Common use of Protection Programs and Enhancement Marketing Services Clause in Contracts

Protection Programs and Enhancement Marketing Services. (a) Company and Bank agree that Bank will have the exclusive right but, except as set forth herein, not the obligation to make available to Cardholders various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank. Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, eCS, and EBPP. Bank also has the right but not the obligation to make written offers for Protection Programs through Billing Statement bangtails and inserts Billing Statement messaging, and direct mail. The fees for Protection Programs will be charged to the applicable Cardholder’s Account. Company will assist Bank’s effort to offer Protection Programs in accordance with the mutually agreed promotional efforts so long as such assistance will not require Company to incur any direct expense or cost. Company will continue to support Protection Programs consistent with the support provided by Company prior to the Effective Date. In the event Company purchases the Portfolio in connection with a termination of this Agreement, to the extent lawfully permitted, Bank shall, at Company’s request, transfer the Protection Programs (and all Cardholder contracts associated therewith) to Company (or its designee) as part of the acquisition and at no additional cost to Company (provided that Bank shall not transfer rights to use its trade names for such Protection Programs in connection therewith and Company shall rebrand such Protection Programs upon acquisition thereof). In the event Company does not request the transfer of such Protection Programs, Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire. (b) Company and Bank agree that, subject to Section 2.9(c), and except for Company’s Third Party Vendor Products as set forth in Section 2.9(d), Bank will have the exclusive right but not the obligation to make available to Cardholders, through solicitations made in connection with their Accounts, various types of products and services other than Protection Programs subject to Company’s prior written consent. Such other products and services shall be referred to collectively herein as “Enhancement Marketing Services”. Such Enhancement Marketing Services include, but are not limited to, travel clubs, legal services, and merchandise products. Bank may but is not obligated to offer Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, ECS, and EBPP. Subject to Company’s written consent, Bank also has the right, but not the obligation, to make written offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify Company of proposed offers and obtain Company’s prior written consent prior to execution. The charges for Enhancement Marketing Services will be billed to the applicable Cardholder’s Account. Bank shall have the right but not the obligation to immediately terminate any Enhancement Marketing Services if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire. (c) See Schedule 2.9 (c). (d) Subject to the provisions of this Subsection 2.9 (d) and its corresponding Schedule, and notwithstanding the provisions of Section 2.9 (b), Company may make available to Cardholders through Billing Statement inserts, EBPP direct mail programs and telemarketing non-financial products and services and, with the consent of Bank, other products and services, from Company’s or its Affiliates’ third party vendors (“Company Third Party Vendor Products”). By way of clarification, the parties agree that no product or service that is a competing debt cancellation or other credit related protection program competitive with a Protection Program can be a Company Third Party Vendor Product without the consent of Bank. The fees for Company Third Party Vendor Products will be charged to the applicable Cardholder’s Account. “Company Third-Party Vendor” shall mean a vendor with whom Company or its Affiliate has from time to time contracted to sell products and services that are not Goods and/or Services. With regard to any Company Third Party Vendor Product for which Company desires an Account to be an accepted form of tender, Company and the applicable Company Third-Party Vendor shall enter into separate written agreement with Bank, as described in greater detail in Schedule 2.9 (d).

Protection Programs and Enhancement Marketing Services. (a) Company Pier 1 and Bank agree that Bank will have the exclusive right but, except as set forth herein, but not the obligation to make available to Cardholders various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank. Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, eCS, and EBPP. Bank also has the right but not the obligation to make written offers for Protection Programs through Billing Statement bangtails and inserts inserts, Billing Statement messaging, and direct mail. The fees for Protection Programs will be charged to the applicable Cardholder’s Account. Company will assist Bank’s effort to offer Protection Programs in accordance with the mutually agreed promotional efforts so long as such assistance will not require Company to incur any direct expense or cost. Company will continue to support Protection Programs consistent with the support provided by Company prior to the Effective Date. In the event Company purchases the Portfolio in connection with a termination of this Agreement, to the extent lawfully permitted, Bank shall, at Company’s request, transfer the Protection Programs (and all Cardholder contracts associated therewith) to Company (or its designee) as part of the acquisition and at no additional cost to Company (provided that Bank shall not transfer rights to use its trade names for such Protection Programs in connection therewith and Company shall rebrand such Protection Programs upon acquisition thereof). In the event Company does not request the transfer of such Protection Programs, Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent not to allow renew this Agreement to expireAgreement. (b) Company Pier 1 and Bank agree that, subject to Section 2.9(c), and except for Company’s Third Party Vendor Products as set forth in Section 2.9(d), that Bank will have the exclusive right but not the obligation obligation, and in any event subject to Pier 1’s prior written consent, not to be unreasonably withheld or delayed, to make available to Cardholders, through solicitations made in connection with their Accounts, various types of products and services other than Protection Programs subject to Company’s prior written consentPrograms. Such other products and services shall be referred to collectively herein as “Enhancement Marketing Services”. Such Enhancement Marketing Services include, but are not limited to, travel clubs, legal services, and merchandise products. Bank may but is not obligated to offer Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, ECS, and EBPP. Subject to Company’s written consent, Bank also has the right, right but not the obligation, obligation to make written Enhancement Marketing Services offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify Company Pier 1 in writing (and/or in a Plan Committee meeting) of proposed offers through direct mail, telemarketing, statement inserts, and obtain Company’s prior written consent statement messaging prior to execution. The charges for Enhancement Marketing Services will be billed to the applicable Cardholder’s AccountAccount when appropriate. Bank shall have the right but not the obligation to immediately terminate any Enhancement Marketing Services if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent not to allow renew this Agreement to expire. (c) Agreement. See also Schedule 2.9 (c). (d) Subject to the provisions of this Subsection 2.9 (d) and its corresponding Schedule, and notwithstanding the provisions of Section 2.9 (b), Company may make available to Cardholders through Billing Statement inserts, EBPP direct mail programs and telemarketing non-financial products and services and, with the consent of Bank, other products and services, from Company’s or its Affiliates’ third party vendors (“Company Third Party Vendor Products”). By way of clarification, the parties agree that no product or service that is a competing debt cancellation or other credit related protection program competitive with a Protection Program can be a Company Third Party Vendor Product without the consent of Bank. The fees for Company Third Party Vendor Products will be charged to the applicable Cardholder’s Account. “Company Third-Party Vendor” shall mean a vendor with whom Company or its Affiliate has from time to time contracted to sell products and services that are not Goods and/or Services. With regard to any Company Third Party Vendor Product for which Company desires an Account to be an accepted form of tender, Company and the applicable Company Third-Party Vendor shall enter into separate written agreement with Bank, as described in greater detail in Schedule 2.9 (d).

Protection Programs and Enhancement Marketing Services. (a) Company Pier 1 and Bank agree that Bank will have the exclusive right but, except as set forth herein, but not the obligation to make available to Cardholders various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank. Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, eCS, and EBPP. Bank also has the right but not the obligation to make written offers for Protection Programs through Billing Statement bangtails and inserts inserts, Billing Statement messaging, and direct mail. The fees for Protection Programs will be charged to the applicable Cardholder’s Account. Company will assist Bank’s effort to offer Protection Programs in accordance with the mutually agreed promotional efforts so long as such assistance will not require Company to incur any direct expense or cost. Company will continue to support Protection Programs consistent with the support provided by Company prior to the Effective Date. In the event Company purchases the Portfolio in connection with a termination of this Agreement, to the extent lawfully permitted, Bank shall, at Company’s request, transfer the Protection Programs (and all Cardholder contracts associated therewith) to Company (or its designee) as part of the acquisition and at no additional cost to Company (provided that Bank shall not transfer rights to use its trade names for such Protection Programs in connection therewith and Company shall rebrand such Protection Programs upon acquisition thereof). In the event Company does not request the transfer of such Protection Programs, Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent not to allow renew this Agreement to expireAgreement. (b) Company Pier 1 and Bank agree that, subject to Section 2.9(c), and except for Company’s Third Party Vendor Products as set forth in Section 2.9(d), that Bank will have the exclusive right but not the obligation obligation, and in any event subject to Pier 1’s prior written consent, not to be unreasonably withheld or delayed, to make available to Cardholders, through solicitations made in connection with their Accounts, various types of products and services other than Protection Programs subject to Company’s prior written consentPrograms. Such other products and services shall be referred to collectively herein as “Enhancement Marketing Services”. Such Enhancement Marketing Services include, but are not limited to, travel clubs, legal services, and merchandise products. Bank may but is not obligated to offer Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, ECS, and EBPP. Subject to Company’s written consent, Bank also has the right, right but not the obligation, obligation to make written Enhancement Marketing Services offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify Company Pier 1 in writing (and/or in a Plan Committee meeting) of proposed offers through direct mail, telemarketing, statement inserts, and obtain Company’s prior written consent statement messaging prior to execution. The charges for Enhancement Marketing Services will be billed to the applicable Cardholder’s AccountAccount when appropriate. Bank shall have the right but not the obligation to immediately terminate any Enhancement Marketing Services if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent not to allow renew this Agreement to expire. (c) Agreement. See also Schedule 2.9 (c). (d) Subject to the provisions of this Subsection 2.9 (d) and its corresponding Schedule, and notwithstanding the provisions of Section 2.9 (b), Company may make available to Cardholders through Billing Statement inserts, EBPP direct mail programs and telemarketing non-financial products and services and, with the consent of Bank, other products and services, from Company’s or its Affiliates’ third party vendors (“Company Third Party Vendor Products”). By way of clarification, the parties agree that no product or service that is a competing debt cancellation or other credit related protection program competitive with a Protection Program can be a Company Third Party Vendor Product without the consent of Bank. The fees for Company Third Party Vendor Products will be charged to the applicable Cardholder’s Account. “Company Third-Party Vendor” shall mean a vendor with whom Company or its Affiliate has from time to time contracted to sell products and services that are not Goods and/or Services. With regard to any Company Third Party Vendor Product for which Company desires an Account to be an accepted form of tender, Company and the applicable Company Third-Party Vendor shall enter into separate written agreement with Bank, as described in greater detail in Schedule 2.9 (d).16 2.10

Protection Programs and Enhancement Marketing Services. (a) Company and Bank agree that Bank will have the exclusive right but, except as set forth herein, not the obligation to make available to Cardholders various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank. Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, eCS, and EBPP. Bank also has the right but not the obligation to make written offers for Protection Programs through Billing Statement bangtails and inserts Billing Statement messaging, and direct mail. The fees for Protection Programs will be charged to the applicable Cardholder’s Account. Company will assist Bank’s effort to offer Protection Programs in accordance with the mutually agreed promotional efforts so long as such assistance will not require Company to incur any direct expense or cost. Company will continue to support Protection Programs consistent with the support provided by Company prior to the Effective Date. In the event Company purchases the Portfolio in connection with a termination of this Agreement, to the extent lawfully permitted, Bank shall, at Company’s request, transfer the Protection Programs (and all Cardholder contracts associated therewith) to Company (or its designee) as part of the acquisition and at no additional cost to Company (provided that Bank shall not transfer rights to use its trade names for such Protection Programs in connection therewith and Company shall rebrand such Protection Programs upon acquisition thereof). In the event Company does not request the transfer of such Protection Programs, Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire. (b) Company and Bank agree that, subject to Section 2.9(c), and except for Company’s Third Party Vendor Products as set forth in Section 2.9(d), Bank will have the exclusive right but not the obligation to make available to Cardholders, through solicitations made in connection with their Accounts, various types of products and services other than Protection Programs subject to Company’s prior written consent. Such other products and services shall be referred to collectively herein as “Enhancement Marketing Services”. Such Enhancement Marketing Services include, but are not limited to, travel clubs, legal services, and merchandise products. Bank may but is not obligated to offer Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, ECS, and EBPP. Subject to Company’s written consent, Bank also has the right, but not the obligation, to make written offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify Company of proposed offers and obtain Company’s prior written consent prior to execution. The charges for Enhancement Marketing Services will be billed to the applicable Cardholder’s Account. Bank shall have the right but not the obligation to immediately terminate any Enhancement Marketing Services if and when either party: (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire. (c) See Schedule 2.9 (c). (d) Subject to the provisions of this Subsection 2.9 (d) and its corresponding Schedule, and notwithstanding the provisions of Section 2.9 (b), Company may make available to Cardholders through Billing Statement inserts, EBPP direct mail programs and telemarketing non-financial products and services and, with the consent of Bank, other products and services, from Company’s or its Affiliates’ third party vendors (“Company Third Party Vendor Products”). By way of clarification, the parties agree that no product or service that is a competing debt cancellation or other credit related protection program competitive with a Protection Program can be a Company Third Party Vendor Product without the consent of Bank. The fees for Company Third Party Vendor Products will be charged to the applicable Cardholder’s Account. “Company Third-Party Vendor” shall mean a vendor with whom Company or its Affiliate has from time to time contracted to sell products and services that are not Goods and/or Services. With regard to any Company Third Party Vendor Product for which Company desires an Account to be an accepted form of tender, Company and the applicable Company Third-Party Vendor shall enter into separate written agreement with Bank, as described in greater detail in Schedule 2.9 (d).related