Common use of Ownership of Accounts and Information Clause in Contracts

Ownership of Accounts and Information. (a) Virgin and Bank recognize that Cardholders are Members, and that each party has certain ownership rights in information relating to such individuals in their respective roles as Cardholders and Members. The parties acknowledge that the same or similar information may be contained in the Bank Cardholder Information (defined below) and Virgin Member Information (defined below); such common information being referred to herein as “Common Information”. Each such pool of data shall therefore be considered separate information subject to the specific provisions applicable to that data hereunder. (b) The Members’ names and addresses and other Member information collected by Virgin independent of Bank and set forth in Virgin’s records shall be the exclusive property of Virgin; such information and Virgin’s Common Information shall be referred to collectively as “Virgin Member Information”. Prior to the Program Commencement Date, Virgin shall provide to Bank no less than ***** marketable Member names and addresses, as well as e-mail addresses, which e-mail addresses will only be used by Bank in connection with marketing initiatives approved by the Operating Committee. Additionally, as requested by Bank and in any event, no less than *****, Virgin shall provide the names, addresses, telephone numbers and e-mail addresses of new marketable Members to Bank, to be used only for purposes of (i) evaluating such Member’s creditworthiness, (ii) soliciting such Members for Credit Cards, (iii) administering the Program in accordance with the terms of this Agreement and Applicable Law. Bank shall protect the confidentiality of such information as set forth in Section 8.9. (i) Subject to Virgin’s rights pursuant to Schedule 7.4, Bank shall own the Program, and all Accounts under the Program, from the time of establishment and Virgin shall not have any right to any indebtedness on an Account or to any Account payment from a Cardholder arising out of or in connection with any Purchases under the Program. Additionally, all information related to the Program, the Accounts set forth in Bank’s records, including without limitation the information listed in Schedule 2.6, the information obtained through applications, the receivables, names, addresses, credit, and transaction information of Cardholders shall be the exclusive property of Bank. Such information and Bank’s Common Information shall be referred to collectively as “Bank Cardholder Information”. Bank shall keep the Accounts and receivables from such Accounts free and clear of any claims, liens, security interests, pledges, encumbrances and similar claims and Bank shall not sell, assign, transfer pledge, securitize or otherwise transfer any Account or any receivable generated by any Account except that (i) Bank shall have the right to securitize receivables generated by the Accounts in accordance with the terms of Schedule 2.6(c)(i) provided, that any such Bank securitization shall not interfere in any manner with the Virgin’s right to purchase the Accounts in accordance with Schedule 7.4 and (ii) Bank may sell or transfer written-off Accounts in connection with Bank’s ordinary course collections actions. (ii) Bank shall provide to Virgin ***** one (1) master file extract, initially containing the information set forth on Schedule 2.6, and subject to change by Bank at any time. Bank may agree to share additional Confidential Information and/or Bank Cardholder Information with Virgin and, unless Bank consents otherwise in advance and in writing, Virgin shall keep such Confidential Information and Bank Cardholder Information confidential as set forth in Section 8.9, and shall not disclose such information to any third-party nor sell, lease, or otherwise transfer such information to any third-party.