CLEARY UNIVERSITY ALUMNI ASSOCIATION 
AFFINITY CREDIT CARD AGREEMENT 

This Agreement is  entered into as of  ~~ - 1&1  C}bL / 

(the "Effective Date") by 
Cleary University Alumni Association  (  AA) , a  not-for-profit organ1zat1on  Incorporated by the 
State of Michigan and the University of Michigan Credit Union (UMCU) , a  state-charted , not-for 
profit financial  cooperative , for the Affinity Credit Card Program . 

1.  Definitions 
The parties agree the following words and phrases will  have the following  meanings: 

a.  Agreement means this  License Agreement for the Affinity Credit Card Program . 
b.  Alumni  means Cleary University alumni , and CUAA members , who are  at least 18 years 
of age and who have not expressly requested that his/her information not be provided to 
third  parties. 

c.  Applicable Law means 

1.  any application of federal,  state , or local  statues , regulations , licensing 

requirements , regulatory bulletins or guidance , regulatory examinations , 
ag reements or orders 

2.  any rule , regulation , restriction , requirement or contractual term of Visa or 

MasterCard or any other credit card  network 

3.  any judicial or administrative interpretations of any of the foregoing . 

d .  Credit Card Account means any member who has a  credit card  issued by the Credit 

Union  as a  part of the Program . 

e .  Credit Union  means the University of Michigan Credit Union and  its directors, officers, 
members , employees , agents , representatives , affiliates,  subcontractors,  designees , 
successors and assigns . 

f.  CUAA means the Cleary University Alumni Association . 
g.  Customer or Member means a  person who applies for and/or rece ives a Credit Card 

through this Program . 

h.  Licensed  Use(s) means use of the CUAA Marks for marketing and/or display on Cred it 

Cards. 

i.  Mailing List means a current list containing  non-duplicate names , with corresponding 
valid  postal addresses and , when available , telephone numbers (including area codes) 
and e-mail addresses of all CUAA members who are at least eighteen years of age. 
j .  Marketing  means all  marketing , information and/or materials developed by the  Cred it 

Union , or on its behalf, relating  in  any way to this Agreement, including without limitation 
all  signs,  advertising , publicity releases,  invitations, announcements , targeted mailings , 
solicitations,  promotions , pamphlets,  brochures , flyers,  presentations , posters , 
promotions items and electronic and/or digital communications . 

k.  Program means the affinity credit card  program sponsored by the Credit Union pursuant 

to this Agreement. 

I.  Royalty or Royalties  means the amount(s) that the Credit  Union will  pay to CUAA that 

accrue and are payable under this Agreement. 

m .  UMCU  means the  University of Michigan Credit Union. 
n.  Visa means V isa U .S .A.,  Inc., a  privately held Delaware membership corporation . 

... 

2 .  Credit Card  Details.  The Credit Union will offer a variable interest rate credit card with  an 

interest  rate of 100 hundred basis  points (one percent (1 .00%)) higher than  UMCU 's current 
Visa  Platinum rate .  Currently , the Annual  Percentage Rate is 8.99%  on the regular Visa 
Platinum . The APR will  vary with the market based on the  Prime Rate . The Prime Rate is 
defined as the Wall  Street Journal Published Prime  (if published  in  a  range , the highest 

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number in  the  range will  be  used) in  effect on  the 4th  Tuesday of the  month prior to the 
beginning  of each  calendar quarter. 

The credit card will  offer up to  1.05% annual cash  back bonus on  purchases. The bonus will 
be  paid  annually on  December 31  and  deposited into the  member's share  savings account 
at the  Cred it Union . The amount is  based  on  that year's credit card  activity and the  number 
of services he/she is  currently enrolled in  at the Credit Union . 

Number of Account Relationships 
Four 
Three 
Two 
One 
None 

Cash  Back Bonus 
1.05% 
.95% 
.85% 
.75% 
.65% 

Relationsh ips:  checking  account, UMCU  loan , automatic transfer to Visa Platinum 
payment, or $5,000 on  deposit in an  IRA or Term  Savings Account (TSA). 

3.  Term .  This Agreement commences on the  Effective  Date and expires after ten years, 

unless terminated earlier pursuant to this Agreement.  This Agreement will  automatically 
renew at the end  of the  initial term  or any renewal term  for successive one-year periods, 
unless either party gives written  notice of its intention  not to  renew at least ninety (90)  and 
not more than  one hundred eighty (180) days, prior to  the end  of the then  current term  or 
renewal  term . 

4.  Termination.  The Agreement will terminate: 
a.  Upon expiration of the term; 
b.  Upon mutual written  consent of the parties; 
c.  At CUM's option , upon the  Credit Union's failure to timely cure a Credit Union 

Default; 

d.  At the  Credit Union's option , upon the CUM's failure to timely cure a CUM default; 

Upon termination  or expiration of this Agreement: 

a.  All  obligations of either party under this Agreement,  unless specifically referenced , 

will  end; 

b.  The  Credit Union will  immediately cease using CUM's Marks and  Mailing  List 

(except as  may otherwise be  permitted pursuant to  another written  agreement or 
written  license entered into by the  parties after the Effective Date of this Agreement) 
and will  not issue any new or renewal  Credit Cards using  CUM's Mark although this 
provision does not restrict the  Credit Union from  issuing  new,  renewal , or 
replacement credit cards without using  any CUM Marks and/or information that the 
Credit Union  obtained  solely from  any Mailing  List.  Existing cards that bear the 
CUM's Mark may continue to be  used by customers/members until the card's 
expiration date and will  be  reissued at that time without CUM's Mark; 

c.  The Credit Union will  pay to CUM, within 30 days of the effective expiration  or 

termination date,  all  royalties due as  of the  effective expiration or termination  date. 

5.  License Use.  The CUM grants the Credit Union an  exclusive , non-transferable license to 

use the  Cleary University Alumni Association  Marks during the Term  as follows. 

a.  Licensed  Uses.  The Credit Union will  only use the  CUM Marks for licensed  uses. 

The licensed  uses must be  high  in  quality and  preserve the  CUM brand.  The Credit 
Union will  not sell, transfer,  sub-license or assign  any part of the Credit Union's rights 

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to  use the  CUM Marks to any successor,  third  party or any other person or entity, 
and the  Credit Union will  not modify any CUM Mark in  any way. 

b.  Approval of Licensed  Uses.  All  licensed  uses are subject to CUM's approval. 
c.  Ownership Rights.  The CUM Marks are CUM's property , and CUM maintains all 
rights to the CUM Marks.  This Agreement does not give the  Credit Union any right, 
title or interest in  any CUM Mark. 

6.  License:  Mailing  List.  CUM grants the Credit Union a non-exclusive,  non-transferable 

license to  use the Mailing  List free of charge during the Term as follows : 

a.  Use of Mailing List.  The Credit Union will  use the Mailing List solely for Marketing , 

and will  not sell,  transfer,  assign , or otherwise provide all  or part of any Mailing  List to 
any successor, third  party or any other person or entity,  with the exception of a 
mailing company for the purposes of sending the  Credit Union's mailing .  The Credit 
Union may use the same Mailing List multiple times for Marketing during the Term. 
Initial  Mailing  List.  CUM will , within 45 days after the Effective Date,  provide an 
initial Mailing  List to the Credit Union  in  a format which  is  compatible with Microsoft© 
Excel. 

b. 

c.  CUM Updates to the Mailing List.  CUM will , twice each calendar year and within 
30  days of the Credit Union's written  request, provide an  updated Mailing  List to the 
Credit Union in  a format which  is  compatible with Microsoft© Excel. 

7.  The  Program.  The Credit Union will  design , develop and  administer the Program as follows : 
a.  Credit Decisions and  Risks . The Credit Union will  be  responsible for all  credit 
decisions and will  bear all the credit risks with  respect to each customer. 

b.  Card  Design. The Credit Union will,  upon CUM's approval , create one or more 
designs and layouts for the Credit Cards.  The front of the Credit Cards will 
prominently display the CUM logo. 

c.  Fees. The Credit Card will  be  assessed the same fees as the  UMCU's Visa  Platinum , 

including without limitation  late payment fees  and any annual fees. 

d.  Compliance.  The Credit Union will ensure that the  Program complies with all 

applicable regulations  and  rules . 

e.  Customer Service.  The Credit Union will  provide customer support for the Program , 

including without limitation in-person,  Internet and telephone support, which is 
equivalent to or exceeds the support available to the Credit Union's other members. 

8.  Credit Union Marketing and  Promotional Responsibilities.  The Credit Union shall bear all 

costs with  creating , producing  and  mailing all  Marketing for the program  as follows: 

a.  Approval of Marketing.  All  marketing  is  subject to CUM's approval. 
b.  Visa Compliance.  The Credit Union will  verify that all  marketing complies with all 

applicable Visa marketing rules  and  requirements. 

c.  Credit Union Website Information .  The Credit Union will  include the following on  its 

general  Internet website 

i. 
Information accessible to the public describing the Program; 
ii .  A  Credit Card  application that may be  submitted electronically; 
iii.  A  hyperlink to the  CUM website. 

9.  CUM Marketing and  Promotional  Responsibilities . To maximize the number of alumni 

opportunities to  open a credit card  under this Program,  CUM shall  provide to the Credit 
Union the following  marketing opportunities at no additional charge : 

a.  CUM shall  permit the Credit Union to advertise the Program on  CUM's home page 
of its website with  a link from  such  advertisement to the Credit Union's website to 

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encourage credit card  applications.  CUAA shall  modify or remove such 
advertisement within five  (5)  business days of the Credit Union's request. 

b.  CUAA shall  provide the Credit Union with  a minimum of a quarter page in  each of the 

CUM's printed  newsletters. 

c.  CUAA shall  permit the Cred it  Union to advertise the  Program in  any electronic 

newsletters that are sent by CUAA with a link from  such advertisement to the Credit 
Union's website to encourage credit card applications. 

10. Representations and Warranties .  The parties represent and warrant to each other as  of the 

Effective date, and throughout the term  of this agreement that: 

a. 
b. 

It is  duly organized,  validly existing  and in  good standing. 
It has all  necessary power and authority to execute and deliver this Agreement to 
perform  its obligations under this Agreement. 

c.  This Agreement constitutes a legal , a valid  and binding obligation of such  party , 

enforceable against such  party in  accordance with  its terms , except as otherwise 
provided  by law. 

d.  The execution , delivery and  performance of this Agreement by such party will  not 
constitute a violation  of any law, rule,  regulation , court order or ruling  applicable to 
such party. 

11 . Exclusivity.  During the term  of this  agreement, CUAA will endorse the  Program exclusively 
and that CUAA shall  not, by itself or in  conjunction with others grant a  license to  another 
bank, credit union or other financial  institution to use the CUAA Marks on a credit card 
marketed to Alumn i or to use the Mailing List to  solicit Alumni to participate in any credit card 
program . 

12.  Confidentiality.  The terms of the Agreement, the mailing  list(s) and any financial  information 

provided  by or on  behalf of one party to the other party are confidential.  Confidential 
Information will  not be disclosed by the receiving  party to any other person or entity except 
as  permitted  by this Agreement.  The  parties may disclose the other party's Confi dential 
Information to (a)  to their accountants , legal , financial  and  marketing  advisors , and 
employees as necessary for the performance of their respective duties, provided the said 
persons are advised to treat the Confidential  Information as confidential in the above 
described manner; (b)  as  required  by  law or by any governmental regulatory authority ; (c) 
pursuant to  a properly issued judicial order, subpoena or other request consistent with 
applicable law; and/or (d) with the other party's prior written  approval. 

13. Royalties . The licensing of the CUAA Marks and Mailing List will  provide CUAA with the 

following  royalty income for CUAA. 

a.  For each new Credit Card Account opened and designated as the Cleary University 
Alumni Association  credit card  under this Program , which  remains open for at least 
90 consecutive days and is used by the member for at least one purchase or cash 
advance that is  not charged back or disputed , CUAA will  be paid one dollar ($1 .00) . 

b.  One hundred basis points of the collected Annual  Percentage Rate  (APR) from 

members that open the card designated as the Cleary University Alumni Association 
credit card  under this  Program . 

c.  The Credit Union will  make payment of royalties due approximately forty-fi ve  (45) 

days after the end of each calendar quarter. 

d.  Reports.  The Credit Union will , within 30  days of the end of each calendar quarter, 
provide a report to CUAA that includes the following  data for the preceding quarter: 

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i.  The total  number of new Credit Cards issued during the preceding quarter 

which are designated as a Cleary University Alumni Association credit card . 
ii.  The total  amount of interest paid  by members during the preceding quarter 

that are designated as a  Cleary University Alumni Association credit card . 

14. ldemnification by the Credit Union .  To the extent permitted  by law,  the Credit Union will 

defend,  indemnify and  hold  CUAA,  including individuals in  both their official and  personal 
capacities,  harmless from  and against any and  all  claims , demands,  suits,  damages, 
judgments,  liabilities,  losses and expenses including without limitation property damage, 
personal or bodily injury to or death of any person , and  reasonable  attorneys' fees and 
actual expenses of litigation to which CUAA may become subject,  actually or allegedly 
arising out of or relating to: 

a.  Any failure of the Credit Union to observe or perform any covenants,  conditions, 

agreements or obligations on  the Credit union's part to  be observed or performed , 
pursuant to this Agreement; 

b.  Any financial  and/or other relationship  between the Credit Union  and  a 

customer/member; 

c.  Any other action or omission of the Credit Union . 

15.  ldemnification  by  CUAA.  To the extent permitted by  law, CUAA will  defend,  indemnify and 
hold the Credit Union,  including individuals in  both their official and personal capacities, 
harmless from  and against any and all  claims , demands, suits , damages, judgments, 
liabilities,  losses and expenses including without limitation  property damage,  personal  or 
bodily injury to or death of any person,  and  reasonable attorneys' fees and actual expenses 
of litigation to which the Credit Union may become subject,  actually or allegedly arising  out 
of or relating to : 

a.  Any failure  of CUAA to observe or perform any covenants , conditions,  agreements or 
obligations on  CUAA's part to be observed or performed , pursuant to this Agreement; 

b.  Any financial  and/or other relationship  between CUAA and a customer/member; 
c.  Any other action or omission of CUAA. 

16.  Legal  Compliance .  The Credit Union will comply with  all  applicable federal,  Michigan and 

local  statues,  ordinances,  rules,  regulations  and  requirements,  including without limitation  all: 

a.  Nondiscrimination laws 
b.  Banking  laws and regulations 
c.  Standards of any federal and/or Michigan  agency with  competent jurisdiction. 

17. Default. 

a.  Credit Union Default. The Credit Union will  be  in  default of this Agreement ("Credit 

Union Default")  if and when : 

i.  The Credit Union fails to observe and  perform any covenant,  condition , 
agreement or obligation on the Credit Union's part to  be observed or 
performed pursuant to this Agreement, and such failure continues for a period 
of 30 calendar days after written notice to cure has been delivered to the 
Credit Union by CUAA that specifies such default and  requests that such 
default be  remedied ("Credit Union Cure Period"),  provided  however,  if the 
default stated  in  the notice cannot be corrected within the Credit Union  Cure 
period,  the CUAA will  not unreasonably withhold  its consent to an  extension 
of the  Credit Union Cure Period  if corrective action is  instituted and diligently 
pursed by the Credit Union within the Credit Union Cure Period . 

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ii.  A  voluntary or involuntary petition  in  bankruptcy is filed  for or against the 
Credit Union or a bankruptcy or non-bankruptcy receiver or trustee is 
appointed for all , or substantially all , of the Credit Union's assets ; or 

iii.  The Credit Union becomes insolvent or makes a transfer in  fraud  of creditors , 

or makes an  assignment for the benefit of creditors. 

b.  CUM's  Default.  CUM will  be in  default of this Agreement (CUM Default) if and 

when : 

i.  CUM fails to observe and  perform any covenant, condition , agreement or 
obligation on  CUM's part to  be observed or performed pursuant to this 
Agreement, and  such failure continues for a period of 30 calendar days after 
written  notice to cure has been  delivered to CUM by the Credit Union that 
specifies such  default and  requests that such default be remedied  ("CUM 
Cure Period"), provided  however, if the default stated in  the notice cannot be 
corrected with in the  CUM Cure period,  the Credit Union will  not 
unreasonably withhold  its consent to an  extension of the  CUM Cure  Period  if 
corrective action  is  instituted and diligently pursed by the CUM within the 
CUM Cure Period . 

ii.  The CUM formally disbands as  an  organized  association of Cleary 

University. 

iii.  CUM becomes insolvent and makes a transfer in  fraud  of creditors , or 

makes an assignment for the benefit of creditors . 

18. Force Majeure.  Neither the Credit Union nor CUM will  be in  breach hereunder by reason of 
their delay in the performance of or failure to perform any of their obligations herein  if such 
delay or fai lure is  caused  by strikes other labor disputes, acts of God or the public enemy, 
riots , incendiaries,  interference by civil  or military authorities , delays in transit or delivery, or 
any other event beyond their control. 

19. Binding  Effect. This Agreement will  remain to the benefit of and be binding  upon CUM and 

the Credit Union and their respective successors and assigns. 

20. Severability. Except as provided in  this Agreement, if any term , clause , provision , or 

paragraph of this Agreement is  declared by a court of competent jurisdiction to be illegal, 
void  or unenforceable,  such declaration will  not affect the validity and enforceability of the 
remaining terms , clauses , provisions or paragraphs of this Agreement. 

21 . Entire Agreement.  This Agreement contains the only and entire agreement between the 

parties and supersedes all  prior discussions, negotiations,  representations and agreements , 
whether verbal  or in  writing . 

22. Applicable Law and Forum .  Michigan law will  govern the validity,  construction and 

performance of this Agreement and Michigan will  be the forum for any proceeding  or suit at 
law or in equity arising from  or incident to this Agreement. 

23. Amendments.  No amendment to this Agreement or any provision of this Agreement w ill  be 
effective unless it is  in  writing , approved by CUM and the Cred it  Union  and is signed  by 
both  parties . 

IN  WITNESS WEREOF , each of the parties , by its  representative , has executed this Agreement 
as of the Effective Date. 

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