Key Secured Credit CardSM 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 so that you are 
aware of the terms that apply to use of the Account and Cards. This agreement is effective as soon as 
you activate the 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 
Generally. Your Account can be accessed by a Card issued to you. 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, bitcoin or other cryptocurrency Purchases or marijuana Purchases 
even if legal. You are responsible for any use of and Charges to your Account by you, even if the use or 
Charge is prohibited by this Agreement. 

Authorized Users: You are not permitted to add Authorized Users to your Account. If you do allow 
someone to use your Account in violation of these terms and conditions, you will still be responsible for 
any such use of your Account. A failure by any Authorized User to follow the terms and conditions of this 
Account, will be deemed a failure by you to adhere to such provisions. 

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. 
2. CREDIT LIMITS 
Generally. All Cards accessing your Account are subject to your Account's credit limit. Your initial credit 
limit is located on the card carrier that was sent to you with your Card. 

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. 

Changes to Your Credit Limit. Without advance notice, we may change your credit limit at any time. 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 
Generally. You may use your Account for Purchases. We may provide you promotional offers from time 
to time at our discretion. 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 Foreign Transaction will incur a Foreign Transaction 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. 

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. 

Prohibited Charges. On this Account we do not offer cash advances, convenience checks, or balance 
transfers (regardless of whether the transfer originates from a credit card account at this or another 
financial institution). We will not permit the following transactions which we have designated as cash 
advances: (i) obtaining cash from an automated teller machine (ATM), (ii) obtaining cash from any other 
source, (iii) making a wire transfer, (iv) buying foreign currency, (v) buying traveler's checks, (vi) buying 
money orders, (vii) buying lottery tickets, or (viii) buying gambling chips and wagers. 

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 
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 if it changes the definition of the U.S. Prime Rate, we may in our 
sole discretion, substitute another index. 

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 amount 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 
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 
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. 

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 by the number of days in 
the Billing Period to arrive at the ADB. The ADB amount can then be used in the formula above to 
determine the actual interest Charges that will be added to (i.e. posted to) your Account. 

You will be able to see the Interest Charges for each of the balances on your Bill under the section 
entitled "Interest Charge Calculation". We then add up all of the interest Charges for each Balance to get 
the total interest Charges for the Billing Period, which total can be found on the first page of your Bill in 
the box labeled "Summary of Card Activity" under the heading of "Interest Charged". 

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 Foreign Transaction Fee to the Purchase Balance). Fees that do not 
apply to a particular Balance are added to the Purchase Balance. 

Grace Period Only Applies to Purchases. Only the portion of the Purchase Balance attributable to 
Purchases will be provided a Grace Period. 

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), 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 due 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. 

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. 

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 Purchases. There may be delays in posting 
Charges to your Account. Although we generally add the fees associated 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 or other promotional Balances.  
6. OVERDRAFT PROTECTION ADVANCES 
This Account is not permitted to be used as overdraft protection for a checking account. 
7. FEES 
Transaction Fees. We charge fees in connection with specific Charges you have initiated. 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 on the Rates and Fees Table) are calculated as set forth in the definition in the 
Glossary. 

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 
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. 

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.  

Payments made 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. 

Payments 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. 

When is a Payment 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. 

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 we 
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 
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.  

Payments in Excess of the Minimum Payment. 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. 

Payments Less Than or Equal to the Minimum Payment. We may apply the amount of your payment 
less than or equal to your Minimum Payment and any credits to your Account in any way we choose. We 
generally apply these payments to lower APR balances first, which means you may pay higher interest 
Charges. 

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. 

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 
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. 

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 
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 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 
Notify Us. You must Notify Us immediately and stop using your Account. 

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 
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. 

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. 

KeyBank Fraud Alerts Program. KeyBank may send you text messages at no charge to you to notify 
you of possible fraudulent transactions on your Account. KeyBank will use your response to such 
messages to help determine whether a particular transaction is fraudulent. Message frequency depends 
on account activity. You may opt out at any time by texting STOP to any such message. By sending a 
STOP reply, you agree to one additional confirmation message stating that you've opted out and will no 
longer receive messages from KeyBank with respect to this Account for this particular Fraud Alerts 

program. If you need help with a particular text message, you may text HELP in reply to any such 
message, or you may call 1-800-KEY2YOU® (1-800-539-2968). Carriers are not responsible for any 
delayed or undelivered messages. Messages may be delayed or not delivered due to factors outside of 
the carrier's control. Participating wireless carriers may change from time to time and may include without 
limitation: AT&T, Boost Mobile, Metro PCS, Sprint, T-Mobile®, Verizon Wireless, Virgin Mobile USA.  

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. 

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. 

Telephone Monitoring. We may listen to and record your telephone calls with us. 

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. 
14. Credit Information 
Credit Information We Receive about You. We may obtain and review your credit history from credit 
reporting agencies and others, including in connection with the servicing and collection of your Account. 
As a part of servicing, we will review your Account on a regular basis to determine if you are eligible for 
certain promotional offers related to your Account and you authorize us to do so. 

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. 

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 
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. 

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. 

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. 

Severability. Except as specifically provided in the arbitration section 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.  

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. 

Agreement to Arbitrate. ALL CLAIMS (OTHER THAN THOSE SET FORTH IN THE EXCLUSIONS 
SECTION BELOW) WILL BE RESOLVED BY BINDING ARBITRATION WHICH REPLACES (1) THE 
RIGHT TO GO TO COURT, (2) HAVE A JURY TRIAL, AND/OR (3) INITIATE OR PARTICIPATE IN A 
CLASS ACTION. THIS ARBITRATION PROVISION SUPERSEDES AND REPLACES ANY EXISTING 
ARBITRATION PROVISION BETWEEN YOU AND US. 

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). 

Exclusions from Mandatory Arbitration.. You and we agree that the following Claims may be resolved 
by means other than arbitration: 

1.  Small Claims. Individual Claims filed in a small claims court are not subject to arbitration, as long as 

the matter stays in small claims court. 

2.  Collection Actions Initiated by Us .Collection actions are not subject to arbitration unless either (i) 
you request that we switch to arbitration, or (ii) you assert a Claim against us during a collection 
action and we then request a switch to arbitration. 

3.  Prior Claims. Claims previously asserted, or which are later asserted, in lawsuits filed before the 
effective date of this Arbitration Provision or any prior arbitration provisions between you and us, 
whichever is earlier, are not subject to arbitration. 

4.  Claims by Consent .By consent of both parties, any Claim may be excluded from mandatory 

arbitration. 

Definition of Claim. As used in this Arbitration Provision, the word "Claim" 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" include 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. 

Arbitration Process Generally. Any Claim subject to arbitration by the terms of the Arbitration Provision 
shall be resolved 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 
PARTICPATE 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. 

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. 

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. 

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 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. 

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 
consisted 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.  

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 
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 us at the address shown on your billing statement. In 
your letter, give us the following information. 

•  Account information: Your name and Account number. 
•  Dollar amount: The dollar amount of the suspected error. 
•  Description of the problem: If you think there is an error on your bill, describe what you believe is 

wrong and why you believe it is a mistake. 

You must contact us: 

•  Within 60 days after the error appeared on your 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 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. 
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 be 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 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 
the address shown on your billing 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 
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. 

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. 

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. 
Glossary of Definitions. 
Each term that is capitalized in this glossary 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 Glossary are a part of the Agreement between us. 

Terms: 

Account 

Address On File 

Definitions 

Defined in the first paragraph of the 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 the 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. We use the APR that 
applies to each Balance to calculate the interest that you owe us on the 
Account. 

Assign 

Assignment 

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. 

This is the Assignment of Deposit Account Agreement you signed granting us 
a security interest in a certain deposit account maintained with us and in 
which you agreed, in addition to other things, to maintain a balance in such 
deposit account (also known as the "Pledged Account") in amount that 
equals or exceeds your Credit Limit. 

• 

• 

• 

• 

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 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 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 and Promotions. 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. 

Billing Period (also 
referred to by us as the 
Billing Cycle) 

Bill 

(also referred to by us 
as your Monthly 
Statement) 

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. We place fees that do not result from a specific 
Charge, such as a Late Payment fee, into your Purchase Balance. 

•  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 that can 
be used to access your credit card Account. 

Cardholder(s) 

you and/or any Authorized User. 

Charge 

Any transaction, interest, or fee, regardless of how such Charge is made (by 
Card, automatic posting or otherwise). 

Daily Periodic Rate or 
DPR 

DPR stands for "Daily Periodic Rate." This is a daily interest rate. The daily 
periodic rate or DPR for a given Balance is equal to the APR on that Balance 
divided by 365. 

Default 

You are in Default on the Account if: 

1.  You do not make at least the Minimum Payment when it is due; or 
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. 

10.  You violate any terms of the Assignment, including without limitation to keep the Pledged 
Account open with a balance greater than or equal to the Hold Amount, as the terms 
"Pledged Account" and "Hold Amount" are defined in the Assignment. 

Due Date 

•  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 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 States if the merchant is located 
outside of the United States, 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. 

Foreign Transaction 

Grace Period 

Late Payment 

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. 

Minimum Payment 

(also referred to by us 
as the Minimum Monthly 
Payment) 

Notify Us 

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). 

Prime Rate 

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. 

Promotions and 
Promotional Offers 

These are offers we may choose to extend to you from time to time that carry 
different APRS and fees depending upon certain parameters set forth in such 
offer. 

Protected Balances 

Purchases 

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. See 
Section 3 and its subsection entitled "Prohibited Charges" for additional 
information as to Charges we do not consider Purchases. 

Returned Payment 

•  This is a payment that you make to us that is not honored by your 

Standard Payment 
Instructions 

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 
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. 

6. 

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. 

(ID 1765-512)