Your Marathon Visa� Credit Card account agreement.  
   This card is issued by Comenity Bank pursuant to a license from Visa U.S.A. Inc. Visa is a registered trademark of Visa U.S.A. 
   Inc. This Agreement covers the Terms and Conditions of your account with us. In this document, you will find important 
   information about using and managing your account, including a Privacy Statement and information concerning your billing rights. 
   Your use of the account, or failure to close the account within the 30 days of receiving this document, indicates your acceptance 
   of the terms of this agreement, including the assessment of any finance charges and fees. 
   Section I of this agreement also includes a Jury Trial Waiver and an Arbitration provision in the event of a dispute. 
   �  You have a right to reject this Arbitration provision. 
   �  If you do not reject this Arbitration provision, it will be part of this agreement and will: 
        o  Eliminate your right to a trial by jury; and 
        o  Substantially affect your rights, including your right to bring, join in or participate in class proceedings. 
   Please read each section carefully and keep this document for your records. 
   In the following sections, you will find information on: 
   Financial terms of your account: An at-a-glance summary of the fees and charges associated with your account 
   A.  Getting Started: the basics of your account 
   B.  Keeping your account in good standing: avoiding default, and what to do if your card is lost or stolen 
   C.  Learning more about your account: credit plans and credit limits, and how payments are calculated and applied 
   D.  Interest, fees and charges: when and how fees and costs are applied to your account 
   E.  Other important information: legal rights, costs, and how we�ll handle changes to your account 
   F.  Disputes & Reporting to Credit Agencies: data we provide, and receive from, credit reporting agencies, and what to do if you think there is an error on 
      your periodic statement (or your credit report) 
   G.  Optional Products: how to protect your account from fraud or theft, and information on services that can help pay your debt in case of emergencies 
    H.  Communicating with us: what happens when you contact us 
    I.  Arbitration and jury trial waiver: how we�ll resolve disagreements, including a jury trial waiver and Arbitration provision 
   Privacy statement: how we collect, use, share, and protect your personal information; and the privacy choices you can make 
   Financial terms of your account 
     Interest Rates and Interest Charges 
     Annual Percentage Rate (APR) 
                             15.99%. This APR will vary with the market based on the Prime Rate. 
     for Purchases 
     Annual Percentage Rate  (APR) 
     for Balance Transfers and Cash  25.99%. This APR will vary with the market based on the Prime Rate. 
     Advances  
                             29.99%  
                              
                             This APR may be applied to your account if you fail to pay all or part of your 
                             minimum payment due by the payment due date for three consecutive Billing 
     Penalty APR and When it applies  Periods. 
                              
                             How long will the Penalty APR Apply? If your APR is increased for this reason, 
                             the Penalty APR will apply until such time as any delinquency is cured and you then 
                             make six consecutive payments when due. 
                             Your due date is at least 23 days after the close of each billing cycle.  We will not 
     How to Avoid Paying Interest  charge you interest on purchases if you pay your entire balance by the due date 
                             each month. We will begin charging interest on cash advances and balance 
                             transfers on the transaction date. 
     Minimum Interest Charge   If you are charged interest, the charge will be no less than $1.00 per credit plan 
     For Credit Card Tips from the  To learn more about factors to consider when applying for or using a credit 
     Consumer Financial Protection  card, visit the website of the Consumer Financial Protection Bureau at 
     Bureau                  http://www.consumerfinance.gov/learnmore. 
    
     Fees 
                              
                              
     �  Annual Fee 
                             None 
                              
     Transaction Fees         
                              
     �  Balance Transfer     The greater of $10 or 3% of the amount of the balance transfer.  
     �  Cash Advance         The greater of $10 or 3% of the amount of the cash advance. 
     �  Convenience Checks   The greater of $10 or 3% of the amount of the convenience check.  
     �  Foreign Transaction   3% of each transaction in U.S. dollars. 
                              
     Penalty Fees 
                              
     �  Late Payment 
                             Up to $35  
     �  Returned Payment 
                             Up to $35 
    
   How We Will Calculate Your Balance: We use a method called "daily balance (including new purchases)." 
    Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in your account 
    agreement. 
   APR Information: We add 12.74% to the Index (See Rates in Section D) to determine the APR applicable to your account. We divide the APR by 365 to 
   determine your corresponding Daily Periodic Rate of FINANCE CHARGE. As of January 1, 2014, the initial APR was 16.99% and the initial Daily Periodic Rate 
    of FINANCE CHARGE was 0.04380%. We�ll charge you a minimum FINANCE CHARGE of $1.00 per credit plan for any Billing Period in which a Finance 
    Charge is due. For additional information, see Rates in Section D.  
    APR for Balance Transfers and Cash Advances: The Daily Periodic Rate of FINANCE CHARGE for Balance Transfers and Cash Advances will be computed 
    by adding 22.74% to the Index, and dividing by 365 (corresponding APR will be the Index plus 22.74%). As of January 1, 2014 the Daily Periodic Rate of 
    FINANCE CHARGE for Balance Transfers and Cash Advances was 0.07120%, and the corresponding APR was 25.99%.  
    Penalty APR Information: The Daily Periodic Rate of FINANCE CHARGE for the Penalty Rate applicable to your account is 0.08216% (corresponding APR of 
    29.99%).  For additional information, see Penalty Rate in Section D. 
    Minimum Payment: The Minimum Payment Due is the total of minimum payments for Regular Revolving and Promotional Credit Plan purchases plus any Past 
    Due amounts. The total Minimum Payment Due on your account won�t be less than $25.00. If your Account balance is less than $25.00, you must pay the 
    amount indicated on your Statement in full. The Minimum Payment Due for each Regular Revolving and Cash Revolving Credit Plan will be:  
      �  The greater of: 
           o  1% of the New Balance, excluding any new Regular Revolving or Cash Revolving Credit Plan Finance Charges shown on the Statement; or 
           o  $5.00   
      �  Plus any new Regular Revolving or Cash Revolving Credit Plan Finance Charges shown on the Statement. Rounded up to the nearest $1.00.  
    See Minimum Payment in Section C in the attached Agreement for Promotional Credit Plan Minimum Payment calculations.  
     The APR information described in the attached Agreement is accurate as of March 1, 2013.  Due to a change in the index, this information may have changed.  
    To find out more, call us at 1- 866-308-0680 (TDD/TTY: 1- 800-695-1788), or write us at Comenity Bank, PO Box 182273, Columbus, Ohio 43218 - 2273 or visit 
    our website at comenity.net/marathon.  
   A. Getting Started 
   Definitions 
   In this Agreement, �We,� �Us� and �Our� mean Comenity Bank. �You� and �Your� mean each person who submits an application for an account with us. 
   �Account� means your credit card account with us. �Card� means each credit card we issue for your Account   �Credit Plan� means one or more payment 
    program options Marathon may ask us to offer from time to time.  
   Upholding your Agreement 
   �  You agree to the terms of this Agreement, and promise to do everything required of you. If you sign or submit an application to obtain credit from us, you�ll 
      be legally bound by this Agreement. You�re also legally bound if you sign a charge slip, or permit someone else to use the credit provided. 
    �  You agree that the credit extended under your Account will be used only for personal, family or household purposes and not for business or commercial 
      purpose. 
    �  If the Account is a joint Account, you and the joint Account holder will be bound by this Agreement. Each of you will be jointly and individually responsible 
      for repaying all amounts due.  If more than one person is responsible for this Account, we will only provide billing statements and communications to one 
      of you. 
    �  Any authorized user of your Account will be bound by the terms of this Agreement. One additional Card may be issued with the individual name of an 
      authorized user embossed on the Card. If you want to revoke the use of your Account by an authorized user, either write us at the address, or call us at the 
      phone number, shown on your Statement.   
    �  You agree to pay for all transactions made on your Account by an authorized user, whether or not such transactions were authorized by you or made for 
      your benefit. 
   Card signature   
   For your own protection, please sign your Card before using it. Keep in mind that your signature on the Card isn�t a prerequisite to your obligation to pay 
    amounts incurred on your Account. 
   Using your Credit Card Account 
   �  Your Account may be used to make purchases from anywhere Visa is accepted.  
    �  We may not honor transactions related to, including, but not limited to, gambling, ATM usage at casinos, and illegal activities. 
    �  You may obtain a loan from us under your Account by using your Card or a convenience check as follows: by purchasing goods or services with your Card 
      or your Account number; by obtaining a cash advance from a financial institution  , by use of an ATM; by using a convenience check; or, by incurring 
      charges authorized by this Agreement. 
    �  From time to time, in our sole discretion, we may send you convenience checks for use in borrowing under this Agreement. All convenience checks you 
      use will be treated as cash advances under this Agreement, and subject to the terms and fees that apply to cash advances, unless we advise you 
      otherwise. 
    �  You agree that convenience checks that you use will not be returned to you. 
    �  You may not use the convenience checks to make payments on any Comenity Bank Account. 
    �  You agree not to use a convenience check, and we do not have to pay any convenience check:  
           O  if you are in default under this Agreement;  
           O  if payment of that convenience check would cause your outstanding cash advance balance to exceed your cash advance limit; or  
           O  if we cancel or suspend your right to use convenience checks 
    �  From time to time, in our sole discretion, we may offer you the ability to transfer account balances from other credit card accounts you may have to the 
      Account. We may, in our sole discretion, offer promotional plans for such balance transfers. 
    �  You may use the Card to obtain cash advances through certain ATMs. You will be given a Personal Identification Number (PIN) which must be used in 
      order to obtain an ATM cash advance.  
           O  Some limitations on ATM cash advances may apply, such as limitations on dollar amount, number, or currency denominations.  
           O  You agree that any charges imposed by third parties for use of their ATM facilities will be added to your Account balance as a cash 
              advance. 
    �  If you make a purchase or obtain a cash advance in a foreign currency, it will be converted by Visa into U.S. dollars in accordance with Visa Operating 
      Regulations in effect at the time the transaction is processed.  
           O  The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or the posting date.  
           O  The currency conversion rate used may be the same as, greater than, or less than the amount that would be calculated by conversion 
              through a financial institution in the country in which the purchase or cash advance occurred.  
   Making payments 
   �  Pay your Account by sending a check, money order, or cashier�s check payable in U.S. dollars, to the name and address shown on your Statement 
      specified for payments. Please don�t send cash. 
    �  Be sure to include your payment stub, do not staple your payment to the stub, and use the envelope provided with your Statement. 
    �  If your payment doesn�t meet these requirements, it may not be credited to your Account for up to five days, or may be rejected.   
    �  Any check marked �payment in full� or with similar terms must be sent to 13526 Nacogdoches Rd., San Antonio, Texas 78217-1274  
         o  We can accept such checks or late or partial payments without losing our right to receive the full amount owed on your Account. 
    �  Please don�t send any correspondence with your payment. 
   B. Keeping your account in good standing 
   Avoiding default 
   You�ll be in default under this Agreement if you: 
   �  fail to make at least the Total Minimum Payment Due  
   �  violate any provision of this Agreement 
    �  pass away 
    �  become the subject of bankruptcy or insolvency proceedings 
    �  supply us with misleading, false, incomplete or incorrect information 
    �  are unable or unwilling to perform the terms or conditions of this Agreement 
   �  fail to supply us with any information we deem necessary 
   �  default under any other loan or agreement you have with us or any of our affiliates 
   �  become incompetent 
   �  exceed your credit limit 
   �  issue a payment returned unpaid by your bank for any reason 
   If you don�t pay at least the Minimum Payment Due each time you receive a Statement, we may require you to pay the full amount you owe immediately. If 
   applicable law requires us to do so, we�ll tell you in advance and/or give you the opportunity to remedy your default. 
   Reporting a lost or stolen card (as applicable) 
   If you notice the loss or theft of your credit card or a possible unauthorized use of your card, you should write to us immediately at PO Box 182273, Columbus, 
   Ohio 43218 � 2273 or call us at 1- 866-308-0680 (TDD/TTY 1- 800-695-1788).  You will not be liable for any unauthorized use that occurs after you notify us.  
   You may, however, be liable for unauthorized use that occurs before your notice to us.  In any case, your liability will not exceed $50. 
   C. Learning more about your account 
     Credit Plans 
   �  Your Account may consist of a non-promotional Credit Plan and one or more promotional Credit Plans.  
    �  We may offer different promotional Credit Plans from time to time.   
    �  If a promotional Credit Plan is offered at the time you open your account, this Agreement will include information about the terms for the Plan, by use of an 
      insert, attachment, or other written information provided as part of this Agreement.   
    �  Normal late payment charges, returned check charges and all other provisions apply to any promotional Credit Plan, unless inconsistent with a particular 
      Credit Plan offering.  
    �  If the promotional Credit Plan purchase isn�t paid in full before the promotional period ends, the balance will be transferred to your non-promotional Regular 
      Revolving balance.   
    �  Credit Plans offered and their particular features (including but not limited to minimum purchase requirements and Minimum Payment) may vary 
      occasionally at our discretion and include one or more Regular Revolving or Promotional Credit Plans. Regular Revolving Credit Plans are your non-
      promotional purchases using the Card. Promotional Credit Plans may include:  
      �  Waive Interest, Payment Required  
      �  Waive Interest, Equal Payment  
      �  Waive Interest, Low Payment  
      �  Defer Interest, Equal Payment  
      �  Defer Interest, Payment Required  
      �  Defer Interest, Low Payment  
      �  Low APR, Equal Payment 
      �  Budget Payment  
   Skip-payment option 
   �  At our discretion, we may allow you to skip making the Minimum Payment.   
    �  Finance Charges will be assessed during the skip-payment period, but a late fee won�t be imposed.  This will not be considered a waiver of any of the 
      rights granted by this Agreement. 
    �  All other terms of your Account apply during the skip-payment period. 
   Credit limit 
   �  Your Credit Limit is the total maximum amount we permit you to owe us at any time.  
   �  You may not exceed any credit limit that we set for your Account.  
   �  If you do exceed your Credit Limit, we can still charge you for all purchases, Finance Charges and other charges without giving up any of our rights under 
      this Agreement.  
   �  We may change your Credit Limit at any time.  
   Account cancellation 
   �  You may cancel your Account. You�re still obligated to pay the full amount you owe us. 
    �  We may cancel your Account at any time, for any reason. 
    �  We may refuse to authorize any purchase convenience check, or cash advance on your Account. We may also suspend your Account and your right to 
      use your Card, including each Card you give to others.   
    �  We may cancel any Credit Plan at any time, for any reason.   
    �  Cancellation or suspension of your Account doesn�t negate your obligation to pay any amount you owe us. 
    �  Cancellation of your Account includes each Card you give to others. 
    �  Cards are issued with an expiration date. We have the right not to renew your Account. 
   Minimum Payment 
   �  You can pay all of your Account balance at any time without penalty.  
    �  You must pay at least the Minimum Payment Due for each Billing Period by the Payment Due Date shown on your Statement.  
    �  The Minimum Payment is the total of the minimum payments for the Regular Revolving and Promotional Credit Plans plus any Past Due amounts.  
    �  The total Minimum Payment Due on your account won�t be less than $25.00. If your Account balance is less than $25.00, you must pay the amount 
      indicated on your Statement in full. 
   �  The Minimum Payment Due for each Credit Plan is calculated as follows:  
      �  The minimum payments for Waive Interest, Payment Required and Defer Interest, Payment Required Promotional Credit Plans will be the greater of:  
           o  (a) $5.00; or  
           o  (b) 3.5% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that Credit Plan.  
      �  The minimum payment for the Waive Interest, Equal Payment and Defer Interest, Equal Payment Credit Plans will be the amount of the purchase 
         divided by the number of months between the date of the purchase and the promotional period end date (minimum $5.00) rounded up to the nearest 
         $1.00.  
      �  The minimum payment for the Low APR, Equal Payment Credit Plan will be the amount of the purchase including the calculated finance charges that 
         will be assessed from the date of purchase through the end of the promotional period divided by the number of months between the date of the 
         purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00. 
      �  The minimum payment for the Waive Interest, Low Payment and Defer Interest, Low Payment will be the greater of:  
           o  (a) $5.00 or  
           o  (b) 1% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that Credit Plan.    
   Payment application  
   �  We reserve the right to apply payments equal to or less than the required minimum amount however we see fit, which may result in balances subject to 
      lower interest rates being paid prior to other balances. This may also result in higher interest charges.  
   �  Any payment you make in excess of the required Minimum Payment Due will be allocated to your Account as required by applicable law.  
   �  Excess payments received before a deferred interest promotion expires are applied to the deferred interest promotional balance first in the last two billing 
      cycles of the promotional period.  
   D. Interest, fees and charges  
   Finance Charges 
   �  There is no period in which you can pay back a cash advance, any other transaction treated as a cash advance under this Agreement, or a balance 
      transfer to avoid incurring a Finance Charge. For a cash advance using a convenience check, the date of the advance is the date the convenience check 
      is presented to us or our agent for payment. For all other cash advances, the date of the advance is the date you obtained the advance. 
    �  If you make a purchase under a Regular Revolving Credit Plan, Finance Charges won�t be imposed in any Billing Period in which (i) no Previous Balance 
      exists or (ii) payments received and credits issued by the Payment Due Date, which is at least 23 days after the Statement Closing Date shown on your 
      last Statement, equal or exceed the Previous Balance.   
    �  If the New Balance shown on your last Statement isn�t paid in full by the Payment Due Date shown on your last Statement, there will be a Finance Charge 
      on each purchase from the date of purchase. 
    �  If you make a purchase under any Waive Interest Promotional Credit Plan, we won�t charge Finance Charges on the purchase if you pay the total 
      purchase amount before the end of the promotional period. If you don�t pay the total purchase amount before the end of the promotional period, we�ll add 
      the remaining amount to your Regular Revolving balance. We�ll also begin charging Finance Charges on the purchase from the first day after the 
      promotional period ends. 
    �  If you make a purchase under any Defer Interest Promotional Credit Plan and don�t pay the total amount before the end of the promotional period, we�ll 
      add the remaining purchase amount and the amount of accrued Finance Charges to your Regular Revolving balance. 
    �  If you make a purchase under a Low APR, Equal Payment Credit Plan, Finance Charges will be assessed from the date of purchase through the end of 
      the promotional period. 
   How we calculate Finance Charges on your Account 
   We calculate Finance Charges separately for each Credit Plan, using a �Daily Balance� to determine Finance Charges for each Billing Period. Our calculation 
    method is as follows: 
    �  We start with the beginning balance on your Account each day (including unpaid Finance Charges and fees). 
   �  We subtract any payments or credit adjustments (treating any net credit balance as a zero balance) and add new purchases and debit adjustments posted 
      as of that day. This gives us the �Partial Daily Balance� for the day. 
   �  We then multiply the Partial Daily Balance for the day by the Daily Periodic Rate of Finance Charge. This gives us the �Daily Finance Charge� for the day, 
      which we add to the day�s Partial Daily Balance.   
    �  We�ve now determined the �Daily Balance,� which will be the beginning balance for the following day. This results in daily compounding of interest charges. 
    �  At the end of each Billing Period, we add together each Credit Plan�s Daily Finance Charge, which gives us the total Account Finance Charge.   
    Your Statement will show a Balance Subject to Interest Rate, which is the sum of the Daily Balance for each day in the Billing Period divided by the total 
    number of days.   
   Rates 
   �  The Index in effect for each Billing Period will be the highest �Prime Rate� of interest as published in the �Money Rates� section of The Wall Street Journal 
      for the calendar month preceding the month in which the Billing Period begins, rounded upward if necessary, to the nearest .001% (�Index�).  
   �  An increase or decrease in the APR will result in a corresponding increase or decrease in the amount of Finance Charge and may increase the amount of 
      your minimum payment due. 
   �  If this Agreement accompanies credit cards for your new account, the current initial Daily Periodic Rate of Finance Charge and corresponding APR are 
      indicated on the Cardmailer and are incorporated herein by reference. 
   Penalty Rate 
   �  If you fail to pay all or part of your Minimum Payment Due by the Payment Due Date shown on your Statement for three consecutive Billing Periods, we 
      may apply a penalty APR (�Penalty Rate�) to the existing balance of your Account and to all new purchases. 
   �  We will provide you notice of this rate increase, when it will apply to your account, and for how long it will apply to your account, as required by applicable 
      law. 
   �  The Penalty Rate will apply to your Account until such time as any delinquency is cured and your account is kept in a current and satisfactory status for six 
      (6) consecutive billing periods. On the seventh billing period the Penalty Rate will no longer apply and your Account will be subject to the Daily Periodic 
      Rate of Finance Charge and corresponding APR. 
   �  If you fail to make your required minimum monthly payments during the Penalty period, the Penalty Rate will continue to apply. Your monthly statement will 
      disclose the applicable Penalty Rate for the Billing Period and are incorporated herein by reference. 
   Other fees and charges 
   You agree to pay the following fees and charges: 
   �  Late Fee: If you don�t pay at least the Minimum Payment Due by the Payment Due Date, we will charge you a late fee.   
         o  The fee is $25 if you were not charged a late fee during any of the prior six billing periods.   
         o  Otherwise, the fee is $35.  
         o  This fee will never exceed the minimum payment due that was due immediately prior to the date on which the fee was assessed.  
    �  Returned Payment Fee: We may charge you a fee for each payment that your bank doesn�t honor for any reason.  
         o  The fee is $25 if you were not charged a returned payment fee during any of the prior six billing periods.   
         o  Otherwise, the fee is $35.  
         o  This fee will never exceed the minimum payment due that was due immediately prior to the date on which the fee was assessed.  
    �  Although we may decide to do so, we aren�t required to attempt to collect a payment more than once.  
   �  Document Fees: If we provide you with a copy of any Statement, sales draft or similar document at your request (except in connection with billing error 
      inquiries or resolution), we may charge the Account the following fee(s): 
         o  Statement copy - $6.00 
         o  Sales/Credit Draft copy - $6.00 
         o  Check/Money Order copy - $6.00 
    �  Alternative Payment Method Fee: We may offer alternative payment methods that allow you to make individual, expedited payments to your Account 
      over the phone.  If you choose to use this payment method, we may assess the current fee we charge for this service. Currently, that fee is up to $15.00 
      but may change. We�ll let you know the current fee before you authorize any payment(s), and you can withdraw your request if you don�t want to pay the 
      fee. 
    �  Cash Advance Fee: For any cash advance obtained in person from a financial institution or through an ATM, you will pay a transaction fee equal to the 
      greater of $10.00 or 3% of the amount of the cash advance. You take a cash advance if you use a convenience check; get money through an automated 
      teller machine (ATM); or get money through a financial institution. 
    �  Convenience Check Fee:  For any convenience check written against your Account you will pay a transaction fee equal to the greater of $10.00 or 3% of 
      the amount of the convenience check. 
    �  Balance Transfer Fee:  For any balance transfer from another account, you will pay a transaction fee equal to the greater of $10.00 or 3% of the amount 
      of the balance transfer. 
    �  Foreign Transaction Fee: For any charge or cash advance outside the US, you will pay a Foreign Transaction Fee equal to 3% of the US dollar amount 
      of the foreign transaction.  If a charge or cash advance made outside of the US is converted into US dollars our network providers (Visa, MasterCard, and 
      Discover) will select either (1) a rate from the range of rates available in wholesale currency markets for the applicable central processing date, which may 
      vary from the rate the network provider itself receives, or (2) a government-mandated rate in effect for the applicable central processing date. 
    �  Return Convenience Check Fee: You also agree to pay a fee of up to $35.00 for each convenience check written against your Account which fails to 
      clear and is returned unsatisfied.  
         o  You agree to pay a fee of up to $35.00 for each convenience check written against your Account on which we stop payment at your request. 
   E. Other important information  
   Collection Costs 
   As permitted under applicable law, you agree to pay the reasonable costs for collecting amounts due, including reasonable attorney�s fees and court costs 
   incurred by us or another person or entity. 
   Changes 
   We may add, change, or delete the terms of your Account. If required by law, we will give you advance written notice of the change(s) and a right to reject the 
    change(s).   
   Security Interest 
   You grant us a security interest in all goods you purchase through the use of the Account, now or at any time in the future and in all accessions to and proceeds 
   of such goods. We waive any security interest we may have in your principal dwelling, to the extent that it would otherwise secure any obligation arising 
    hereunder. 
   Changes to your information 
   Please notify us immediately of any changes to your name or address. 
   Governing Law 
   THIS AGREEMENT IS GOVERNED BY DELAWARE AND APPLICABLE FEDERAL LAW. THIS IS THE LAW WE ARE SPEAKING OF WHEN WE REFER 
   TO A TERM PERMITTED OR REQUIRED BY APPLICABLE LAW. 
   Transfer of Rights/Assignment 
   Your rights under this Agreement can�t be transferred by you, by operation of law or otherwise, but your obligations will be binding upon your estate or personal 
   representatives. We may transfer or assign your Account and/or this Agreement, or any of our rights under this Agreement, to another person or entity at any 
    time without prior notice to you or your consent. 
   No Waiver of Rights 
   We can delay enforcing our rights under this Agreement without losing them.   
   Severability 
   If any provision of this Agreement is in conflict with applicable law, that provision will be considered to be modified to conform with applicable law. 
   F. Disputes & Reporting to Credit Agencies 
   Credit Reports 
   �  You give us permission to investigate your credit record.  
    �  You agree that a credit report may be requested in connection with the processing of your credit application. A report may also be requested in connection 
      with a credit extension, credit limit request, Account renewal or update, Account collection action, or dispute investigation.  
   �  You understand that we may report negative information (such as, late payments, missed payments, or other defaults) about your account to credit 
      bureaus.   
    �  You give us permission to provide information about your Account to credit bureaus and other creditors, as well as to the retailer whose name appears on 
      your Card. 
   Credit report disputes 
   If you believe the account information we reported to a consumer reporting agency is inaccurate, you may submit a direct dispute to Comenity Bank, PO Box 
    182789 Columbus, OH 43218 - 2789. Your written dispute must provide sufficient information to identify the account and specify why the information is 
    inaccurate: 
    �  Account Information:  Your name and account number 
    �  Contact Information:  Your address and telephone number 
    �  Disputed Information:  Identify the account information disputed and explain why you believe it is inaccurate 
    �  Supporting Documentation:  If available, provide a copy of the section of the credit report showing the account information you are disputing 
    We will investigate the disputed information and report the results to you within 30 days of receipt of the information needed for our investigation. If we find that 
    the account information we reported is inaccurate, we will promptly provide the necessary correction to each consumer reporting agency to which we reported 
    the information. 
   Your Billing Rights: Keep This Document For Future Use 
   This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. 
    What To Do If You Find A Mistake On Your Statement 
    If you think there is an error on your statement, write to us at: Comenity Bank PO Box 182782 Columbus, Ohio 43218-2782 
   In your letter, give us the following information: 
   �  Account information: Your name and account number. 
   �  Dollar amount: The dollar amount of the suspected error. 
   �  Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake. 
   You must contact us: 
   � Within 60 days after the error appeared on your statement. 
   � At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong. 
    You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to 
    pay the amount in question. 
    What Will Happen After We Receive Your Letter 
    When we receive your letter, we must do two things: 
    1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error. 
    2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct. 
    While we investigate whether or not there has been an error: 
    �  We cannot try to collect the amount in question, or report you as delinquent on that amount. 
    �  The charge in question may remain on your statement, and we may continue to charge you interest on that amount. 
    �  While you do not have to pay the amount in question, you are responsible for the remainder of your balance. 
    �  We can apply any unpaid amount against your credit limit. 
    After we finish our investigation, one of two things will happen: 
    �  If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount. 
    �  If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a 
      statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe. 
    If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot 
    report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, 
    and we must let those organizations know when the matter has been settled between us. 
    If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct. 
    Your Rights If You Are Dissatisfied With Your Credit Card Purchases 
    If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the 
    merchant, you may have the right not to pay the remaining amount due on the purchase. 
    To use this right, all of the following must be true: 
    1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more 
    than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the 
    goods or services.) 
    2. You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit card 
    account do not qualify. 
    3. You must not yet have fully paid for the purchase. 
    If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at: 
    Comenity Bank 
    PO Box 182782 Columbus, Ohio 43218-2782 
    While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that 
    point, if we think you owe an amount and you do not pay, we may report you as delinquent. 
   G. Optional Products 
   Credit insurance (as applicable) 
   Purchasing credit insurance is optional. If you do choose to carry credit insurance coverage, the premium charge will be added to your Account as a purchase 
   on the last day of each Billing Period.  You can cancel your coverage at any time. 
   Account Assure Pro debt cancellation (as applicable)   
   �  Purchasing Account Assure Pro is optional.   
    �  Your decision whether or not to purchase Account Assure Pro won�t affect your application for credit or the terms of any existing credit agreement you 
      have with Comenity Bank.   
    �  The monthly fee for Account Assure Pro is based on the outstanding monthly balance on your Account each month and will be added to your Statement.   
    �  We�ll provide additional information before you�re required to pay for Account Assure Pro. This will include a copy of the contract containing the terms and 
      conditions pertaining to Account Assure Pro. 
    �  You can cancel your Account Assure Pro at any time. 
    �  There are eligibility requirements, conditions, and exclusions that could prevent you from receiving benefits under Account Assure Pro.   
    �  Be sure to carefully read the contract for a full explanation of the terms of Account Assure Pro. 
   H. Communicating with us 
   Communicating to you about your Account 
   If we need to contact you to service your Account or to collect amounts you owe to us, you give direct consent to us, as well as servicers, agents, contractors 
    and collectors of your Account, to communicate with you in any way, such as calling, texting, or e-mail via:  
    1)   a cell, landline, or text number you provide, use to contact us, or at which we believe we can reach you (even if it is not yours),  
    2)   any email address you provide to us or one of our merchants,  
    3)   automated dialer systems and automatic telephone dialing systems,  
    4)   pre-recorded or artificial voice messages and other forms of communications.   
    You also agree that these communications aren�t unsolicited for purposes of any state or federal law, and you understand that this may result in additional 
    mobile, text message, or data charges. 
   Phone monitoring 
   �  To provide you with high-quality service, phone communication with us is monitored and/or recorded. 
    �  You agree that we monitor and/or record any phone calls between you and us.   
    �  Please inform all authorized cardholders of this provision, including anyone acting on your behalf or making payments on this Account. 
   For Wisconsin residents: 
   If you are married, please contact us immediately upon receipt of this Agreement at 1- 866-308-0680 (TDD/TTY 1- 800-695-1788) and provide us with the name 
   and address of your spouse. We are required to inform your spouse that we have opened a credit account for you. 
   For bankruptcy notifications: 
   All bankruptcy notices and related correspondence to Comenity Bank should be sent to the following address:  Comenity Bank, Bankruptcy Department, PO 
    Box 182125 Columbus, OH 43218-2125. 
   I. Arbitration and jury trial waiver 
   A. Jury Trial Waiver 
   TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT ARISING OUT OF OR 
   RELATED TO THIS AGREEMENT.  THIS JURY TRIAL WAIVER SHALL NOT AFFECT THE ARBITRATION PROVISION BELOW (INCLUDING THE JURY 
   TRIAL WAIVER CONTAINED THEREIN).  YOU AND WE EACH REPRESENT THAT THIS WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND 
   VOLUNTARILY. 
   B. Notice and Cure 
   Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising out of or related to this Agreement (as further defined below, a �Claim�), the party 
   asserting the Claim (the �Claimant�) shall give the other party (the �Defendant�) written notice of the Claim (a �Claim Notice�) and a reasonable opportunity, not 
    less than 30 days, to resolve the Claim. Any Claim Notice to you shall be sent in writing to the address we have in our records (or any updated address you 
    subsequently provide to us).  Any Claim Notice to us shall be sent by mail to Comenity Bank, PO Box 182436, Columbus, Ohio 43218-2436 (or any updated 
    address we subsequently provide).  Any Claim Notice you send must provide your name, address and account number.  Any Claim Notice must explain the 
    nature of the Claim and the relief that is demanded.  You may only submit a Claim Notice on your own behalf and not on behalf of any other party.  No third 
    party, other than a lawyer you have personally retained, may submit a Claim Notice on your behalf.  The Claimant must reasonably cooperate in providing any 
    information about the Claim that the other party reasonably requests. 
   C. Arbitration Provision 
   READ THIS ARBITRATION PROVISION CAREFULLY.  IF YOU DO NOT REJECT THIS ARBITRATION PROVISION IN ACCORDANCE WITH PARAGRAPH 
   C.1. BELOW, IT WILL BE PART OF THIS AGREEMENT AND WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL RESOLVE ANY 
   CLAIM WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE.  
   1. Your Right to Reject:  If you don�t want this Arbitration Provision (and any prior arbitration agreement between you and us (�Prior Arbitration 
    Agreement�)) to apply, you may reject it by mailing us a written rejection notice which gives the name of each Cardholder and contains a statement 
    that you (both of you, if more than one) reject the Arbitration Provision of this Agreement. The rejection notice must be sent to us at Comenity Bank, 
    PO Box 182422, Columbus, OH 43218-2422. A rejection notice is only effective if it is signed by you (all of you, if more than one) and if we receive it 
    within thirty (30) calendar days after the date we first provide you with a credit card agreement or written notice providing you a right to reject this 
    Arbitration Provision. Your rejection of this Arbitration Provision will not affect any other provision of this Agreement or your ability to obtain credit. 
    2. Parties Subject to Arbitration:  Solely as used in this Arbitration Provision (and not elsewhere in this Agreement), the terms �we,� �us� and �our� mean (a) 
    Comenity Bank, any parent, subsidiary or affiliate of the Bank and the employees, officers and directors of such companies (the �Bank Parties�); and (b) any 
    other person or company that provides any services in connection with this Agreement if you assert a Claim against such other person or company at the same 
    time you assert a Claim against any Bank Party. 
    3. Covered Claims:  �Claim� means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the 
    Account, the issuance of any Card, any rewards program, any prior agreement or account. �Claim� includes disputes arising from actions or omissions prior to 
    the date any Card was issued to you, including the advertising related to, application for or approval of the Account. �Claim� has the broadest possible meaning, 
    and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other 
    intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). �Claim� does not 
    include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition 
    against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the �Class Action Waiver�), the 
    last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that 
    concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 
    4. Starting an Arbitration:  Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a 
    different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you 
    bring against us in small claims court or your state�s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then 
    have the right to demand arbitration. 
   5. Choosing the Administrator:  �Administrator� means the American Arbitration Association (�AAA�), 1633 Broadway, 10th Floor, New York, NY 10019, 
   www.adr.org; JAMS is at 620 Eighth Avenue, 34th Floor, New York, NY 10018, www.jamsadr.com; or any other company selected by mutual agreement of the 
   parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be 
    selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a 
    retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with 
    your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute 
    our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. 
    Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the 
    arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 
   6. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE 
    RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US IS 
    MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE 
    AVAILABLE IN ARBITRATION.  
    7. Prohibition Against Certain Proceedings:  IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN A 
    CLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR 
    WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE 
    JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) THE ARBITRATOR SHALL HAVE NO POWER 
    OR AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.  
    8. Location and Costs of Arbitration:  Any arbitration hearing that you attend must take place at a location reasonably convenient to you. We will pay any and 
    all fees of the Administrator and/or the arbitrator if applicable law requires us to, if you prevail in the arbitration or if we must bear such fees in order for this 
    Arbitration Provision to be enforced. If you demand an arbitration, we will pay your reasonable attorneys� and experts� fees if you prevail or if we must bear such 
    fees in order for this Arbitration Provision to be enforced. Also, we will bear any fees if applicable law requires us to. 
   9. Governing Law:  This Arbitration Provision involves interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. �� 1-16 (the �FAA�), and 
    not by any state arbitration law. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of 
    privilege recognized at law. The arbitrator may award any remedy provided by the substantive law that would apply if the action were pending in court (including, 
    without limitation, punitive damages, which shall be governed by the Constitutional standards employed by the courts). At the timely request of either party, the 
    arbitrator must provide a brief written explanation of the basis for the award. 
    10. Right to Discovery:  In addition to the parties� rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a 
    written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have 
    discretion to grant or deny that request. 
    11. Arbitration Result and Right of Appeal:  Judgment upon the arbitrator�s award may be entered by any court having jurisdiction. The arbitrator�s decision is 
    final and binding, except for any right of appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or involves a request for injunctive 
    or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $50,000, any party can, within 30 days after the entry of the award 
    by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. The panel shall reconsider anew any aspect of the initial award 
    requested by the appealing party. The decision of the panel shall be by majority vote. Reference in this Arbitration Provision to �the arbitrator� shall mean the 
    panel if an appeal of the arbitrator�s decision has been taken. The costs of such an appeal will be borne in accordance with Paragraph C.8. above. 
    12. Rules of Interpretation:  This Arbitration Provision shall survive the repayment of all amounts owed under this Agreement, the closing of the Account, any 
    legal proceeding and any bankruptcy to the extent consistent with applicable bankruptcy law.  In the event of a conflict or inconsistency between this Arbitration 
    Provision, on the one hand, and the applicable arbitration rules or the other provisions of this Agreement, on the other hand, this Arbitration Provision shall 
    govern.  This Arbitration Provision replaces any Prior Arbitration Agreement. 
    13. Severability:  If any portion of this Arbitration Provision, other than the Class Action Waiver, is deemed invalid or unenforceable, the remaining portions 
    shall nevertheless remain in force. If a determination is made that the Class Action Waiver is unenforceable, only this sentence of the Arbitration Agreement will 
    remain in force and the remaining provisions shall be null and void, provided that the determination concerning the Class Action Waiver shall be subject to 
    appeal. 
    14. Special Payment:  If (1) you submit a Claim Notice in accordance with Section B of the Arbitration and jury trial waiver Provisions on your own behalf (and 
    not on behalf of any other party); (2) we refuse to provide you with the relief you request; and (3) an arbitrator subsequently determines that you were entitled to 
    such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus any fees and costs to which you are entitled). 
     
       
      Pricing Addendum   
       
      Interest Rates and Interest Charges 
      Annual Percentage Rate 
                          Prime Rate plus 12.74%. 
      (APR) for Purchase 
                          This APR will vary with the market based on the Prime Rate. 
                             
      APR for Balance Transfers  Prime Rate plus 22.74%. 
      and Cash Advances   This APR will vary with the market based on the Prime Rate. 
      Penalty APR and When It  29.99%.   
      Applies               This APR may be applied to your account if you make a late payment. 
                            How Long Will the Penalty APR Apply? If your APR is increased for this reason, 
                            the Penalty APR will apply until you make six consecutive minimum payments when 
                            due. 
                           
      Paying Interest     Your due date is at least 23 days after the close of each billing cycle. We will not 
                          charge you interest on purchases if you pay your entire balance by the due date 
                          each month. We will begin charging interest on cash advances and balance transfers 
                          on the transaction date. 
      Minimum Interest Charge  If you are charged interest, the charge will be no less than $1.00 per credit plan. 
      
      Fees 
      �  Annual Fee     None 
      Transaction Fees   
      �  Balance Transfer  The greater of $10 or 3% of the amount of the balance transfer. 
      �  Cash Advance   The greater of $10 or 3% of the amount of the cash advance. 
      �  Convenience Check  The greater of $10 or 3% of the amount of the convenience check. 
      �  Foreign Transaction  3% of each transaction in U.S. dollars. 
      Penalty Fees       
      �  Late Payment   Up to $35 
      �  Returned Payment  Up to $35 
      Balance Computation  We use a method called "daily balance (including new purchases)." 
      Method