINITIONS

Each term that is capitalized in this Section 19 is defined by us, except that we do not capitalize the words "you, your, yours,
we, us, our," but such terms will have the meanings set forth in the definitions below. All of the definitions in this Section 19
are a part of the Agreement between us.

Terms:

Account

Address On File

Definitions

Defined in the first paragraph of this Agreement.

Your Address On File is the address that you provided on your application to open this
credit card Account, unless (1) we have received and processed your written notice of a
change of address provided in accordance with the terms disclosed on the back of your
Bill, in which case that new address is the address of record; or (2) in the event that your
address changes before we have sent out your first Bill, we have received and processed
your written notice of a change of address sent to us at the address for mailing payments.

Agreement

Defined in the first paragraph of this Agreement.

APR or Annual Percentage
Rate

APR or "annual percentage rate" is an annualized interest rate. Different APRs may apply
to different balances on your Account, such as your Purchase Balance or your Cash
Advance Balance. We use the APR that applies to each Balance to calculate the interest
that you owe us on the Account.

Assign

Authorized Charge

We Assign your Agreement if we sell or pass to a third party any or all of our rights or
obligations under the Agreement, including any amount that you owe under the Agreement.
Subject to the extent of the assignment, any party to whom we Assign your Agreement will
enjoy all our rights under the Agreement, including contractual rights to collect amounts
that you owe on the Account.

An Authorized Charge is any Charge that you or any Authorized User makes on
the Account, and any fees and interest charges owing on the Account.
Any Charge made by an Authorized User is an Authorized Charge. This is true
even if you told the Authorized User not to make that specific Charge.
A Charge will still be authorized even if it is an illegal transaction (like illegal
gambling charges), or it puts you over your credit limit, or it is made after your
Account has closed.
An Authorized Charge can be made over the telephone, in person, on the
Internet, or in any other way that your Account can be used.

Authorized User

If you ask us to issue a Card on this Account to another person, he or she is an Authorized
User. In addition, if you give your Card or Card number to another person, he or she is an
Authorized User.

Average Daily Balance
Method With Compounding

According to this method, we calculate the interest Charges for each Balance by applying
the "daily periodic rate" for that Balance to the "average daily balance" for that Balance. We
multiply the result by the number of days in the Billing Period. That gives us the total
interest charges for that Balance for that Billing Period.

The "Daily Periodic Rate" is a daily interest rate. The Daily Periodic Rate for a given
Balance is equal to the APR for that Balance divided by 365.

We calculate the "average daily balance" for each balance. We do this by starting with the
beginning amount of that Balance for each day. We add any new Charges for that day, add
any interest on the previous daily balance if there is one in that Billing Period, and subtract
any payments or credits. This gives us the "daily balance." We calculate the "average daily
balance" for each Balance by adding all the daily balances for each day in the Billing Period
and then dividing by the total number of days in the Billing Period. The addition of the prior
day's interest to the daily balance calculation causes interest to compound daily.

We add fees that are specific to a particular Charge to the same daily balance as that
particular Charge. We add all other applicable fees to your Purchase Balance as of the first
day of a Billing Period.

Balance

1. We put each Charge on your Account, including interest or fees, into a Balance

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category.

2. We use the different Balances to calculate the correct interest Charges on your
Account. If any type of Charge has a separate interest rate, we will put it into a
separate Balance. This means that your Account may have separate Balances
for Purchases, Cash Advances, and Balance Transfers. It also means that if
any Charges are subject to an introductory or other promotional interest rate for
a period, we will place such Charges into a separate Balance for the time
period that you qualify for the special rate.

3. We place interest Charges into the Balance that generated those Charges. For
example, we place interest Charges on Purchases into your Purchase Balance.
4. We place fees that result from a specific Charge into the same Balance as that
specific Charge. For example, we place a Foreign Transaction Fee that we
assess on a Cash Advance into your Cash Advance Balance. We place fees
that do not result from a specific Charge, such as a Late Payment fee, into your
Purchase Balance.

Balance Transfer

You make a Balance Transfer when you contact us to transfer a Balance electronically or
by phone.

Billing Period (also referred
to by us as the Billing Cycle)

Bill

(also referred to by us as
your Monthly Statement)

The Billing Period is the fixed period of time covered by the Bill we send you.
The Bill will show your new Charges, including interest and fees, and any
payments that posted to your Account during that period. Each Bill that we send
will identify the Billing Period that it covers.
If you have a credit or debit on the Account of $1 or more at the end of any
Billing Period, we will send you a Bill, showing what you owe us as of the end of
that Billing Period.

Your Bill is the statement of your Account. Your Bill will tell you the total amount
that you owe us as of the end of the last Billing Period. It will also tell you the
Minimum Payment that you must make to us by the stated Due Date.
We will send you a Bill at the end of each Billing Period if at that point you have
a credit or debit on the Account equal to or more than $1. We may not send you
a Bill, however, if we have decided your Account is uncollectible or if we have
sent the Account for collection proceedings against you.
In our discretion, we may choose to send you a Bill even if you do not have a
credit or debit of $1 or more.

Card

Your Card is the physical Card, the Account number, or any device (including a
Convenience Check) that can be used to access your Account.

Cardholder(s)

You and/or any Authorized User.

Cash Advance

You receive a Cash Advance when you use your Card or Account to do any of the
following:

1. obtain cash from an automated teller machine (ATM); or
2. obtain cash from any other source; or
3. make a wire transfer; or
4. buy foreign currency; or
5. buy traveler's checks; or
6. buy money orders; or
7. buy Lottery tickets; or
8. buy gambling chips and wagers.

Charge

Convenience Check

Any transaction (i.e. a Purchase, Balance Transfer, or Cash Advance), interest, or fee,
regardless of how such Charge is made (by Card, Convenience Check, automatic posting
or otherwise).

The terms checks or Convenience Checks are access devices used to make a Charge to
your Account and are collectively referred to in this Agreement as a Convenience Check.
Although Convenience Checks may be used to make Purchases, Cash Advances and
Balance Transfers, the Charges resulting from the use of a Convenience Check may be
posted to the Purchase Balance or a special promotional Balance, but they will begin to
accrue interest immediately and will not be entitled to a Grace Period.

Daily Periodic Rate or DPR

DPR stands for "Daily Periodic Rate." This is a daily interest rate. The daily periodic rate or

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Default

DPR for a given Balance is equal to the APR on that Balance divided by 365.

eDAS Disclosure

You are in Default on the Account if:

1. You do not make at least the Minimum Payment when it is due; or
2. You have exceeded one or more of your credit limits; or
3. A payment you make is rejected or cannot be processed; or
4. You provide us false, misleading, or fraudulent information; or
5. You fail to comply with any term of the Agreement; or
6. You are bankrupt or insolvency proceedings are filed against you; or
7. We believe you may be unwilling or unable to pay your debts on time; or
8. You die or are legally declared incompetent or incapacitated; or
9. We become aware that you are using your Card for illegal or fraudulent

purposes.

The Due Date is the date by which we must receive your payment in order for it
to be on time. Your Bill lists the Due Date.
Your Due Date will always fall on the same calendar day of the month. It will be
at least 21 days from the date that we send you the Bill, and at least 25 days
from the end of your most recently ended Billing Period.
To be on time, we must receive your payment on or before the Due Date and by
the time stated on your Bill. If the Bill does not state a time, then your payment
is on time if we receive it by 5 pm on the Due Date. The 5 pm deadline is
measured in the time zone in which we receive the payment, which may not be
your time zone.
If we do not receive or accept payments by mail on the Due Date, your payment
will be on time if it is received by the next day that we accept or receive
payments by mail.

A Foreign Transaction is a Purchase and/or Cash Advance that you either (i)
make in a foreign currency, or (ii) make outside of the United States or its
territories, even if made in U.S. dollars.
Transactions you initiate in the United States through the internet may be
considered made outside the United Sates if the merchant is located outside of
the United Sates, and therefore may be considered a Foreign Transaction.
Regardless of the above language, Key will not treat as a Foreign Transaction
any transaction that is both (i) made in Canadian dollars or U.S. dollars, and (ii)
made with a merchant whose business is located in Canada and/or the United
States or the territories of the United States.
Foreign Transactions may be assessed a Foreign Transaction Fee as set forth
in the Rates and Fees Table.
Mastercard International ("Mastercard") will convert foreign currency
transactions using a government-mandated or wholesale rate in effect on the
processing date (which may differ from the rate on the date of your transaction
or the posting date). The rate used may differ from the rate that Mastercard
actually receives.

A Grace Period exists with respect to Purchases when you do not have to pay
interest on those Purchases. See Section 5 of the Agreement which explains
how a Grace Period may apply to your Account.

A Late Payment is your failure to make at least the Minimum Payment so that it reaches us
by or before the time and Due Date on your Bill.

Refer to Section 8 of the Agreement for the definition and calculation of the Minimum
Payment. We also list your Minimum Payment amount on your Bill.

Call us at the phone number provided on your Bill or the back of your Card, or write to us at
the appropriate address indicated on your Bill (note there are multiple addresses on your
Bill and you must choose the address appropriate to your reason for contacting us).

Due Date

Foreign Transaction

Grace Period

Late Payment

Minimum Payment

(also referred to by us as the
Minimum Monthly Payment)

Notify Us

OD Advances

See definition for OD Advances set forth in Section 6 of the Agreement.

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Prime Rate

Protected Balances

Purchases

Returned Payment

Standard Payment
Instructions

eDAS Disclosure

This is the U.S. Prime Rate published in the Wall Street Journal. If the Wall Street Journal
no longer publishes a prime rate, we will use a similar published rate that we choose.

Protected Balances are amounts owing on the Account that under law are not subject to an
increase in interest rates or fees. In general, a protected balance includes any charge
incurred before or within 14 days after we send notice of such an increase. If you receive
notice of an increase in an interest rate, the notice will tell you the Charges to which the
new rate will apply.

A Purchase is the use of your Card to buy or lease products or services. The purchase of
cash or cash equivalents, like casino chips or lottery tickets, is a Cash Advance, not a
Purchase.

This is a payment that you make to us that is not honored by your financial
institution.
Although we do not charge a Returned Payment fee, your financial institution
may impose fees on you for the Returned Payment.
At our discretion, we may re-submit a Returned Payment to your financial
institution.

You must pay your credit card Bill in a manner that meets all the following conditions:

1. You must pay in U.S. Dollars; and
2. You must not pay in cash, unless you pay at one of our branches; and
3. Except for payments made pursuant to (2) above, your payment must be drawn
on a U.S. deposit account, or by a cashier's check drawn on a U.S. bank or a
foreign bank branch in the U.S.; and

4. You must not attach any restrictive language to your payment; and
5. You must not pay from a credit account that we provide you, such as a check

drawn on any credit card account that you have with us; and

6. If you make payment in a paper form (like a check, money order, or cashier's
check), you must include the payment coupon from your statement OR write
your credit card Account number on the payment. 
In addition:

7. If we decide in our discretion to accept a form of payment that does not meet

these Standard Payment Instructions, we do not waive our rights to continue to
require payments that comply with these instructions; and

8. If we decide in our discretion to accept a payment that you make to us in a

foreign currency, we will choose the conversion rate.

we, us, and our

KeyBank National Association, the issuer of your Account and Cards.

Workout Arrangement

This is a special arrangement between us and you in which we agree to a temporary
reduction in applicable interest rates or fees in return for your agreement to follow a defined
payment schedule. Any such agreement will be in writing. It may provide that upon
completion of the workout arrangement or upon your failure to comply with the terms of the
workout arrangement, interest rates and fees may increase up to the same terms as were
in effect before the workout arrangement.

you, your and yours

Any person who applied for the Account and any other person liable on the Account by any
other means.

Key CashbackSM Credit Card Program Terms and Conditions

These Terms and Conditions provide you with detailed information about how the Key Cashback Credit Card program works,
and is an agreement between you and KeyBank. This is a separate and independent agreement from the Cardmember
Agreement; however, it is subject to the Arbitration Provision of the Cardmember Agreement, which is incorporated herein by
reference. Additionally, defined terms used in these Terms and Conditions, unless otherwise defined herein, will have the
meanings ascribed to them in the Cardmember Agreement. When you, or an Authorized User, use your Account or Card, it
means you accept these Terms. This information is provided to you, the Cardmember, from us, KeyBank National
Association, the issuer of your Key Cashback Credit Card (the "Card").

1. Definitions. In these Terms, the following words have special meanings:

a. "bank" means you own an eligible checking account, excluding health savings accounts, with us with $1,000 in
aggregate deposits as calculated in accordance with the terms of Section 4 below.
b. "Cashback Rewards" means the rewards you earn under the Program.

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c. "Eligible Purchase" means Purchases of goods and services for personal, family, or household use you, or an
Authorized User, makes, minus any refunds or returns, and excluding any of the transactions described in Section 3
below.
d. "Program" means the Key Cashback Credit Card program.
e. "save" means you own and maintain either savings accounts with an aggregate minimum daily balance of $1,000 or
investment account(s) with an aggregate minimum daily balance of $1,000 with us, as calculated in accordance with the
terms of Section 4 below.
f. "Terms" means the Key Cashback Credit Card Program Terms and Conditions, as they may be amended or modified
from time to time.
g. "we," "us," "our," and "KeyBank" means KeyBank National Association, and its affiliates, the issuer of your Account
and Cards.
h. "you," "your," and "yours" means any person who applied for the Account and any other person liable on the Account
by any other means.

2. Changes to the Terms or Program.

a. Generally. We may make changes to the Program, and these Terms, at any time. For example, we may:

Add new terms or delete terms

Change how you earn Cashback Rewards

Change how you use or redeem your Cashback Rewards

We may also temporarily prohibit you from earning Cashback Rewards, using Cashback Rewards you have already earned,
or using any other feature of the Program. We may supplement these Terms with additional terms, conditions, disclosures,
and agreements, which will be incorporated into these Terms.

b. When we will provide you with advance notice. We will provide you with 30 days' prior advance notice of the following
types of changes to the Program or these Terms:

If we add or increase fees applicable to the Program

If we change the rate at which you earn your Cashback Rewards

If we limit the amount of Cashback Rewards you can earn

If we cancel the Program

We will provide you notice of these types of changes in writing, which, at our option, may be delivered to you electronically
through email or through our online services.

c. Other notices. We will provide notice of other changes to the Program or these Terms by posting an updated copy of
these Terms when you log into our website, www.key.com .

3. How you can earn Cashback Rewards. You earn Cashback Rewards when you, or an Authorized User, uses a Card to
make most Purchases of goods and services, minus refunds or returns. The Account and your Cashback Rewards are for
personal, family and household use, and we reserve the right to disallow or remove Cashback Rewards awarded for
Purchase made for other than personal, family or household use. Additionally, certain transactions do not count as Purchases
for purposes of earning Cashback Rewards:

balance transfers

Cash Advances (such as the purchase of cash or cash equivalents, including casino chips, lottery tickets, or
money orders) or ATM disbursements

person-to-person money transfer

use of any Convenience Checks

interest on your Account

unauthorized or fraudulent charges

fees of any kind, as applicable

Your Cashback Rewards are stored in your Account in dollars and cents and rounded to the nearest cent. We will add
Cashback Rewards to your Account at the end of each day, based on the Purchases made by you, or an Authorized User,
that post to your Account during the day, but minus any returns or refunds. The rate you earn on your Cashback Rewards on
a transaction depends on the date on which your Purchase posts to your Account which may be up to two (2) business days
after you make the transaction. Your Cashback Rewards amount will be displayed on our website, at www.key.com and on
your Monthly Statement. There may be a delay between when your Cashback Rewards are added to your Account and when

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eDAS Disclosure

they are visible to you on the website. We may, from time to time, offer additional ways for you to view your Cashback
Rewards amount, such as through our mobile applications.

4. What You Will Earn.

a. Generally. You will earn 2.0% in Cashback Rewards for each $1 spent on eligible Purchases, as long as you bank and
save with us. This equates to $0.02 in Cashback Rewards, for each $1 spent. For example, if you spend $100, you will
earn $2.00 in Cashback Rewards.
b. If You Do Not Bank and Save with KeyBank. If you do not bank and save with us each calendar month, your
Cashback Rewards will be reduced to 1.5%, for each $1 spent the following month. For example, if you spend $100, you
will earn a total of $1.50 in Cashback Rewards. We will determine whether you have met the bank and save criteria on
the last Monday of each calendar month, based on your deposit and balance activity over the thirty (30) days prior to the
immediately preceding Saturday. If you have not met the bank and save criteria, your rate for the following calendar
month will be 1.5%.
c. Additional Opportunities to Earn Cashback Rewards. We may offer you additional ways to earn Cashback Rewards
through the Program. You will find out about the amount of Cashback Rewards you can earn, and any other relevant
terms, at the time of the offer. The additional terms will be part of these Terms.

5. Redeeming Your Cashback Rewards. You can redeem your Cashback Rewards at any time by visiting our website, at
www.key.com, or by calling us at the number on the back of your Card. You may elect to redeem your Cashback Rewards
either as a statement credit to your Account or as an electronic deposit into any eligible checking or savings account at
KeyBank. You may redeem your Cashback Rewards starting at a penny, and there is no maximum redemption limit.

a. Redeeming for a Statement Credit. A statement credit will reduce your Account Balance. Statement credits appear on
your Bill as an adjustment and not as a Payment, so you must continue to pay your Minimum Payment due each month.
Receipt of a statement credit does not affect your responsibility to pay your Minimum Payment, as shown on your
Monthly Statement. The statement credit will generally be processed within 7 business days from the date you redeem
your Cashback Rewards.
b. Redeeming for an Electronic Deposit. If you elect to redeem your Cashback Rewards for an electronic deposit into
your KeyBank checking or savings account, your funds will generally be deposited into your account within 7 business
days from the date on which you redeem your Cashback Rewards. An electronic deposit may only be credited to a
deposit account owned by you at KeyBank.

6. Expiration of Cashback Rewards. Your Cashback Rewards have no expiration. However, provided your Account is not in
Default, we will automatically issue a statement credit to your Account if your Account is closed, if we are notified of your
death and you are the sole owner of your Account, or if your Account has become inactive. Your Account becomes inactive
when you do not make any eligible Purchases for a twelve (12) month period. If your Account becomes, and remains,
inactive, a statement credit will be issued to your Account within five (5) business days of December 31 each year.

7. When You Will Not Be Able to Earn or Redeem Your Cashback Rewards. We may temporarily suspend your Account
from earning Cashback Rewards, or using Cashback Rewards you have already earned, if any of the following occurs:

If you do not make your Minimum Payment on your Account by the Due Date.
If we believe you have engaged in fraudulent activity related to your Account or the Program.
If we believe you have misused the Program in any way. Examples include, but are not limited to:

Buying or selling any Cashback Rewards

Moving or transferring Cashback Rewards to an ineligible third party or account

Repeatedly opening, or otherwise maintaining, credit card accounts for the purpose of generating Cashback
Rewards

If we suspend your participation in the Program, you may begin earning and using Cashback Rewards again in the next
Billing Period after your Account is current or when we no longer suspect fraud or misuse of the Account or Program.

8. When You May Lose Your Cashback Rewards. Your Cashback Rewards do not expire, subject to Section 6 of these
Terms, as long as your Account is open. If you lose your Cashback Rewards pursuant to these Terms, we will not reinstate
them unless we have made an error.

a. Immediate Loss of Cashback Rewards. However, you will immediately lose any earned Cashback Rewards if your
Account status changes, or your Account is closed for Default, for any of the following reasons:

You fail to make the Minimum Payment due on your Account within 60 days of the Due Date.

You fail to comply with these Terms or other agreements you have with us related to your Account.

We believe you may be unwilling or unable to pay your debts on time.

You file for bankruptcy.

We believe you have engaged in fraudulent or illegal activity related to your Account or the Program.

https://www.key.com/personal/credit-cards/key-cashback-terms-conditions.jsp

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2/10/2020

eDAS Disclosure

We believe you have misused the Program in any way, including, but not limited to, the circumstances
outlined above in Section 7 of these Terms.

b. Other Times You May Lose Your Cashback Rewards.

i. Other Account Closures. If your Account is closed for any other reason, you will have at least 30 days from the
date your Account is closed to redeem your Cashback Rewards; provided, however, that you have not already lost
your Cashback Rewards for any of the reasons outlined in these Terms. If you do not redeem your Cashback
Rewards before the end of the redemption period we provide you, you will lose any remaining earned Cashback
Rewards.

ii. Cancellation of the Program. If we decide to terminate the Program, you will have at least 30 days from the date
we cancel the Program to redeem your Cashback Rewards; provided, however, that you have not lost your
Cashback Rewards for any of the other reasons outlined in these Terms. If you do not redeem your Cashback
Rewards before the end of the redemption period we provide you, you will lose any remaining earned Cashback
Rewards.

9. Communications. We may send you communications about the Program at any mailing or email address we have for you
in our records, or through our website, www.key.com, or our mobile applications. We may change or terminate all, or part, of
these Terms. Any such changes to these Terms will be in accordance with applicable law, and we will provide you with notice
as required by law.

10. Other Important Information.

a. Cashback Rewards cannot be transferred or moved unless expressly provided for in these Terms. Additionally,
Cashback Rewards cannot otherwise be transferred by operation of law, such as by inheritance, in bankruptcy, or in
connection with a divorce.
b. We may assign our rights and obligations under these Terms to a third party, who will then be entitled to any of our
rights that we assign them.
c. We are not responsible for any disputes you may have with any Authorized Users on your Account about the Program.
d. We, and our affiliates, directors, officers, employers, agents, or contractors make no representations or warranties,
either express or implied, including, but not limited to, those of merchantability, fitness for a particular purpose or use,
and otherwise arising from law, custom, usage, trade practices, course of dealing, or course of performance. You release
us, and our affiliates, directors, officers, employers, agents, and contractors for all activity in connection with the
Program, including, but not limited to, use of the Program, and any redemption of Cashback Rewards through the
Program.
e. You agree to indemnify us, and our affiliates, directors, officers, employers, agents, or contractors harmless from and
against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) arising from you or your
Authorized Users' use of the Program, any fraud or misuse of the Program, violation of these Terms, and/or violation of
any applicable law or the rights of any third party.
f. The Program is void where prohibited by federal, state, or local law.
g. These Terms and the Program will be governed by federal law, and to the extent state law is applicable, the laws of
the state of Ohio, and these laws will apply no matter where you are or use the Program.
h. We may enforce these Terms at any time. We may delay enforcement without losing our right to enforce these Terms
at a later time. If any provision of these Terms are determined to be void or unenforceable under any law, rule or
regulation, all other provisions of these Terms will remain valid and enforceable.

Last Version: December 2019

(ID 1904-512)

https://www.key.com/personal/credit-cards/key-cashback-terms-conditions.jsp

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