KeyBank National Association

Key Possibilities® Gift Card Cardholder Agreement

This Cardholder Agreement (“Agreement”) governs your use of a non-personalized Mastercard® Card branded with our Key Possibilities® service mark. Please read this Agreement carefully and keep it for your records. By using your Card, you agree to accept the terms and conditions of this Agreement. You may reject the terms of this Agreement prior to any use of the Card by written notice to us of your rejection and request a refund of the unused Card Balance. You cannot reject these terms after you use the Card. Your rejection, however, shall not affect our rights with respect to any Card.

1.     Meaning of Some Terms. In this Agreement the term(s): (1) “we,” “us,” “our” and “KeyBank” mean KeyBank National Association, its successors and assigns; as the card issuer under KeyBank’s Card program; (2) “you” and “your” mean the natural person or business entity that purchased the Card and loaded monetary value into the Card Balance on the Card; (3) “Business Day” means Monday through Friday, holidays not included. (4) “Card Balance” means the amount of funds that you may access with your Card, but reduced in the manner described below; (5) “Card Network” means, individually, or collectively, the entity that established and currently operates a Prepaid Card payment network, which displays one or more of its service marks on the front or back of your Card; (6) “Card Program” means KeyBank's Prepaid Card program marketed to you pursuant to which you have received the Card; (7) “Card Transaction” means any financial transaction authorized by us whereby you use the Prepaid Card at a location that accepts your Card's branded service mark of a Card Network; (8) “Mastercard” means Mastercard International Incorporated; and (9) “Prepaid Card” means a plastic card or other electronic payment device issued by KeyBank and which is: (i) useable at multiple, unaffiliated merchants or service providers and/or at automated teller machines (“ATMs”); (ii) purchased and/or loaded on a prepaid basis by a consumer or a business entity; and (iii) honored upon presentation by merchants for goods or services, or at ATMs.

2.     Card Program.
A. Key Possibilities Gift Card. The term “Card” means the Prepaid Card, branded with the service marks of the Card Networks, which you may use the Card Balance by the means described in this Agreement. You may perform Card Transactions wherever the Card is accepted in accordance with this Agreement and applicable Card Network rules. Your Card is NOT a credit card and cannot be used as one. There is no actual checking or other physical account associated with your Card. You cannot link your Card to any deposit or credit account you may have with us or with any other financial institution. Since your Card's value has been prepaid, you should treat it the same as cash.

B. Adding Value to your Card. Your Card is not reloadable. Reload value cannot be added to this Card by you or any other person acting on your request, except value will be added to the Card Balance by credits for returns to any merchant that had accepted your Card.

C. Expiration of Your Card. Your Card will expire on the date indicated on the front of the Card ("Expiration Date"). Card Access to your Card Balance, and the underlying value in the Card Balance, will expire on the Expiration Date on your Card. After the Expiration Date you can no longer use the Card for any Card Transaction. If you attempt to return goods or services to a merchant after the Expiration Date, you will be subject to the return policy of such merchant.

D. Refund. Subject to applicable law, the purchaser of the Card may request a refund of the entire amount of the Card Balance available at the time of our receipt of the request for a refund. Any request for a refund of a portion of the Card Balance will be treated as your request for a refund of the entire Card Balance. A refund request may be made at any time prior to the Expiration Date, and thereafter may be requested, but no later than 30 calendar days after the Card's Expiration Date, by writing to Customer Service at the address below, requesting a refund of such unused value, and including the Card number and the name of the customer who purchased the Card.

E. Forfeiture of Card Balance. All refund requests received by us more than 30 calendar days after the Expiration Date will not be accepted by us. All rights, title, interests and claims of any kind in and to any Card Balance, remaining 30 days after the Expiration Date, by the initial purchaser of the Card and each subsequent holder, recipient or transferee of the Card, shall be forfeited in full, and the remaining Card Balance shall be retained by us for our own account free and clear of all claims by any person or other entity.

F. Escheatment of Card Balance as Abandoned Property. To the extent required by applicable state law but subject to any preemption under federal law now or hereafter in effect: (i) your Card Balance may be treated as abandoned property due to continuous non-use of your Card for a long time period, (such as three years or more); and (ii) at the end of such non-use period under State law, we may transfer your unused Card Balance to the applicable State that administers such abandoned property in accordance with State law. Thereafter we will promptly cancel your Card. You hereby acknowledge and agree that upon our transfer of the Card Balance as abandoned property, we shall have no further obligations in connection with the Card Balance or this Agreement and you hereby release us from all liabilities and claims of any nature by you in connection with your Card or this Agreement. If any State administrator receives your unused Card Balance as abandoned property, you shall be solely responsible to submit to such State administrator any request or claim for a refund of your unused Card Balance.

G. Using Your Card with a PIN or Your Signature. You may use your Card at any merchant's POS terminal to make a purchase or rental of goods or services, and sign for such POS transaction by your manual signature. If you received a personal identification number (“PIN”) with your Card, you may use your Card at any POS terminal to purchase or rent goods and services and use your PIN rather than a manual signature to authorize the Card Transaction. With a PIN, you may use your Card to withdraw cash or view your Card Balance at any ATM [by selecting the checking account option]. If permitted by the Card Program, you also may use your Card to withdraw cash at a retail merchant that accepts the Card. All Card transactions verified by a PIN shall be deemed to be fully authorized by you.

H. Card Transactions. The full amount of each Card Transaction, including applicable taxes will be deducted from your available Card Balance if such Card Balance is sufficient to complete the Card Transaction. A Card Transaction will not be authorized if your available Card Balance is not sufficient to cover such transaction. Credit will not be extended to you in connection with your use of the Card. Nothing in this Agreement shall require us to authorize any Card Transaction. While you are actively enrolled in the Card Program, do not throw away your Card because any credits for returns will be applied back to your Card Balance. If you permanently terminate your participation in the Card Program for any reason, please destroy your Card immediately. To facilitate a purchase online over the Internet, when asked for the billing address, input the address of the purchaser of the Card. Also, we recommend you wait 24 hours from the time the Card is purchased to allow us to update the address for the purchaser of the Card.

I. Card Restrictions. Your use of the Card is subject to the following restrictions and limitations, as well as those set forth elsewhere in this Agreement. Unless otherwise expressly permitted by the Card Program or us, the maximum Card Balance permitted at any time is $2,500. When purchasing gasoline using your Card, you must pay for your purchase at the gas station service counter and not at the automated fuel dispensers (i.e., gas pumps). We reserve the right to impose limits on the dollar amount of Card Transactions on a daily or transaction basis. These limits may be increased or decreased from time to time by us in our sole discretion and without notice.

We will prohibit your use of the Card in those countries restricted by the U.S. laws administered by the Office of the Foreign Assets Control, including, without limitation the following countries: Cuba, Iran, Liberia, Myanmar/Burma, North Korea, Sudan and Syria, in order to facilitate our compliance with applicable federal laws and regulations.

J. Card Balance; Split Transaction. When you use your Card to make a Card Transaction, you should be aware of the unused Card Balance to ensure that the amount of your Card Transaction does not exceed your available Card Balance. The full amount of each Card Transaction will be deducted from your Card Balance if such balance is sufficient to complete the Card transaction. If the Card Balance is less than a desired purchase transaction amount, you may request a merchant to split the purchase transaction, by telling the merchant your remaining Card Balance and paying the balance of your purchase by cash or other payment method.

The use of your Card to purchase or rent goods and/or services constitutes a simultaneous reduction from and/or a demand upon the value available by access with your Card, even though the Card Transaction may not actually be posted to your Card Balance until a later date. Some merchants, such as restaurants, hotels, car rentals, may estimate your final bill, or add an estimated tip, and request our authorization for this higher amount. This authorization will reduce your Card Balance and will remain in effect until your merchant transaction is final and the Card Transaction is finally processed by us.

K. Fees. If we elect to impose any fee in connection with this Agreement or the Card, such fee shall be disclosed on the card carrier or other disclosures provided to you with the Card.

L. Replacement Card. We will not issue a replacement card for a lost, stolen or expired Card. You may request a refund of the unused Card Balance in the manner described in paragraph 2.D. above.

M. Customer Service. To determine your remaining Card Balance, Expiration Date, applicable fees, changes in terms of this Agreement, or other information regarding your Card, please contact Customer Service. You may contact Customer Service, Monday through Friday, between the hours of 8:00 a.m. and 8:00 p.m. Eastern Time by phone at-1-888-881-8969 or you may write to Key Possibilities Customer Service at NY-31-17-0128, 17 Corporate Woods Blvd., Albany, NY 12211. In addition you may obtain information on the Card Program at the website at www.key.com.

N. Ownership of Funds: FDIC Insurance. Funds will be deposited into the Card Balance in an account on the books of the Bank that identifies the initial purchaser or acquirer of the Card as the named owner. While the owner may transfer the Card and authorize another person to use the Card, account ownership of the Card Balance cannot be transferred for any reason. Any transfer of account ownership shall be null and void. The value of the Card Balance is shown in United States dollars. The Card Balance is insured by the Federal Deposit Insurance Corporation.

O. Important Information About Procedures for Obtaining a Card. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each holder of a Card. Therefore, you are subject to the identity verification requirements. When you obtain a Card, we will ask for your name, address and identification number, and, in the case of an individual, your date of birth. For Cards issued to or at the request of a business, we may also obtain this information for individuals associated with the business. We may also request to see a driver's license or other identifying documents. In all cases, we are committed to protecting the privacy and identity of our Cardholders.

3.     Stop Payment. You do not have any right to stop payment on any Card Transaction made using your Card.

4.     Disclaimer of Warranties. Unless otherwise required by law, our products and services under the Card Program are provided on an “AS IS” basis and without representations or warranties of any kind, either express or implied, including, without limitation, warranties of title, non-infringement, merchantability, fitness for a particular purpose, quiet enjoyment, security, informational content, system integration or accuracy. We do not warrant that products and services provided under the Card Program will be timely, secure, uninterrupted, accurate, or error free or that any defects in the products and services provided under the Card Program will be corrected.

5.     Ownership of Card. Your Card is KeyBank’s property and is issued by KeyBank pursuant to licenses with the applicable Card Networks. You must surrender your Card to us upon our request.

6.     Overdrafts. Any attempt to use your Card for Card Transactions exceeding the available Card Balance on your Card will not be authorized. Under certain circumstances, however, it is possible for you to charge amounts that exceed your Card Balance (“Overdraft”). You agree to monitor the balance on your Card and to use your best efforts to avoid any Overdraft. We have no obligation under this Agreement to allow any Overdraft on your Card. If any Card Transaction results in an Overdraft, you agree to repay in full the amount of such Overdraft. You hereby authorize us to set off and debit any deposit account or certificate of deposit in the name of the purchaser of the Card, which is held by us in order to repay the amount of such Overdraft. We will send the Card purchaser a notice of this debit to your deposit account. You hereby acknowledge and agree that in the event you have an unpaid Overdraft, we may immediately place a hold against your withdrawal of funds from (i) the Card Balance, and (ii) if you are a banking customer with a deposit account at KeyBank, place a hold on such account. We may thereafter set off such funds in your Card Balance or such deposit account as repayment of such unpaid Overdraft. We reserve the right to cancel your Card if you attempt to make Card Transactions that exceed your current Card Balance or result in any Overdraft.

7.     Termination of Your Card. Prior to the Expiration Date, we may terminate your use of the Card at any time and for any reason (including but not limited to any fraudulent act as described in paragraph 8 or any Prohibited Activity described in paragraph 9) without notice to you, subject to any applicable law limitation. You agree not to use an expired, canceled or otherwise invalid Card. The suspension or cancellation of your Card privileges will not affect your rights and obligations under this Agreement.

8.     Card Misuse. We may suspend or terminate you from the Card Program and/or cancel your Card at any time, without notice, and for any reason, including, without limitation, in the event we suspect that you have committed any fraudulent, illegal or impermissible acts, provided to us any false information or otherwise misused your Card or your available Card Balance in anyway (“fraudulent acts”). Upon cancellation of the Card privileges, you must immediately discontinue your use of the Card and either destroy it or return it to us at the address below.

9.     Prohibited Activity. It is your responsibility to use the Card only for valid and lawful purposes. If you use the Card for any other purpose or transaction, including, without limitation unlawful gambling activities (herein called a “Prohibited Activity”), you must promptly reimburse us and each applicable Card Network for all amounts or expenses incurred as a result of such use. We reserve the right to block Prohibited Activity and to cause non-approval of any authorization request for a Prohibited Activity. Each Card Transactions for any Prohibited Activity made by you or for your benefit shall be considered authorized by you. You hereby assume all responsibility and liability for, and agree to indemnify and save us harmless from, all losses, costs and expenses arising from use of a Card for a Prohibited Activity.

10.     Your Privacy. We will disclose information to third parties about your Card or the Card Transactions you make: (i) where it is necessary for completing any Card Transaction; (ii) in order to verify the existence and condition of your Card for a third party, such as a credit bureau or merchant; (iii) in order to comply with government agency or court order; or (iv) if you give us your written permission. We treat all customer calls as confidential. For quality control purposes, you agree that we may listen to or record telephone calls between you and us and may use automated telephone equipment or prerecorded telephone calls to contact you about your Card and available products and services offered by us or our marketing partners.

11.     Merchant Disputes. We are not responsible for any injury to you or to anyone else caused by any goods or services purchased with your Card. You are responsible for resolving all disputes with the merchant that accepted your Card regarding the quality of the goods and services purchased or rented from such merchant by use of your Card.

12.     Authorization Of Transactions. Although you may allow a person authorized by you to use your Card, we shall have no obligation to respond to inquiries or claims about your Card Balance or Card Transactions from anyone other than you, and all Card Transactions by such person shall be considered authorized by you, until you have notified Customer Service to cancel the Card. We further have no obligation to investigate whether you have authorized others to use your Card. Once the value of your Card is fully used, it can no longer be used for further Card Transactions, except for credits for returns that will be applied back onto your Card. We are not responsible (i) if a merchant or financial institution does not honor your Card or (ii) for goods or services you purchase by using your Card, except to the extent required by applicable law. Although you may have a Card Balance, we may be unable to authorize a particular Card Transaction because of operational difficulties or mistakes. If you exceed your Card Balance, authorization for further Card Transactions may be declined.

13.     Your Liability.
A. In General. You agree to make your best efforts to protect your Card against loss, theft or unauthorized use. You agree to contact Customer Service AT ONCE if you believe your Card has been lost or stolen or you believe there is any unauthorized use of your Card. Telephoning Customer Service is the best way to keep your possible losses down. How much of the loss you will have to bear will depend on the circumstances. You agree to cooperate completely with us in any of our attempts to recover amounts from unauthorized users and to assist in their prosecution under law. If the Zero Liability Rule in paragraph 13.B. below does not apply to the Card Transaction, you may have to bear all loss for an unauthorized use of your Card and we are not responsible for lost or stolen Cards or any unauthorized use of the Card.

B. Zero Liability Rule. You will have "Zero Liability" for unauthorized use of your Card only if the following conditions are met: (i) you have exercised reasonable care in safeguarding your Card from the risk of loss, theft or "unauthorized use" and (ii) upon becoming aware of such loss, theft or unauthorized use of the Card you promptly report the loss, theft or unauthorized use to us. If you fail to satisfy any of these conditions for a non-PIN or a PIN Card Transaction and someone uses your Card without your authorization, you could lose the entire Card Balance. For purposes of this rule, "unauthorized use" means the use of a Mastercard-branded card by a person other than you who does not have actual, implied, or apparent authority for such use, and from which you did not receive any benefit. Zero Liability does not apply: (a) to Cards issued to entities that are not natural persons; (b) to Cards issued primarily for business, commercial or agricultural purposes that are not Mastercard Business Card programs; or (c) to Cards issued or distributed outside Mastercard's U.S. Region.

14.     OUR LIABILITY; LIMITATION OF OUR LIABILITY. If we do not complete a Card Transaction to or from your Card on time or in the correct amount according to this Agreement, we will be liable to you for your losses or damages to the extent required by federal law. WE WILL NOT BE LIABLE, FOR INSTANCE: (A) IF, THROUGH NO FAULT OF OURS, YOU DO NOT HAVE ENOUGH MONEY IN YOUR CARD BALANCE TO MAKE THE TRANSACTION; (B) IF THE ATM WHERE YOU ARE MAKING THE TRANSACTION DOES NOT HAVE ENOUGH CASH; (C) IF THE CARD NETWORK OR SYSTEM WAS NOT WORKING PROPERLY AND YOU KNEW ABOUT THE BREAKDOWN WHEN YOU STARTED THE TRANSACTION; (D) ANY ACTION OR OMISSION BY THE CARD NETWORK OR ANY MERCHANT THAT HONORS YOUR CARD; (E) IF CIRCUMSTANCES BEYOND OUR CONTROL (SUCH AS FIRE OR FLOOD) PREVENT THE TRANSFER, DESPITE REASONABLE PRECAUTIONS THAT WE HAVE TAKEN, AND (F) ANY OTHER LOSS OR INJURY CAUSED BY ANY OTHER PERSON YOU INCURRED DURING YOUR USE OR ATTEMPT TO USE YOUR CARD.

If a court or arbitrator finds we are liable to you in connection with this Agreement, you may recover only your actual damages. IN NO EVENT WILL YOU BE ABLE TO RECOVER ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIMS AGAINST US MUST BE SUBMITTED NO LATER THAN 120 DAYS AFTER THE DATE OF THE CARD TRANSACTION FOR WHICH SUCH CLAIM RELATES OR ARISES, OTHERWISE SUCH CLAIM SHALL BE BARRED.

15.     Error Notice. In case of errors or questions about your Card and any Card Transaction (e.g. if you think your Card Balance or Card Transaction receipt is wrong or if you need more information about a Card Transaction listed on your Card Transaction statement or Card Transaction receipt), please contact Customer Service at the address or toll free phone number set forth in paragraph 2 above. Notice of any error must be sent by the initial purchaser of the Card. We will determine whether an error occurred after we hear from you and will correct any error.

16.     Legal Costs. If we take legal action or begin legal proceedings against you because of your default under the terms of this Agreement, you agree to pay reasonable attorney's fees and other costs of the proceedings. Your responsibility for such legal fees and costs shall in no event exceed the maximum amount permitted by law.

17.     Independent Contractors. Nothing in this Agreement shall be construed as constituting any partnership, joint venture or agency between or among us, any Card Network, or any other person.

18.     Change of Terms. Subject to the limitations of applicable law, we may change, add, remove, or otherwise modify or amend any of the terms and conditions of, or add new terms and conditions to, this Agreement, its related services, and applicable fees and charges, at any time and without notice to you, and such changes will be effective immediately. This Agreement as amended or restated from time to time may be posted on the Internet website described in paragraph 2 above. Your continued use of the Card after posting the amended or restated Agreement on this website will constitute your acceptance of and agreement to be bound by such changes to this Agreement. You agree that these procedures are acceptable to you to provide you with notice of changes to this Agreement and the posting of any amendments to this Agreement at such website will constitute an amendment to this Agreement and supersede the affected terms and conditions of this Agreement.

19.     General Provisions. This Agreement constitutes the entire agreement between you and us regarding your use of the Card. We may delay or waive any of our rights at any time without waiving any of our rights at any future time. You must tell us in writing when you change your address. You agree that any communication sent to you at your last address on record with us to have been received by you. This Agreement will be governed by the laws of the federal laws of the U.S.A. and the laws of the State of Ohio, without regard to conflict of law principles. If any of the terms of this Agreement are invalid, changed by applicable law or declared invalid by order of a court, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been placed in this Agreement. The headings in this Agreement are intended only to help organize this Agreement and are not intended to limit or define any party's rights or obligations hereunder. The parties expressly exclude application of the Uniform Commercial Code as adopted into state law.

20.     Assignment; Transfer. Any transfer of the Card by you to another person shall be subject to the terms of the Agreement with respect to all use of the Card by such Card holder. You will exercise reasonable commercial efforts to delivery this Agreement with the Card if you transfer the Card to any other person. We may assign or otherwise transfer this Agreement, our rights to the Card and related Card Balance without notice to, or consent by, you.

21.     Federal Regulator. If you feel it necessary to contact a bank regulator regarding your Account or Card, you should send your inquiry to: Consumer Financial Protection Bureau, P.O. Box 4503, Iowa City, Iowa 52244.

22.     Binding Arbitration Provision. This Arbitration Provision sets forth the circumstances and procedures under which a Claim or Claims (as defined below) may be arbitrated instead of litigated in court. This Arbitration Provision will apply to your Card unless you notify KeyBank in writing that you reject the Arbitration Provision within sixty (60) days of receipt of your Card. Send your rejection notice to KeyBank National Association, P.O. Box 93752, Cleveland, Ohio 44101-5752. Your notice must include your name and address, your Card number(s) and must be signed by you. 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 rejection of any other term or condition of this Agreement. This Arbitration Provision will apply to all Claims, even if the facts and circumstances giving rise to the Claims existed before the effective date of this Arbitration Provision.

As used in this Arbitration Provision, the word “Claim” or “Claims” means any claim, dispute, or controversy between you and us arising from or relating to this Agreement, your Card or the Card Program, including, without limitation, the validity, enforceability, or scope of this Arbitration Provision or this Agreement. “Claim” or “Claims” includes claims of every kind and nature, whether pre-existing, present, or future. 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 Card subject to the terms of this Agreement, (b) any electronic funds transfer from or to any Card, (c) advertisements, promotions, or oral or written statements related to this Agreement, your Card or the Card Program, and (d) collection of unpaid amounts owed by you to us. Claims include any claims between you and us relating to the Card Program. Any Claim shall be resolved, upon the election of you or us, by binding arbitration pursuant to this Arbitration Provision and the applicable rules of either the American Arbitration Association or the National Arbitration Forum in effect at the time the Claim is filed (the “Arbitration Rules”). You must select one of these organizations to serve as the arbitration administrator if you initiate 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 any 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 those mentioned above; if you fail to select a different administrator within the twenty (20)-day period, we will select one. In all cases, a party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any Claim(s) subsequently asserted in that lawsuit by any other party or parties.

IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE APPLICABLE ARBITRATION RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.

There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis. Furthermore, arbitration can only decide your or our Claim(s) and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable Arbitration Rules. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will pay all fees up to $100.00 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 you are required to pay any fees in excess of $100.00 to the arbitration administrator (“additional fees”), we will consider a request by you to pay all or part of the additional fees. To the extent that we do not approve your request, the arbitrator will decide whether we or you will be responsible for paying any such additional fees. 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. 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 a party the right to recover any of those fees from the other party.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. Sections 1 et seq. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of any party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA and except that, if the amount in controversy exceeds $10,000.00, any party can appeal the award to a three-arbitrator panel administered by the arbitration administrator which shall reconsider de novo (i.e. without regard to the original arbitrator’s findings) any aspect of the initial award requested by the appealing party. The decision of the panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party regardless of the outcome of the appeal. You and we shall keep confidential any decision of an arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, shall not disclose such decision to any other person.

This Arbitration Provision shall survive expiry of all of your Cards subject to this Agreement and any earlier termination of this Agreement. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision or this 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: National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 55405, www.arbitration-forum.com, (800) 474-2371, Code of Procedure, or J.A.M.S/Endispute, 222 South Riverside Plaza, Suite 1850, Chicago, IL 60606, www.jams-endispute.com, (800) 352-5267, Financial Services Arbitration Rules and Procedures.

KeyBank National Association
September 2018

(ID 1778-512)