Common use of Retailer’s Responsibilities Clause in Contracts

Retailer’s Responsibilities. Retailer’s responsibilities in conducting the Program include the following: (a) In consultation with Bank, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); provided, however, that Bank shall have the right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with Applicable Law or due to Reasonable Financial Services Practices, or to the extent Bank has made such changes with respect to the Majority of Comparable Programs. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications sent directly to Bank by applicants, transmit Credit Card Applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications in accordance with the Operating Procedures. (g) Subject to Schedule 5.3(d), at Retailer’s expense, maintain Retailer’s POS technology and related systems to the extent necessary for the continued integration of such POS technology and related systems with Bank’s instant credit systems. (h) Only submit Charge Transaction Data in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including in connection with internet, catalogue and telephone sales), and advertising, in compliance with Applicable Law. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms). (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty (20) days to any dispute forwarded to Retailer from Bank, and forward to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Date; provide a credit to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account); and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day after the credit was issued). (o) Retain copies, in electronic or other retrievable format that complies with Applicable Law, all credit and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period as may be required by law); except as otherwise provided for herein in connection with disputes or chargebacks, provide copies of any of the foregoing to Bank within twenty (20) days after Bank’s request; and, in consultation with Bank, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from Bank to the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templates. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation in the Program.

Retailer’s Responsibilities. Retailer’s responsibilities in conducting the Program include the following: (a) In consultation with Bank, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); ) provided, however, that Bank shall have the sole right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with service the Accounts, that are required by Applicable Law or due to Reasonable Financial Services Practices, or to the extent Practices and Bank has made such changes with respect to the Majority majority of Comparable ProgramsBank’s other comparable credit card programs involving retailers and/or department stores. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications Account applications sent directly to Bank by applicants, transmit Credit Card Applications Account applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications applications in accordance with the Operating Procedures. (g) Subject to Schedule 5.3(d), at At Retailer’s expense, maintain modify Retailer’s POS technology and related systems systems, to the extent necessary for the continued integration of such POS technology and related systems to integrate with Bank’s instant credit systems. (h) Only submit Charge Transaction Data in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including including, without limitation, in connection with internet, catalogue and telephone sales), and advertising, in compliance with all Applicable LawLaws it being understood that Bank will consult with Retailer on all credit-related matters of Applicable Law related to functions being performed by Retailer under the Program. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms)written consent. (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty ten (2010) days to any dispute forwarded to Retailer from Bank, and forward to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-Program related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Program Commencement Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Program Commencement Date; provide a credit to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account), and; and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day day after the credit was issued). (on) Retain copies, in electronic or other retrievable format that complies with Applicable Law, all credit and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period as may be required by law); except as otherwise provided for herein in connection with disputes or chargebacks, provide copies of any of the foregoing to Bank within twenty (20) days after Bank’s request, and; and, in consultation with Bank, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from Bank to the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templates. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation in the Program.

Retailer’s Responsibilities. Retailer’s responsibilities in conducting the Program include the following: (a) In consultation with Bank, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); ) provided, however, that Bank shall have the sole right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with service the Accounts, that are required by Applicable Law or due to Reasonable Financial Services Practices, or to the extent Bank has made such changes with respect to the Majority of Comparable Programs[*]. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications sent directly to Bank by applicants, transmit Credit Card Applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications in accordance with the Operating Procedures. (g) Subject to Schedule 5.3(d), at Retailer’s expense, maintain modify Retailer’s POS technology and related systems systems, to the extent necessary for the continued integration of such POS technology and related systems to integrate with Bank’s instant credit systems. (h) Only submit Charge Transaction Data (and any charge transaction data which is indirectly transmitted to Bank through the Association prior to the implementation of the Direct Settlement Process) in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including including, without limitation, in connection with internet, catalogue and telephone sales), and advertising, in compliance with all Applicable LawLaws it being understood that Bank will consult with Retailer on all credit-related matters of Applicable Law related to functions being performed by Retailer under the Program. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior written consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms). (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty (20) days to any dispute forwarded to Retailer from Bank, and forward to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-Program related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Date; provide a credit to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account); and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day day after the credit was issued). (on) Retain copies, in electronic or other retrievable format that complies with Applicable Law, all credit and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period as may be required by law); except as otherwise provided for herein in connection with disputes or chargebacks, provide copies of any of the foregoing to Bank within twenty (20) days after Bank’s request; and, in consultation with Bank, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from Bank to the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templates. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation in the Program.

Retailer’s Responsibilities. Retailer’s responsibilities in conducting (a) Retailer shall perform the Program include the followingfollowing in-store activities: (ai) In consultation with Bankpermitting Cardholders to purchase Goods and Services on Accounts, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); provided, however, that Bank shall have the right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with Applicable Law or due to Reasonable Financial Services Practices, or to the extent Bank has made such changes with respect to the Majority of Comparable Programs. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications sent directly to Bank by applicants, transmit Credit Card Applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications in accordance with the Operating Procedures; (ii) promoting and accepting Credit Card Applications, and communicating credit information therefrom about prospective Cardholders to Bank; (iii) providing Cardholders with appropriate instructions in respect of notifying Bank of Cardholders' changes in billing addresses; (iv) obtaining electronic credit authorizations from Bank unless the network is down (in which event Retailer shall follow floor limits or other downtime authorization procedures); (v) assisting Cardholders in communication with Bank; (vi) displaying promotional material related to Accounts; (vii) obtaining proper identification from all Cardholders (1) in connection with all Purchases where Credit Cards are not presented or (2) when requested to do so by Bank in its reasonable discretion in individual instances as part of the authorization process; (viii) obtaining the Cardholder's account number where a Cardholder does not have her Credit Card in her possession; (ix) providing Bank with copies of presidential complaints related to the Program, Cardholders or Accounts; and (x) subject to Section 4.3 (In-Store Payments), accepting In-Store Payments, if applicable, and forwarding to Bank complete information regarding all such In-Store Payments. (gb) Subject to Schedule 5.3(d), at Retailer’s expense, maintain Retailer’s POS technology Retailer shall retain a legible copy of each Charge Slip for six (6) months following the date of each Purchase and related systems to the extent necessary for the continued integration of shall provide such POS technology and related systems with Bank’s instant credit systems. (h) Only submit Charge Transaction Data in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including in connection with internet, catalogue and telephone sales), and advertising, in compliance with Applicable Law. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms). (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty (20) days to any dispute forwarded to Retailer from Bank, and forward copy to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Date; provide a credit of Bank's request therefor. Retailer shall arrange for Bank to have access to all electronically captured data and information related to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account); Program, including, without limitation, all electronically captured sales data and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day after the credit was issued)Cardholder signatures. (oc) Retain copiesRetailer shall designate a manager to serve as Retailer's coordinator of the Program with Bank. Such manager shall be knowledgeable about this Agreement, in electronic or other retrievable format that complies with Applicable Law, all credit the Program and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period as may be required by law); except as otherwise provided for herein Retailer's practices in connection herewith and shall serve as a liaison to Bank with disputes or chargebacks, provide copies of any regard to the day-to-day operations of the foregoing to Bank within twenty (20) days after Bank’s request; and, in consultation with Bank, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Program. Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of provide adequate workspace for such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from manager at the Bank to during such times that such manager visits the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templatesBank. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation in the Program.

Retailer’s Responsibilities. Retailer’s responsibilities in conducting (a) Retailer shall perform the Program include the followingfollowing in-store activities: (ai) In consultation with Bankpermitting Cardholders to purchase Goods and Services on Accounts, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); provided, however, that Bank shall have the right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with Applicable Law or due to Reasonable Financial Services Practices, or to the extent Bank has made such changes with respect to the Majority of Comparable Programs. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications sent directly to Bank by applicants, transmit Credit Card Applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications in accordance with the Operating Procedures; (ii) promoting and accepting Credit Card Applications, and communicating credit information therefrom about prospective Cardholders to Bank; (iii) providing Cardholders with appropriate instructions in respect of notifying Bank of Cardholders’ changes in billing addresses; (iv) obtaining electronic credit authorizations from Bank unless the network is down (in which event Retailer shall follow floor limits or other downtime authorization procedures); (v) assisting Cardholders in communication with Bank; (vi) displaying promotional material related to Accounts; (vii) obtaining proper identification from all Cardholders (1) in connection with all Purchases where Credit Cards are not presented or (2) when requested to do so by Bank in its reasonable discretion in individual instances as part of the authorization process; (viii) obtaining the Cardholder’s account number where a Cardholder does not have her Credit Card in her possession; (ix) providing Bank with copies of presidential complaints related to the Program, Cardholders or Accounts; and (x) subject to Section 4.3 (In-Store Payments), accepting In-Store Payments, if applicable, and forwarding to Bank complete information regarding all such In-Store Payments. (gb) Subject to Schedule 5.3(d), at Retailer’s expense, maintain Retailer’s POS technology Retailer shall retain a legible copy of each Charge Slip for six (6) months following the date of each Purchase and related systems to the extent necessary for the continued integration of shall provide such POS technology and related systems with Bank’s instant credit systems. (h) Only submit Charge Transaction Data in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including in connection with internet, catalogue and telephone sales), and advertising, in compliance with Applicable Law. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms). (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty (20) days to any dispute forwarded to Retailer from Bank, and forward copy to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Date; provide a credit of Bank’s request therefor. Retailer shall arrange for Bank to have access to all electronically captured data and information related to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account); Program, including, without limitation, all electronically captured sales data and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day after the credit was issued)Cardholder signatures. (oc) Retain copies, in electronic or other retrievable format that complies with Applicable Law, all credit and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period Retailer shall designate a manager to serve as may be required by law); except as otherwise provided for herein in connection with disputes or chargebacks, provide copies of any Retailer’s coordinator of the foregoing to Bank within twenty (20) days after Bank’s request; and, in consultation Program with Bank. Such manager shall be knowledgeable about this Agreement, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from Bank to the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templates. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation practices in connection herewith and shall serve as a liaison to Bank with regard to the day-to-day operations of the Program. Bank shall provide adequate workspace for such manager at the Bank during such times that such manager visits the Bank.

Retailer’s Responsibilities. Retailer’s responsibilities in conducting the Program include the following: (a) In consultation with Bank, provide to Bank a design meeting Bank’s specifications for use in producing Credit Cards (as well as reviewing other Retailer-branded customer communications); ) provided, however, that Bank shall have the sole right after consultation with Retailer to make reasonable changes to the design of such Credit Cards and Retailer-branded customer communications, to the extent necessary to comply with service the Accounts, that are required by Applicable Law or due to Reasonable Financial Services Practices, or to the extent Bank has made such changes with respect to the Majority of Comparable Programs. (b) Solicit new Accounts through in-store instant credit procedures including procedures at point of sale (in accordance with this Agreement) and display of customized store signage, Credit Card Application holders, and other promotional materials provided by Bank and paid for from the Marketing Fund as contemplated in Schedule 6.2(e) in the Retailer Sales Channels pursuant to the Marketing Plan. (c) Accept Credit Cards and obtain authorizations from Bank for customer purchases through each Retailer Sales Channel in accordance with and otherwise conduct its activities relating to the Program in compliance with the Operating Procedures. (d) Actively promote the Program in its stores and, as appropriate at Retailer’s sole discretion, through media advertising developed by Retailer as part of its marketing strategy, and actively promote the use of Credit Cards to its customers as the preferred payment vehicle. (e) Train relevant personnel sufficiently so as to be able to properly fulfill Retailer’s responsibilities under the Program, it being understood that Bank shall develop and bear the cost associated with the production of training materials for the Program and that Bank shall administer programs to instruct the trainers responsible for administering the training contemplated hereunder. (f) Except for Credit Card Applications sent directly to Bank by applicants, transmit Credit Card Applications to Bank electronically through the establishment of direct connectivity to Bank’s systems and, on a periodic basis, forward to Bank paper Credit Card Applications in accordance with the Operating Procedures. (g) Subject to Schedule 5.3(d), at Retailer’s expense, maintain modify Retailer’s POS technology and related systems systems, to the extent necessary for the continued integration of such POS technology and related systems to integrate with Bank’s instant credit systems. (h) Only submit Charge Transaction Data (and any charge transaction data which is indirectly transmitted to Bank through the Association prior to the implementation of the Direct Settlement Process) in accordance with the terms and conditions set forth on Schedule 2.2(h) hereto. (i) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a Retailer, including its policies, products, business, point-of-sale and sales practices (including including, without limitation, in connection with internet, catalogue and telephone sales), and advertising, in compliance with all Applicable LawLaws it being understood that Bank will consult with Retailer on all credit-related matters of Applicable Law related to functions being performed by Retailer under the Program. (j) Only use documents and forms in connection with the Program (other than such documents and forms as are non-public and internal to Retailer) that were provided to Retailer, or approved in writing, by Bank (and only the latest version of such documents); and refrain from modifying any such approved documents or forms without Bank’s prior written consent (which consent shall not be unreasonably withheld or delayed with respect to the look and feel of customer-facing materials or the use of Retailer Marks in such documents or forms). (k) Cooperate in the resolution of any Cardholder disputes, respond within twenty (20) days to any dispute forwarded to Retailer from Bank, and forward to Bank promptly after receipt by Retailer copies of any communication relating to an Account received from any person. (l) Not seek or obtain any special agreement or condition from, nor discriminate in any way against, Cardholders or any person with respect to the terms of any Account transaction; and not charge any credit surcharge, application, processing or other Program-Program related fee to Cardholders; provided, however, Retailer may impose a surcharge if (i) such surcharge is charged in connection with the acceptance of the Co-Brand Card, (ii) Retailer imposes such surcharge on cardholders of substantially all other similar credit card products of the same Association, (iii) the parties mutually agree on the manner in which the surcharge will be disclosed on billing statements to comply with Applicable Law and the allocation of costs for any necessary systems changes, (iv) Retailer complies with all Applicable Law and (v) Retailer provides Bank with at least three (3) months’ advance notice of imposing such surcharge. (m) Comply with Bank’s written instructions regarding actions to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law. (n) Maintain a policy for the exchange, return, and adjustment of products and services which is adequately communicated to customers and is in accordance with all Applicable Laws (in connection therewith Retailer represents and warrants that, as of the Effective Date, the return policy in effect is the same as that delivered by Retailer to Bank prior thereto); notify Bank in advance of (if practicable), but in any event within fifteen (15) days after, any change in such return policy following the Effective Date; provide a credit to the applicable Account upon the return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account); and include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than one (1) Business Day day after the credit was issued). (on) Retain copies, in electronic or other retrievable format that complies with Applicable Law, all credit and transaction documents (including all charge slips and credit slips) for at least twenty-five (25) months (or such longer period as may be required by law); except as otherwise provided for herein in connection with disputes or chargebacks, provide copies of any of the foregoing to Bank within twenty (20) days after Bank’s request; and, in consultation with Bank, produce and use charge slips and credit slips which are able to be captured and reproduced electronically via signature capture technology or other methods. (p) Except as otherwise agreed to in writing by Retailer and Bank, Retailer will submit to Bank for approval any credit-related advertising, disclosures, or other documents, forms, terms and conditions, and other content in connection with the Program that have been prepared by Retailer (or its vendors or contractors) prior to disseminating or otherwise using such materials (such materials are collectively referred to herein as “Retailer-Generated Materials”), and Bank shall notify Retailer of its decision within five (5) Business Days of Retailer’s submission of such Retailer-Generated Materials; provided, however, Retailer may use Retailer-Generated Materials without seeking additional approval from Bank to the extent such Retailer-Generated Materials conform to templates that were previously approved by Bank for Retailer’s use, and Bank has not notified Retailer that it has revoked approval of such templates. (q) Comply with Applicable Law related to the operation of Retailer’s business, including the offering, sale and return of goods and services, and Retailer’s participation in the Program.