Common use of Ownership of and Rights in Information Clause in Contracts

Ownership of and Rights in Information. (a) Bank shall provide to Company free of charge from time to time (generally no more frequently than monthly) at Company's request master file tapes initially containing the information set forth on Schedule 2.8 for Company to the extent such information is available to Bank, and any other information agreed to by Bank and Company (collectively, the "Master File Information"), to the extent permitted by Applicable Law, which Company may use solely in connection with maintaining and servicing the Accounts and for the purpose of marketing goods and services to the Cardholders, as permitted by Applicable Law. The Master File Information may include, at Company's request, the information set forth on Schedule 2.8 for Affiliates of Company, to the extent permitted by Applicable Law. (b) To the extent permitted by Applicable Law and without undue burden, cost or expense to Bank, Bank intends and will exert its diligent good faith efforts to maintain during the Term a privacy policy, which will permit Bank to allow Company to use the Master File Information for purposes in addition to those set forth in Section 2.8(a) above (the "Additional Purposes") and to share such information with third parties for the Additional Purposes subject to Cardholder opt out and Applicable Law. To the extent permitted by and in accordance with Applicable Law and subject to Cardholder opt out, Company may so provide the Master File Information to third parties for the Additional Purposes and/or use such information for the Additional Purposes. (c) The Bank is the owner of all information relating to the Cardholders (including names and addresses) as collected by or on behalf of Bank or as set forth in Bank's records, the Accounts and the Credit Cards, the copyright to all written material contained in any Credit Card Agreements, applications, billing statements and other Forms used by the Bank in the administration of its agreements with the Cardholders, all credit scoring systems and all policies of credit insurance issued to the Bank with respect to any Cardholder; provided, however, that Bank shall not be entitled to sell, rent or otherwise disclose any information relating to the Cardholders to any third party other than (i) Affiliates of Company, (ii) persons who, in the sole judgment of Limited Brands, do not compete, directly or indirectly, with any retail or catalogue business conducted by The Limited or any of its Affiliates, (iii) in the case of disclosure, credit agencies, (iv) as otherwise permitted by this Agreement, and (v) as required by Applicable Law. (d) The Transaction Records (except for any Account payment information received by Company on Bank's behalf) are the sole property of Company. Bank may use the Transaction Records solely for the purposes permitted by this Agreement (provided that this limitation shall not limit Bank's rights with respect to any Account information). Account payment information received by Company on Bank's behalf shall be the sole property of Bank, provided that Company may use such information solely for the purposes permitted by this Agreement. (e) Company is the owner of the names and addresses of Customers, as set forth in Company's records and collected by Company from a source other than Bank. Upon request of Bank and consent of Company, not to be unreasonably withheld, Company shall make the names and addresses of Customers available to Bank, as permitted by Applicable Law, during the Term of this Agreement to be used only for purposes of solicitation of such Customers to become Cardholders of Bank and in connection with the administration of the Plan in accordance with the terms of this Agreement. Names, addresses and other information of Customers obtained by Company from the Customer (and not on Bank's behalf) in connection with point-of-sale, mail order, telephone, internet or other sale (regardless of whether the Customer makes payment for such sale through the use of a Credit Card) are "collected by Company from a source other than Bank". (f) For the avoidance of doubt, the parties acknowledge that the items of information allocated to each party in this Section 2.8 may overlap, and that each party may independently possess and own the same specific items of information, such as but not limited to, names and addresses of persons who are both Customers and Cardholders. The allocation of ownership of a class of information to one party in this Section 2.8 is not inconsistent with ownership by the other party of the same items of information if so allocated in this Section 2.8.

Ownership of and Rights in Information. (a) Bank shall provide to Company free of charge from time to time (generally no more frequently than monthly) at Company's request master file tapes initially containing the information set forth on Schedule 2.8 for Company to the extent such information is available to Bank, and any other information agreed to by Bank and Company (collectively, the "Master File Information"), to the extent permitted by Applicable Law, which Company may use solely in connection with maintaining and servicing the Accounts and for the purpose of marketing goods and services to the Cardholders, as permitted by Applicable Law. The Master File Information may include, at Company's request, the information set forth on Schedule 2.8 for Affiliates of Company, to the extent permitted by Applicable Law. (b) To the extent permitted by Applicable Law and without undue burden, cost or expense to Bank, Bank intends and will exert its diligent good faith efforts to maintain during the Term a privacy policy, which will permit Bank to allow Company to use the Master File Information for purposes in addition to those set forth in Section 2.8(a) above (the "Additional Purposes") and to share such information with third parties for the Additional Purposes subject to Cardholder opt out and Applicable Law. To the extent permitted by and in accordance with Applicable Law and subject to Cardholder opt out, Company may so provide the Master File Information to third parties for the Additional Purposes and/or use such information for the Additional Purposes. (c) The Bank is the owner of all information relating to the Cardholders (including names and addresses) as collected by or on behalf of Bank or as set forth in Bank's records, the Accounts and the Credit Cards, the copyright to all written material contained in any Credit Card Agreements, applications, billing statements and other Forms used by the Bank in the administration of its agreements with the Cardholders, all credit scoring systems and all policies of credit insurance issued to the Bank with respect to any Cardholder; provided, however, that Bank shall not be entitled to sell, rent or otherwise disclose any information relating to the Cardholders to any third party other than (i) Affiliates of Company, (ii) persons who, in the sole judgment of Limited Brands, do not compete, directly or indirectly, with any retail or catalogue business conducted by The Limited or any of its Affiliates, (iii) in the case of disclosure, credit agencies, (iv) as otherwise permitted by this Agreement, and (v) as required by Applicable Law, and (vi) former Affiliates of Limited Brands as required by any agreements between Bank and such entities which are in effect on the Effective Date. (d) The Transaction Records (except for any Account payment information received by Company on Bank's behalf) are the sole property of Company. Bank may use the Transaction Records solely for the purposes permitted by this Agreement (provided that this limitation shall not limit Bank's rights with respect to any Account information). Account payment information received by Company on Bank's behalf shall be the sole property of Bank, provided that Company may use such information solely for the purposes permitted by this Agreement. (e) Company is the owner of the names and addresses of Customers, as set forth in Company's records and collected by Company from a source other than Bank. Upon request of Bank and consent of Company, not to be unreasonably withheld, Company shall make the names and addresses of Customers available to Bank, as permitted by Applicable Law, during the Term of this Agreement to be used only for purposes of solicitation of such Customers to become Cardholders of Bank and in connection with the administration of the Plan in accordance with the terms of this Agreement. Names, addresses and other information of Customers obtained by Company from the Customer (and not on Bank's behalf) in connection with point-of-sale, mail order, telephone, internet or other sale (regardless of whether the Customer makes payment for such sale through the use of a Credit Card) are "collected by Company from a source other than Bank". (f) For the avoidance of doubt, the parties acknowledge that the items of information allocated to each party in this Section 2.8 may overlap, and that each party may independently possess and own the same specific items of information, such as but not limited to, names and addresses of persons who are both Customers and Cardholders. The allocation of ownership of a class of information to one party in this Section 2.8 is not inconsistent with ownership by the other party of the same items of information if so allocated in this Section 2.8.