Common use of Rewards Program Clause in Contracts

Rewards Program. (a) Retailers shall maintain a Cardholder rewards program relating to the Program and Credit Card acquisition and use at Retailer Locations, “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and Non-Retailer Locations (the “Cardholder Rewards Program”). For the avoidance of doubt, the Cardholder Rewards Program shall include both the Private Label Program and the Co-brand Program and shall include any Cardholder participating in “Cardholder Rewards Program” established under the Prior Program Agreement. (b) Retailer shall cause the initial value proposition available to Cardholders under the Cardholder Rewards Program to be: (i) [***] of Private Label Retailer Purchases; (ii) [***] on Private Label Non-Retailer Purchases; (iii) [***] of Co-brand Retailer Purchases; (iv) [***] of Co-Brand Non-Retailer Purchases at “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and purchases of goods and/or services from any entity participating in the Program pursuant to Section 13.02 to the extent financed on a Co-brand Account; (v) [***] of Co-brand Non-Retailer Purchases at Non-Retailer Locations other than “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements), and (vi) a discount to Cardholders on the date of enrollment of [***] enrollment discount. All other initial terms and conditions of the Cardholder Rewards Program shall be those in effect immediately prior to the Effective Date. (c) Following the Effective Date, the parties shall work together in good faith to develop a new value proposition for the Cardholder Rewards Program. In furtherance of the foregoing, the parties shall create and implement a testing protocol to assess the viability and Cardholder acceptance of different value propositions, as well as the costs and benefits of the proposed changes and the projected impact on Program economics, and each party shall reasonably consider the results of such testing. For clarity, prior to implementing any change to the value proposition for the Cardholder Rewards Program as set forth in 2.04(b) (or any modifications thereto as contemplated by this Section 2.04(c)), unless they otherwise agree, the parties shall first engage in the foregoing testing process. If at any time the parties are unable to agree upon a testing protocol or changes to the value proposition following the requisite testing, [***]. Following implementation of such changes, at the first meeting of the Strategic Operating Council after the six-month anniversary of such implementation, Bank shall present evidence to the Strategic Operating Council regarding the Program economics (including Account attrition and acquisition rates, Cardholder Rewards Program reward accrual and redemption rates, and the impact to the overall profitability of the Program) during such six-month period, compared to the Program economics during the corresponding six-month period for the immediately preceding calendar year, which the Strategic Operating Council shall review and evaluate in good faith. Each of Bank and Retailers shall cause their respective constituencies on the Strategic Operating Council to meet within sixty (60) days after the expiration of such six (6) month period to conduct such review and evaluation. If: (i) the Strategic Operating Council reasonably determines that such changes have had a material adverse effect on the Program economics, or (ii) Bank reasonably makes such a determination in the event the Strategic Operating Council deadlocks on the issue; and either (A) Retailers are unwilling to revise the Cardholder Rewards Program to reinstate the terms and conditions applicable to the Cardholder Rewards Program immediately prior to the implementation of the changes described in this Section 2.04(c) (the “Prior Rewards Terms”); or (B) the parties are otherwise unable to mutually agree on any additional changes to mitigate such material adverse effect on the Program economics, then Bank shall have the right [***]. If, for any reason, Bank elects not to exercise the termination right set forth in Section 11.02(l) notwithstanding a valid right to do so, the provisions of clause (i) of Section 10.03(f) shall cease to apply for the remainder of the Operation Period; provided, that the parties shall discuss in good faith a revised approval rate under the circumstances. The parties acknowledge and agree that if Bank decides to [***]. (d) During the course of the Operation Period, the Program P&L will include the cost of [***]. Retailers will bear such costs for any additional changes to the Cardholder Rewards Program after the first one. (e) In addition to any other amounts spent by Retailers under Section 2.03 to promote or support the Program, Retailers shall expend such commercially reasonable amounts as are deemed necessary or appropriate by Retailers to support the Cardholder Rewards Program and to promote it to Cardholders and customers. Any of such costs relating to marketing the Cardholder Rewards Program shall be subject [***]. (f) Retailers shall: (i) comply with the terms and conditions of the Cardholder Rewards Program as provided to Cardholders; (ii) be responsible for all aspects of the Cardholder Rewards Program not specifically allocated to Bank in Section 2.04(g) below, including the [***], and communicate the fact of such responsibility to Cardholders; (iii) at the option of Retailers, in their sole discretion, elect to permit the combination of benefits accrued under the Cardholder Rewards Program with benefits accrued under rewards programs offered under the other Credit Card Programs; (iv) notwithstanding the termination of the Operation Period, honor all rewards certificates issued under the Cardholder Rewards Program to Cardholders, subject to the terms and conditions of such certificates (including any general limitations on the use of such certificates for the purchase of certain Goods and/or Services); (v) notify Cardholders reasonably in advance of Retailers’ intention, as of or after the termination of the Operation Period, to (x) suspend the accrual of benefits under the Cardholder Rewards Program, and (y) terminate the utility of accrued benefits that have not been exchanged for a rewards certificate; and (vi) otherwise operate such program in compliance with Applicable Law (including, in the case of breakage, applicable escheatment or other unclaimed property laws and all applicable Network Rules). (g) Bank shall manage and administer the Cardholders Rewards Program, which shall include those cardholders identified periodically by Retailers as being participants in the Best Customer Program, and provide reward points tracking and servicing functionality tied to the Accounts to support the Cardholder Rewards Program. Bank shall implement the Cardholder Rewards Program changes as outlined in Schedule 2.04(g)-1 within the timeframes specified in Schedule 2.04(g)-1. Bank shall provide to Retailers not later than the monthly meeting of the Program Execution Committee, a rewards summary in the form set forth in Schedule 2.04(g)-2. Bank shall also, at its own cost and expense, provide Retailers with the ability to include printable redemption certificates as part of the second page of a Cardholder’s monthly billing statement; provided, that Retailers shall, at their own cost and expense, have the option of including redemption certificates as inserts in the Cardholder’s monthly billing statement. If Retailers choose to implement their own Cardholder Rewards platform, then the parties will discuss in good faith a process to transition the Cardholder Rewards Program administration and management to Retailers, and the removal of costs associated with administering and managing the Cardholder Rewards Program from the Program P&L.

Rewards Program. (a) Retailers Retailer shall maintain during the Term a Cardholder rewards program relating and fund rewards redeemed by Cardholders as part of the rewards program connected to Credit Card and Account use under the Program and Credit Card acquisition and use at Retailer Locations, “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and Non-Retailer Locations (the “Cardholder Rewards Program”). For During the avoidance Term, Retailer shall not promote any other loyalty program, other than Retailer’s Preferred Customer loyalty program under terms and conditions reasonably similar to those currently in effect as of doubtthe Commencement Date, that detracts from the participation by Cardholders in the Cardholder Rewards Program. (b) Bank shall be responsible for administration, servicing and mailing via statements of reward certificates issued under the Cardholder Rewards Program, but shall not be required to fund the rewards component of the program, such rewards funding being the sole responsibility of Retailer as set forth in Section 1, paragraph (g) of Schedule 6.4. (c) Subject to Schedule 5.3(d), the overall value of the Cardholder Rewards Program to Cardholders shall be at least one percent (1%) of Net Purchase Volume on Co-brand Purchases, and one percent (1%) of Net Purchase Volume on Non-Retailer Purchases and holders of the Co-Brand Credit Cards and the Private Label Credit Cards will be entitled to participate in at least forty-five (45) days of in-store “extra savings events” (at 10% off total basket) in each calendar year. Rewards “points” awarded pursuant to the Cardholder Rewards Program shall include both the Private Label Program and the Co-brand Program not be redeemable for cash and shall include any Cardholder participating in “only be redeemable for Retailer merchandise at the then current purchase price of the merchandise. (d) In connection with the Cardholder Rewards Program” established under , Bank shall provide to Cardholders who reach a certain rewards points threshold, as determined by the Prior Program AgreementOperating Committee, a rewards certificate redeemable at all Retailer Sales Channels in an amount to be determined by the Operating Committee. (be) Retailer shall cause the initial value proposition available be entitled to Cardholders under retain all breakage from the Cardholder Rewards Program and shall not be required to be: fund any unredeemed rewards points, provided however that Retailer shall comply with all applicable unclaimed property laws, including laws relating to escheatment. (if) [***] of Private Label Retailer Purchases; (ii) [***] on Private Label Non-Retailer Purchases; (iii) [***] of Co-brand Retailer Purchases; (iv) [***] of Co-Brand Non-Retailer Purchases at “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and purchases of goods and/or services from any entity participating in the Program pursuant to Section 13.02 to the extent financed on a Co-brand Account; (v) [***] of Co-brand Non-Retailer Purchases at Non-Retailer Locations other than “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements), and (vi) a discount to Cardholders on the date of enrollment of [***] enrollment discount. All other initial terms and conditions of the Cardholder Rewards Program and any modifications thereto shall be those in effect immediately prior to established by the Effective DateOperating Committee. (cg) Following the Effective Date, the parties Retailer shall work together in good faith to develop a new value proposition for the Cardholder Rewards Program. In furtherance of the foregoing, the parties shall create and implement a testing protocol to assess the viability and Cardholder acceptance of different value propositions, as well as the costs and benefits of the proposed changes and the projected impact on Program economics, and each party shall reasonably consider the results of such testing. For clarity, prior to implementing any change to the value proposition for the Cardholder Rewards Program as set forth in 2.04(b) (or any modifications thereto as contemplated by this Section 2.04(c)), unless they otherwise agree, the parties shall first engage in the foregoing testing process. If at any time the parties are unable to agree upon a testing protocol or changes to the value proposition following the requisite testing, [***]. Following implementation of such changes, at the first meeting of the Strategic Operating Council after the six-month anniversary of such implementation, Bank shall present evidence to the Strategic Operating Council regarding the Program economics (including Account attrition and acquisition rates, Cardholder Rewards Program reward accrual and redemption rates, and the impact to the overall profitability of the Program) during such six-month period, compared to the Program economics during the corresponding six-month period for the immediately preceding calendar year, which the Strategic Operating Council shall review and evaluate in good faith. Each of Bank and Retailers shall cause their respective constituencies on the Strategic Operating Council to meet within sixty (60) days after the expiration of such six (6) month period to conduct such review and evaluation. If: (i) the Strategic Operating Council reasonably determines that such changes have had a material adverse effect on the Program economics, or (ii) Bank reasonably makes such a determination in the event the Strategic Operating Council deadlocks on the issue; and either (A) Retailers are unwilling to revise the Cardholder Rewards Program to reinstate the terms and conditions applicable to the Cardholder Rewards Program immediately prior to the implementation of the changes described in this Section 2.04(c) (the “Prior Rewards Terms”); or (B) the parties are otherwise unable to mutually agree on any additional changes to mitigate such material adverse effect on the Program economics, then Bank shall have the right [***]. If, for any reason, Bank elects not to exercise the termination right set forth in Section 11.02(l) notwithstanding a valid right to do so, the provisions of clause (i) of Section 10.03(f) shall cease to apply for the remainder of the Operation Period; provided, that the parties shall discuss in good faith a revised approval rate under the circumstances. The parties acknowledge and agree that if Bank decides to [***]. (d) During the course of the Operation Period, the Program P&L will include the cost of [***]. Retailers will bear such costs for any additional changes to the Cardholder Rewards Program after the first one. (e) In addition to any other amounts spent by Retailers under Section 2.03 to promote or support the Program, Retailers shall expend such commercially reasonable amounts as are deemed necessary or appropriate by Retailers to support the Cardholder Rewards Program and to promote it to Cardholders and customers. Any of such costs relating to marketing the Cardholder Rewards Program shall be subject [***]. (f) Retailers shall: (i) comply with the terms and conditions of the Cardholder Rewards Program as provided to Cardholders; (ii) be responsible for all aspects of the Cardholder Rewards Program not specifically allocated to Bank in Section 2.04(g) below, including the [***], Cardholders and communicate the fact of such responsibility to Cardholders; (iii) at the option of Retailers, in their sole discretion, elect to permit the combination of benefits accrued under the Cardholder Rewards Program with benefits accrued under rewards programs offered under the other Credit Card Programs; (iv) notwithstanding the termination of the Operation Period, shall honor all non-expired outstanding rewards certificates issued under the Cardholder Rewards Program offered to Cardholders, Cardholders subject to the terms and conditions of such certificates (including any general limitations on the use of such certificates for the purchase of certain Goods and/or Services); (v) notify Cardholders reasonably in advance of Retailers’ intention, as of or after the termination of the Operation Period, to (x) suspend the accrual of benefits under the Cardholder Rewards Program, and (y) terminate the utility of accrued benefits that have not been exchanged for a rewards certificate; and (vi) otherwise operate such program in compliance with Applicable Law (including, in the case of breakage, applicable escheatment or other unclaimed property laws and all applicable Network Rules)thereof. (g) Bank shall manage and administer the Cardholders Rewards Program, which shall include those cardholders identified periodically by Retailers as being participants in the Best Customer Program, and provide reward points tracking and servicing functionality tied to the Accounts to support the Cardholder Rewards Program. Bank shall implement the Cardholder Rewards Program changes as outlined in Schedule 2.04(g)-1 within the timeframes specified in Schedule 2.04(g)-1. Bank shall provide to Retailers not later than the monthly meeting of the Program Execution Committee, a rewards summary in the form set forth in Schedule 2.04(g)-2. Bank shall also, at its own cost and expense, provide Retailers with the ability to include printable redemption certificates as part of the second page of a Cardholder’s monthly billing statement; provided, that Retailers shall, at their own cost and expense, have the option of including redemption certificates as inserts in the Cardholder’s monthly billing statement. If Retailers choose to implement their own Cardholder Rewards platform, then the parties will discuss in good faith a process to transition the Cardholder Rewards Program administration and management to Retailers, and the removal of costs associated with administering and managing the Cardholder Rewards Program from the Program P&L.

Rewards Program. (a) Retailers Co-Brand Partner shall maintain offer a Cardholder rewards program relating Rewards Program to the Cardholders, and shall contain at least those terms set forth on Schedule 2.7 under the heading “Mandatory Terms.” To the extent that any such Mandatory Terms are not in effect as of Execution Date, Co-Brand Partner shall cause such Mandatory Terms to become effective as soon thereafter as reasonably practicable but no later than the Effective Date. The Rewards Program shall be operated in accordance with the terms set forth on Schedule 2.7 under the heading “Administration of Rewards Program.” Subject to any additional requirements on Schedule 2.7, Co-Brand Partner may also add, change, or modify other terms of the Rewards Program so long as such additions, changes, or modifications do not conflict with the Mandatory Terms. No such change may impose additional or altered obligations on FNBO without its consent, except to provide additional information that is readily available, may lawfully be provided subject to FNBO’s internal policies and procedures, and is no more burdensome to provide than any such information already being provided. Co-Brand Partner will notify FNBO of material changes in the Rewards Program in advance of the effective date of such material change, but in any event no less than 90 days in advance of the earlier of when Cardholders are notified thereof or the effective date of the change. Other terms for the Rewards Program include, but are not limited to, the terms set on Schedule 2.7 under the heading “Discretionary Terms.” Terms and Conditions for the Rewards Program (for purposes of disclosure to Cardholders) shall be established by Co-Brand Partner, but subject to FNBO’s approval, which shall not be unreasonably withheld. For avoidance of doubt, Co-Brand Partner and FNBO hereby acknowledge and agree that the Rewards Program is administered, owned, managed and maintained solely by Co-Brand Partner and, other than timely reporting of Credit Card acquisition and use at Retailer LocationsRewards Points based on Qualified Credit Card Transactions by Cardholders as outlined in this Agreement, “Retailer Locations” (as such term FNBO is defined not responsible for any aspect or function of the Rewards Program, including, but not limited to, Co-Brand Partner’s products, services, decisions, or Co-Brand Partner’s refusal to honor Rewards Point redemption requests. Notwithstanding anything to the contrary in this Agreement, FNBO shall have full authority to cease participation in the other Credit Card Rewards Program Agreementsbased on administrative, compliance, or reputational concerns upon thirty (30) and Nondays’ notice to Co-Retailer Locations (Brand Partner. In the “Cardholder event that FNBO ceases its participation in the Rewards Program”), either party may terminate this Agreement upon sixty (60) days written notice to the other party; provided, that in the event Co-Brand Partner exercises its Purchase Option, the Termination Date shall be extended as necessary to match the Purchase Date. For the avoidance of doubt, FNBO’s decision to cease participation in the Cardholder Rewards Program shall include both the Private Label Program and the Co-brand Program and shall include any Cardholder participating in “Cardholder Rewards Program” established under , or any other termination of the Prior Program Agreement. Program, shall not change (a) FNBO’s obligation to pay compensation pursuant to Section 5.1 and Schedule 5.1 or (b) Retailer shall cause the initial value proposition available to Cardholders under the Cardholder Rewards Program to be: (i) [***] of Private Label Retailer Purchases; (ii) [***] on Private Label Non-Retailer Purchases; (iii) [***] of Co-brand Retailer Purchases; (iv) [***] of Co-Brand Non-Retailer Purchases at “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and purchases of goods and/or services from any entity participating in the Program pursuant Partner’s obligation to Section 13.02 honor all Rewards Points validly credited to the extent financed on a Co-brand Account; (v) [***] of Co-brand Non-Retailer Purchases at Non-Retailer Locations other than “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements), and (vi) a discount to Cardholders on the date of enrollment of [***] enrollment discount. All other initial terms and conditions of the Cardholder Rewards Program shall be those in effect immediately Accounts prior to the Effective Date. (c) Following the Effective Date, the parties shall work together in good faith to develop a new value proposition for the Cardholder Rewards Program. In furtherance of the foregoing, the parties shall create and implement a testing protocol to assess the viability and Cardholder acceptance of different value propositions, as well as the costs and benefits of the proposed changes and the projected impact on Program economics, and each party shall reasonably consider the results effective date of such testing. For clarity, prior to implementing any change to the value proposition for the Cardholder Rewards Program as set forth in 2.04(b) (cessation or any modifications thereto as contemplated by this Section 2.04(c)), unless they otherwise agree, the parties shall first engage in the foregoing testing process. If at any time the parties are unable to agree upon a testing protocol or changes to the value proposition following the requisite testing, [***]. Following implementation of such changes, at the first meeting of the Strategic Operating Council after the six-month anniversary of such implementation, Bank shall present evidence to the Strategic Operating Council regarding the Program economics (including Account attrition and acquisition rates, Cardholder Rewards Program reward accrual and redemption rates, and the impact to the overall profitability of the Program) during such six-month period, compared to the Program economics during the corresponding six-month period for the immediately preceding calendar year, which the Strategic Operating Council shall review and evaluate in good faith. Each of Bank and Retailers shall cause their respective constituencies on the Strategic Operating Council to meet within sixty (60) days after the expiration of such six (6) month period to conduct such review and evaluation. If: (i) the Strategic Operating Council reasonably determines that such changes have had a material adverse effect on the Program economics, or (ii) Bank reasonably makes such a determination in the event the Strategic Operating Council deadlocks on the issue; and either (A) Retailers are unwilling to revise the Cardholder Rewards Program to reinstate the terms and conditions applicable to the Cardholder Rewards Program immediately prior to the implementation of the changes described in this Section 2.04(c) (the “Prior Rewards Terms”); or (B) the parties are otherwise unable to mutually agree on any additional changes to mitigate such material adverse effect on the Program economics, then Bank shall have the right [***]. If, for any reason, Bank elects not to exercise the termination right set forth in Section 11.02(l) notwithstanding a valid right to do so, the provisions of clause (i) of Section 10.03(f) shall cease to apply for the remainder of the Operation Period; provided, that the parties shall discuss in good faith a revised approval rate under the circumstances. The parties acknowledge and agree that if Bank decides to [***]. (d) During the course of the Operation Period, the Program P&L will include the cost of [***]. Retailers will bear such costs for any additional changes to the Cardholder Rewards Program after the first one. (e) In addition to any other amounts spent by Retailers under Section 2.03 to promote or support the Program, Retailers shall expend such commercially reasonable amounts as are deemed necessary or appropriate by Retailers to support the Cardholder Rewards Program and to promote it to Cardholders and customers. Any of such costs relating to marketing the Cardholder Rewards Program shall be subject [***]. (f) Retailers shall: (i) comply with the terms and conditions of the Cardholder Rewards Program as provided to Cardholders; (ii) be responsible for all aspects of the Cardholder Rewards Program not specifically allocated to Bank in Section 2.04(g) below, including the [***], and communicate the fact of such responsibility to Cardholders; (iii) at the option of Retailers, in their sole discretion, elect to permit the combination of benefits accrued under the Cardholder Rewards Program with benefits accrued under rewards programs offered under the other Credit Card Programs; (iv) notwithstanding the termination of the Operation Period, honor all rewards certificates issued under the Cardholder Rewards Program to Cardholderstermination, subject to the terms and conditions of such certificates (including any general limitations on the use of such certificates for the purchase of certain Goods and/or Services); (v) notify Cardholders reasonably in advance of Retailers’ intention, as of or after the termination of the Operation Period, to (x) suspend the accrual of benefits under the Cardholder Rewards Program, and (y) terminate the utility of accrued benefits that have not been exchanged for a rewards certificate; and (vi) otherwise operate such program in compliance with Applicable Law (including, in the case of breakage, applicable escheatment or other unclaimed property laws and all applicable Network Rules). (g) Bank shall manage and administer the Cardholders Rewards Program, which shall include those cardholders identified periodically by Retailers as being participants in the Best Customer Program, and provide reward points tracking and servicing functionality tied to the Accounts to support the Cardholder Rewards Program. Bank shall implement the Cardholder Rewards Program changes as outlined in Schedule 2.04(g)-1 within the timeframes specified in Schedule 2.04(g)-1. Bank shall provide to Retailers not later than the monthly meeting of the Program Execution Committee, a rewards summary in the form set forth in Schedule 2.04(g)-2. Bank shall also, at its own cost and expense, provide Retailers with the ability to include printable redemption certificates as part of the second page of a Cardholder’s monthly billing statement; provided, that Retailers shall, at their own cost and expense, have the option of including redemption certificates as inserts in the Cardholder’s monthly billing statement. If Retailers choose to implement their own Cardholder Rewards platform, then the parties will discuss in good faith a process to transition the Cardholder Rewards Program administration and management to Retailers, and the removal of costs associated with administering and managing the Cardholder Rewards Program from the Program P&L.

Rewards Program. (a) Retailers shall maintain Company will establish and maintain, and Bank will administer (unless otherwise agreed by the parties), a Cardholder rewards loyalty program relating connected to the Program and Credit Card acquisition and Account use at Retailer Locations, “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and Non-Retailer Locations (the “Cardholder Rewards Loyalty Program”). For Company will ensure at all times that (x) any value proposition offered under any existing loyalty program of Company is offered to Cardholders and (y) the avoidance of doubt, value proposition offered under the Cardholder Rewards Loyalty Program shall include both serves as an additional benefit to Cardholders, which benefit is not available absent the Private Label Program and use of the Co-brand Program and shall include any Cardholder participating in “Cardholder Rewards Program” established under the Prior Program AgreementCredit Card. (b) Retailer shall cause the initial value proposition available to Cardholders under the Cardholder Rewards Program to be: (i) [***] of Private Label Retailer Purchases; (ii) [***] on Private Label Non-Retailer Purchases; (iii) [***] of Co-brand Retailer Purchases; (iv) [***] of Co-Brand Non-Retailer Purchases at “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements) and purchases of goods and/or services from any entity participating in the Program pursuant to Section 13.02 to the extent financed on a Co-brand Account; (v) [***] of Co-brand Non-Retailer Purchases at Non-Retailer Locations other than “Retailer Locations” (as such term is defined in the other Credit Card Program Agreements), and (vi) a discount to Cardholders on the date of enrollment of [***] enrollment discount. All other initial terms and conditions of the Cardholder Rewards Program shall be those in effect immediately prior to the Effective Date. (c) Following the Effective Date, but prior to the Program Commencement Date, the parties shall will work together in good faith to develop a new value proposition for to Cardholders under the Cardholder Rewards ProgramLoyalty Program (the “Loyalty Program Incentive”) and an acquisition incentive to Cardholders. In furtherance of the foregoing, the parties shall will create and implement a testing protocol to assess the viability and Cardholder acceptance of different value propositions, as well as the costs and benefits of the proposed changes Loyalty Program Incentive and acquisition incentive and the projected impact on Program economics, and each party shall will reasonably consider the results of such testing. For clarity, prior to implementing any change to the value proposition for the Cardholder Rewards Program as set forth in 2.04(b) (or any modifications thereto as contemplated by this Section 2.04(c)), unless they otherwise agree, the parties shall first engage in the foregoing testing process. If at any time the parties are unable to agree upon a testing protocol or changes to the value proposition Loyalty Program Incentive following the requisite testing, [***]. Following implementation of such changes, at Company will determine the first meeting of the Strategic Operating Council after the six-month anniversary of such implementation, Bank shall present evidence to the Strategic Operating Council regarding the initial Loyalty Program economics (including Account attrition Incentive and acquisition ratesincentive; provided that, Cardholder Rewards unless otherwise agreed by Bank, the Loyalty Program reward accrual and redemption rates, and the impact to the overall profitability of the Program) during such six-month period, compared to the Program economics during the corresponding six-month period for the immediately preceding calendar year, which the Strategic Operating Council shall review and evaluate in good faith. Each of Bank and Retailers shall cause their respective constituencies on the Strategic Operating Council to meet within sixty (60) days after the expiration of such six (6) month period to conduct such review and evaluation. If: (i) the Strategic Operating Council reasonably determines that such changes Incentive will not have had a material adverse effect on the Program economics, or (ii) Bank reasonably makes such a determination in the event the Strategic Operating Council deadlocks on the issue; and either (A) Retailers are unwilling to revise the Cardholder Rewards Program to reinstate the terms and conditions applicable value to the Cardholder Rewards Program immediately prior to the implementation of the changes described in this Section 2.04(c) (the “Prior Rewards Terms”); or (B) the parties are otherwise unable to mutually agree on any additional changes to mitigate such material adverse effect on the Program economics, then Bank shall have the right [***]. If, for any reason, Bank elects not to exercise the termination right set forth in Section 11.02(l) notwithstanding a valid right to do so, the provisions of clause (i) of Section 10.03(f) shall cease to apply for the remainder of the Operation Period; provided, that the parties shall discuss in good faith a revised approval rate under the circumstances. The parties acknowledge and agree that if Bank decides to [***]. (d) During the course of the Operation Period, the Program P&L will include the cost of [***]. Retailers , the “LP Minimum Value”), the acquisition incentive will bear not have a value less than [***], the “AI Minimum Value”) and Cardholders who choose to enroll in the Cardholder Loyalty Program and pay for their purchases with a Credit Card will earn no less [***] than if such costs purchases were made using a different funding source. (c) Unless otherwise agreed to in the Marketing Plan, Company will be solely responsible for any additional funding the cost of the Loyalty Program Incentive and acquisition incentive and providing the same to Cardholders. (d) Following the establishment of the initial Loyalty Program Incentive and acquisition incentive, Company may (i) test changes to the Loyalty Program Incentive and acquisition incentive from time to time; provided that the tests are designed to avoid a material adverse impact on the Program and (ii) amend, modify, or replace the Cardholder Rewards Loyalty Program after from time to time following good faith consultation with Bank, but without Bank’s approval, so long as the first onevalue of the Loyalty Program Incentive to Cardholders, in the aggregate, is not lower than the then-current LP Minimum Value, and the value of the acquisition incentive is not less than the then-current AI Minimum Value. The foregoing notwithstanding, Bank may require that Company amend, modify or replace the Cardholder Loyalty Program if required by Applicable Law or Bank’s compliance policies. (e) In addition to any other amounts spent by Retailers under Section 2.03 to promote or support the Program, Retailers shall expend such commercially reasonable amounts as are deemed necessary or appropriate by Retailers to support the Cardholder Rewards Program and to promote it to Cardholders and customers. Any of such costs relating to marketing the Cardholder Rewards Program shall be subject [***]. (f) Retailers shall: Company will (i) comply with the terms and conditions of the Cardholder Rewards Loyalty Program and Loyalty Program Incentive as provided to Cardholders; , (ii) be responsible for honor all aspects of the Cardholder Rewards Loyalty Program not specifically allocated to Bank in Section 2.04(g) belowand Loyalty Program Incentive obligations, including the [***], and communicate the fact of such responsibility to Cardholders; (iii) at otherwise comply with instructions by Bank regarding the option Cardholder Loyalty Program with respect to compliance with Applicable Law, and (iv) disclose to Cardholders that Company is responsible (and liable) for the awarding and redemption of Retailers, in their sole discretion, elect to permit the combination of benefits accrued rewards points provided under the Cardholder Rewards Program with benefits accrued under rewards programs offered under the other Credit Card Programs; (iv) notwithstanding the termination of the Operation Period, honor all rewards certificates issued under the Cardholder Rewards Program to Cardholders, subject to the terms and conditions of such certificates (including any general limitations on the use of such certificates for the purchase of certain Goods and/or Services); (v) notify Cardholders reasonably in advance of Retailers’ intention, as of or after the termination of the Operation Period, to (x) suspend the accrual of benefits under the Cardholder Rewards Loyalty Program, and (y) terminate the utility of accrued benefits that have not been exchanged for a rewards certificate; and (vi) otherwise operate such program in compliance with Applicable Law (including, in the case of breakage, applicable escheatment or other unclaimed property laws and all applicable Network Rules). (g) Bank shall manage and administer the Cardholders Rewards Program, which shall include those cardholders identified periodically by Retailers as being participants in the Best Customer Program, and provide reward points tracking and servicing functionality tied to the Accounts to support the Cardholder Rewards Program. Bank shall implement the Cardholder Rewards Program changes as outlined in Schedule 2.04(g)-1 within the timeframes specified in Schedule 2.04(g)-1. Bank shall provide to Retailers not later than the monthly meeting of the Program Execution Committee, a rewards summary in the form set forth in Schedule 2.04(g)-2. Bank shall also, at its own cost and expense, provide Retailers with the ability to include printable redemption certificates as part of the second page of a Cardholder’s monthly billing statement; provided, that Retailers shall, at their own cost and expense, have the option of including redemption certificates as inserts in the Cardholder’s monthly billing statement. If Retailers choose to implement their own Cardholder Rewards platform, then the parties will discuss in good faith a process to transition the Cardholder Rewards Program administration and management to Retailers, and the removal of costs associated with administering and managing the Cardholder Rewards Program from the Program P&L.