Commerce Bank Garfield Rewards Program

TERMS AND CONDITIONS

INTRODUCTION.
This merchandise catalog and these Terms and Conditions are provided to Accountholders ("You") by Commerce Bank, N.A. ("Commerce") and Paws, Inc. ("Paws" or "Garfield") solely for the purpose of promoting the Commerce Bank Garfield Rewards Program ("Program") products, services and reward redemption offers which are only available to qualified Commerce Bank Garfield credit card holders.

POINT EARNINGS/ACCUMULATION.

1. Beginning February 1, 2005,You will earn and accrue Points based on purchase activity and usage of your Commerce Bank Garfield Visa credit card ("Account"), according to the following point earnings scale:
   • (a) one Point for each U.S. dollar of Net Merchandise Purchases; and
   • (b) two Points for each U.S. dollar of Net Merchandise Purchases made at Garfield Stuff and at Doc's Attic; and
   • (c) three Points for each U.S. dollar of purchase and fee interest accrued on the Account balance; and
   • (d) such other Points as may be authorized by Commerce and Garfield from time-to-time for special programs, promotions or transactions that may be offered for limited time periods and for which additional terms and conditions may apply.
   
   "Net Merchandise Purchases" means purchases of merchandise or services on the Account net of any returned merchandise credits or service credits posted to the Account and does not include any money orders, cash advances, balance transfers, fees for money orders, cash advances or balance transfers, revolving balances, finance charges, traveler's checks, gaming chips or fees that protect or insure the balances of an Accountholder's Account. Questions concerning eligible transactions and what constitutes Net Merchandise Purchases will be determined in the sole discretion of Commerce.

2. The Points You earn will be reported to You on your regular Commerce Bank Visa credit card statement and will be credited to your Account when the transaction for which Points are earned is posted to your Account.

3. You cannot earn Points during any period in which your Account is not open and in Good Standing.

   "Good Standing" means an Account that is not designated by Commerce as lost, stolen, credit-revoked, closed, bankrupt, charged-off, security fraud, past due or delinquent over 31 days, Consumer Credit Counseling, recovery or over-limit.

4. No Points will be retroactively applied to your Account for otherwise qualifying transactions occurring during any period in which the Account was not in Good Standing.

5. All transactions in U.S. Dollars for which Points are awarded to you will be rounded to a whole-dollar amount for purposes of determining the number of Points to be awarded.

6. You will automatically begin earning Points upon opening your Account. You may notify Commerce that You want to withdraw from the Commerce Bank Garfield Rewards Program and no Points will be reported on your credit card Account statements.

7. Your Points will not be available for redemption until posted to your Account regardless of the date of the transaction for which Points are earned.

8. Your Points may only be redeemed if your account is in Good Standing at the time of any Point redemption.

9. Points earned by You may not be combined with Points earned on any other account for Merchandise redemption or any other purpose. Points are not your property and may not be assigned or transferred to any person (including upon death or as a part of a domestic relations matter). Points have no cash value, no surrender value and no transfer value and cannot be used to offset any amount due from You to Commerce on the Account.

10. Points earned by You may only be redeemed for Merchandise described in a Merchandise Catalog ("Catalog") in the amount of Points set forth therein required to be used to redeem the particular item of Merchandise desired by You.

11. You will be responsible for both determining and paying any federal, state or local taxes, fees or other charges, if any, that may be imposed by any governmental or regulatory authority on Merchandise obtained through the redemption of Points, whether or not such taxes, fees or other charges are imposed at the time of Point redemption or subsequently. Tax reporting, if any, will be made to the tax ID number of the primary Account owner, regardless of the person redeeming Points.

12. Points used by You for redemption will be those unredeemed points that have been on the Account the longest time.

13. You or an authorized user on the Account may redeem Points by contacting Commerce either in writing, by toll-free number, secure e-mail or through the internet as such methods may be available from time-to-time and identified as approved redemption methods by Commerce to You in the Catalog or in other communications. Points may not be redeemed in person at Commerce branch locations or at Garfield locations.

14. All Points earned by You will accrue to and be available for redemption by You after posting to your Account until your last statement cycle of the calendar year at which time accrued, unredeemed Points on the Account that were placed on the Account during the fourth preceding calendar year expire and will be deducted from the Accountholder's statement of available, unredeemed points. (Example: unredeemed Points that were credited to an Account during the calendar year 2004 statement cycles will expire and be deducted from the Account at the last scheduled statement cycle date for that Account in the year 2008, whether or not a credit card statement is prepared for that month.)

15. There are no credits, exchanges or refunds on unused Points. All unredeemed Points on your Account will, on the day of Account closure, be forfeited if your Account is closed.

16. Commerce reserves the right to suspend, cancel or modify the Commerce Bank Garfield Rewards Program at any time and for any reason and without prior notice.

17. Commerce reserves the right to add, delete, change or revise the Terms and Conditions of the Commerce Bank Garfield Rewards Program including, but not limited to, qualifications for participation in the program, program features or procedures, the imposition or discontinuance of special promotions or offers, additions, deletions or revisions of merchandise offered in the Catalog, revisions of the amount of Points required for merchandise redemption, revisions of Point caps, limitations or expiration periods, revisions to disqualifying events or the imposition of new, revised or additional program terms.

18. Commerce reserves the right, in its sole discretion, to disqualify any Accountholder from participation in the Commerce Bank Garfield Rewards Program and to cancel or invalidate any Points in cases of actual or suspected abuse, fraud, violations of the Commerce Bank Garfield Rewards Program Terms and Conditions or any actual or suspect abuse or fraud with respect to the credit card Account.

19. Neither Commerce nor Garfield, their respective employees, officers, affiliates or agents will be liable to You for any action or inaction any of them take or fail to take with respect to the Commerce Bank Garfield Rewards Program or any changes in the Terms and Conditions of the program.

20. Commerce and Garfield reserve the right to substitute Merchandise described in the Catalog with other comparable Merchandise of equal or greater value. Merchandise described or pictured in the Catalog may not necessarily be the exact color or have the same features due to Catalog production variations or manufacturer merchandise changes or upgrades and, in any event, all Merchandise is subject to availability.

21. Neither Commerce nor Garfield, their respective employees, officers, affiliates or agents are responsible for any errors or omissions, for any bodily injury or property damage that may result from participation in the Commerce Bank Garfield Rewards Program nor for any damage, loss or expense of any nature resulting from the usage of any Merchandise, defects in any Merchandise or from any cancellation, irregularity or mishap affecting travel or reservations made through the Program.

22. You agree to notify Commerce promptly upon the receipt of your statement of any errors relating to the addition or deletion of Commerce Bank Garfield Rewards Program Points on your Account but in no event later than thirty (30) days after the error appeared on your statement.

23. Merchandise that is redeemed will be delivered by standard shipping methods and may not be shipped to a post office box address. Shipments to addresses outside the continental United States of America will require the payment by You of additional postage and/or handling. Please allow 4-6 weeks for delivery once your complete and legible order is received. Addresses on orders must contain complete cardholder name, street address, apartment or suite number, city, state, correct zip code, account number and cardholder signature. If no address is provided at the time of Point redemption, the merchandise will be shipped to the address to which credit card statements are sent.

24. Merchandise is neither exchangeable nor returnable for credit. Only damaged or defective Merchandise or Merchandise shipped in error may be returned and then only if such return is made within thirty (30) days of delivery.

25. Any gift certificate issued in exchange for Points must be surrendered at the time it is used, and no photocopies or other facsimiles of a gift certificate will be honored. Limitations and restrictions may be placed on the redemption or use of gift certificates, including limitations on the use of unused portion(s) of gift certificates. Gift certificates are not exchangeable, refundable, transferable, or redeemable for cash or credit and cannot be replaced if lost or stolen. Gift certificates may not be used for postage, shipping or handling costs or for any sales or use taxes, if any. Any unused portion will not be returned as cash. Use of any gift certificate is subject to any additional restrictions contained on or with the certificate. Gift certificate rewards are considered fully redeemed once issued.

26. Rewards in the form of a travel certificate ("Garfield Getaways") must be surrendered at the time it is used, and no photocopies or other facsimiles of a Garfield Getaway certificate will be honored. Limitations and restrictions may be placed on the redemption or use of Garfield Getaways certificates, including limitations on the use of unused portion(s) of such certificates. Garfield Getaways certificates are not exchangeable, refundable, transferable, or redeemable for cash or credit and cannot be replaced if lost or stolen. No refund or any form of credit will be issued for cancellation of travel arrangements or failure to complete travel or use the accommodations or other arrangements made. Reward recipient is responsible for any taxes, fees, assessments or other charges, if any, applicable to any Garfield Getaway, including any late cancellation fees or other charges. Any unused portion will not be returned as cash. Use of any Garfield Getaway certificate is subject to any additional restrictions contained on or with the certificate. Garfield Getaway certificate rewards are considered fully redeemed once issued.

27. In the event You redeem Points and obtain a Merchandise Reward and thereafter any transaction on your Account for which You previously obtained and used Points, in whole or in part, to obtain a Merchandise Reward is either refunded, credited or otherwise rescinded, Commerce may, at its discretion, cancel gift certificates, reservations, void travel documents, interrupt the shipment of Merchandise, stop payment on any check(s), and/or withhold the subsequent awarding of Points, or collect any amount(s) You owe, in any appropriate manner, including, but not limited to, the posting of an equivalent dollar debit for the retail value of the Merchandise You obtained in the form of a cash advance transaction to your Account.

28. All trademarks, service marks and trade names used in this Catalog are with permission of the respective owners. "Paws, Inc.", "Paws" alone and in combination with the Commerce Bank Garfield Rewards Program design, are property of Paws, Inc. and Commerce Bank, respectively. No use of these may be made without the prior written authorization of Paws, Inc. and Commerce Bank, N.A. All other product and company names mentioned herein may be trademarks of their respective owners.

29. By accumulating and redeeming Points under the Commerce Bank Garfield Reward Program, You agree to all of the Program features, limitations and restrictions contained in these Terms and Conditions as well as any additional terms and conditions contained in any programs, promotions or transactions that may be offered to You from time-to-time and any terms and conditions contained in any certificate, coupon or document issued to You under the Commerce Bank Garfield Rewards Program.