Common use of Association Rules Clause in Contracts

Association Rules. (a) Retailer and Bank agree that, as of the Effective Date, the initial Association for all Co-Brand Credit Cards shall be MasterCard (the “Initial Association”). Retailer further acknowledges that Bank has entered into an arrangement with the Initial Association through which Bank is obligated to maintain the MasterCard brand on the Co-Brand Credit Cards issued under the Program through September 30, 2018 (which date, or such earlier date at which Bank is no longer obligated to maintain the MasterCard brand on the Co-Brand Credit Cards issued under the Program is called the “Branding Expiration Date”), and Retailer agrees that (i) prior to the Branding Expiration Date it shall not rebrand the Co-Brand Credit Cards with the brand of any payment network (e.g., [***]) other than MasterCard, and (ii) it shall include a requirement in any credit card program agreement or other arrangement with any Nominated Purchaser which acquires the Program Assets prior to the Branding Expiration Date (which Retailer shall use commercially reasonable efforts to enforce) that such Nominated Purchaser shall maintain the MasterCard brand on the Co-Brand Credit Cards through the Branding Expiration Date. (b) Retailer shall have the right to enter into an independent relationship with and change the Association once during the Term at any time during the [***] following the Branding Expiration Date (i) [***], to [***] or (ii) as mutually agreed by the parties, to any other Association; provided, however, that (x) such change in Association will not occur in the [***] of the Term or during any holiday IT freeze period; (y) Retailer must provide Bank with notice of its election to change the Association at least [***] the effective date of such a change; and (z) if such new Association is [***]. Upon Retailer’s request, Bank shall provide to Retailer a [***] of Retailer’s request thereof. Retailer will bear (or cause the new Association to bear) the expense for Bank’s [***]. Any financial, marketing or other support that Retailer receives from the new Association as a result of the agreement to use such new Association for payment network services for the Program shall belong entirely to Retailer, and Bank shall have no right in or to such financial, marketing or other support; provided, however, that [***]. (c) Each of Bank and Retailer acknowledges and agrees that the Co-Brand Program shall be operated in accordance with the Association Rules. If either party becomes aware of any material inconsistency between the Association Rules and any provision of this Agreement that applies to the Co-Brand Program, such party shall timely advise the other party of any such inconsistency. Bank shall have sixty (60) days to negotiate with the Association to resolve such conflict with such Association Rules after a party gives notice to the other party of such conflict. If after the sixty (60)-day negotiation period, Bank cannot resolve such conflict, the parties shall use commercially reasonable efforts to modify this Agreement to the extent necessary to address such conflicting Association Rules. The parties further acknowledge and agree that, in the event of any such modification, the modified provision(s) of this Agreement shall preserve, to the extent practicable, the rights and obligations of the parties as contemplated by this Agreement.

Association Rules. (a) Retailer and Bank agree that, as of the Effective Date, the initial Association for that all Co-Brand Credit Cards shall be MasterCard (the “Initial Association”)branded cards. Retailer further acknowledges that Bank has entered will enter into an arrangement with the Initial Association through which Bank is obligated to maintain the MasterCard brand on the Co-Brand Credit Cards issued under the Program through September 30, 2018 (which date, or such earlier date at which Bank is no longer obligated to maintain the MasterCard brand on the Co-Brand Credit Cards issued under the Program is called the “Branding Expiration Date”), ) and Retailer agrees that (i) prior to the Branding Expiration Date it shall not rebrand the Co-Brand Credit Cards with the brand of any payment network (e.g., [***]Visa) other than MasterCard, and (ii) it shall include a requirement in any credit card program agreement or other arrangement with any Nominated Purchaser which acquires the Program Assets prior to the Branding Expiration Date a requirement (which Retailer shall use commercially reasonable efforts to enforce) that such Nominated Purchaser shall maintain the MasterCard brand on the Co-Brand Credit Cards through the Branding Expiration Date. (b) Retailer shall have the right to enter into an independent relationship with and change the Association once during the Term at any time during the [***] following the Branding Expiration Date (i) [***], to [***] or (ii) as mutually agreed by the parties, to any other Association; provided, however, that (x) such change in Association will not occur in the [***] of the Term or during any holiday IT freeze period; (y) Retailer must provide Bank with notice of its election to change the Association at least [***] the effective date of such a change; and (z) if such new Association is [***]. Upon Retailer’s request, Bank shall provide to Retailer a [***] of Retailer’s request thereof. Retailer will bear (or cause the new Association to bear) the expense for Bank’s [***]. Any financial, marketing or other support that Retailer receives from the new Association as a result of the agreement to use such new Association for payment network services for the Program shall belong entirely to Retailer, and Bank shall have no right in or to such financial, marketing or other support; provided, however, that [***]. (c) Each of Bank and Retailer acknowledges and agrees that the Co-Brand Program shall be operated in accordance with the Association Rules. If and to the extent any of the terms and conditions contained in this Agreement that pertain to the Co-Brand Program conflict with such Association Rules, said terms and conditions shall generally be deemed to supersede the Association Rules, as between the parties hereto. If however, compliance with any provision of this Agreement that applies to the Co-Brand Program would directly conflict with the Association Rules and the conflicting provision(s) has not been worked out between Bank and the Association, such provision(s) shall be deemed modified to the extent necessary to comply with such directly conflicting Association Rules. The parties further acknowledge and agree that, in the event of any such modification, the modified term(s) of this Agreement shall preserve, to the extent practicable, the rights and obligations of the parties as contemplated by this Agreement. If either party becomes aware of any material inconsistency between the Association Rules and any provision of this Agreement that applies to the Co-Brand Program, such party shall timely advise the other party of any such inconsistency. Bank shall have sixty (60) days to negotiate with the Association to resolve such conflict with such Association Rules after a party gives notice to the other party of such conflict. If after the sixty (60)-day negotiation period, Bank cannot resolve such conflict, the parties shall use commercially reasonable efforts to modify this Agreement to the extent necessary to address such conflicting Association Rules. The parties further acknowledge and agree that, in the event of any such modification, the modified provision(s) of this Agreement shall preserve, to the extent practicable, the rights and obligations of the parties as contemplated by this Agreement.