Cardholder Data. (a) As among the Parties hereto, the Cardholder Data shall be the property of and exclusively owned by the Bank. The Company acknowledges and agrees that, subject to its rights pursuant to Section 17.2, it has no proprietary interest in the Cardholder Data. (b) The Program Privacy Policy applicable to the Cardholder Data is attached as Schedule 6.2(b) hereto. Any modifications to the Program Privacy Policy shall be approved by the Strategic Operating Committee, provided that, the Program Privacy Policy shall comply with Applicable Law at all times and shall not provide for any reduction in the access to, or disclosure or use of Cardholder Data by the Company and its Affiliates as compared with the Program Privacy Policy in effect on the Effective Date. (c) The Bank may use the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy [****]. (d) The Bank shall not, directly or indirectly, sell, transfer, or rent (or permit others to do same), the Cardholder Data, and shall not, directly or indirectly, disclose the Cardholder Data, except for disclosure in compliance with Applicable Law and the Program Privacy Policy solely: (i) [****]. (e) Subject to Applicable Law and the Program Privacy Policy, the Bank shall provide the Company with unlimited access, through the Bank’s data analysts, to all Cardholder Data obtained by the Bank in connection with the Program, which includes at least the items listed below as set forth in greater detail on Schedule 6.2(e). In addition, subject to Applicable Law, and as reasonably requested by the Company, [****]: (i) [****]. [****] (f) [****]. (g) [****]. (h) The Company may disclose the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy solely: (i) to its Service Providers authorized in accordance with this Agreement solely on a “need to know” basis in connection with a permitted use of the Cardholder Data pursuant to Section 6.2(g), [****]; (ii) to its Affiliates (including, for this purpose, the ▇▇▇▇ Group) and its and their Representatives on a “need to know” basis in connection with a permitted use of the Cardholder Data pursuant to Section 6.2(g); [****]; (iii) to any Governmental Authority with authority over the Company or its Affiliates, or their respective Service Providers [****]; or (iv) as otherwise permitted by Applicable Law and the Program Privacy Policy; [****]. (i) With respect to the sharing, use and disclosure of the Cardholder Data following the termination of this Agreement: (i) the rights and obligations of the Parties under this Section 6.2 shall continue through any Termination Period and, if applicable, any interim servicing period pursuant to Section 17.2(h); (ii) if the Company exercises its purchase rights under Section 17.2, the Bank shall transfer its right, title and interest in the Cardholder Data to the Company or its Nominated Purchaser as part of such transaction, and the Bank’s right to use and disclose the Cardholder Data shall terminate upon the termination of the Termination Period and, promptly following such termination of the Termination Period, the Bank shall return or destroy all Cardholder Data and shall certify such return or destruction to the Company upon request; provided, however, that, if the Bank is obligated to retain any Cardholder Data pursuant to requirements of Applicable Law or the Bank’s disaster recovery plan, or internal retention policies, the Bank shall maintain the strict confidentiality and security of such Cardholder Data and shall not use such Cardholder Data for any other purpose; provided further, that if the Bank is performing interim servicing for the Nominated Purchaser pursuant to Section 17.2(h), the Bank may continue to use Cardholder Data to the extent necessary to perform such servicing; and (iii) if the Company provides notice that it shall not exercise its purchase rights under Section 17.2, or otherwise fails to exercise its option within the time period specified in Section 17.2, the Company’s right to use and disclose the Cardholder Data shall terminate, and the restrictions hereunder on the Bank’s use and disclosure of Cardholder Data shall terminate, except that in no event may the Bank or any of its Affiliates disclose Cardholder Data to any retailer or use Cardholder Data in any way for the benefit of any retailer or retail credit card program or in any manner inconsistent with the limitations on the Bank’s rights to dispose of the Program Assets pursuant to Section 17.4. The foregoing provisions shall in no way be construed as to extend the Bank’s rights to use the Company Licensed Marks, the Company’s name or any Intellectual Property of the Company, all of which rights shall be expressly limited as set forth in Article X and shall terminate as set forth in Section 17.4(c).
Appears in 1 contract
Sources: Private Label Credit Card Program Agreement (Signet Jewelers LTD)
Cardholder Data. (a) As among the Parties hereto, the Cardholder Data shall be the property of and exclusively owned by the Bank. The Company acknowledges and agrees that, subject to its rights pursuant to Section 17.2, it has no proprietary interest in the Cardholder Data.
(b) The Program Privacy Policy applicable to the Cardholder Data is attached as Schedule 6.2(b) hereto. Any modifications to the Program Privacy Policy shall be approved by the Strategic Operating Committee, provided that, the Program Privacy Policy shall comply with Applicable Law at all times and shall not provide for any reduction in the access to, or disclosure or use of Cardholder Data by the Company and its Affiliates as compared with the Program Privacy Policy in effect on the Effective Date.
(c) The Bank may use the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy [(****]).
(d) The Bank shall not, directly or indirectly, sell, transfer, or rent (or permit others to do same), the Cardholder Data, and shall not, directly or indirectly, disclose the Cardholder Data, except for disclosure in compliance with Applicable Law and the Program Privacy Policy solely:
: (i) [****].)
(e) Subject From and after the Effective Date, subject to Applicable Law and the Program Privacy Policy, the Bank shall provide the Company with unlimited access, through the Bank’s data analysts, to all Cardholder Data obtained by the Bank in connection with the Program, which includes at least the items listed below as set forth in greater detail on Schedule 6.2(e). In addition, subject to Applicable Law, and as reasonably requested by the Company, [the Bank shall provide the Company with an updated copy of the master file or such elements thereof as may be requested by the Company. (****]:
) (i) [****]. [)
(f) (****])
(fg) [(****].
(g) [****].)
(h) The Company may disclose the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy solely:
(i) to its Service Providers authorized in accordance with this Agreement solely on a “need to know” basis in connection with a permitted use of the Cardholder Data pursuant to Section 6.2(g), [(****];)
(ii) to its Affiliates (including, for this purpose, the ▇▇▇▇ Group) and its and their Representatives on a “need to know” basis in connection with a permitted use of the Cardholder Data pursuant to Section 6.2(g); [(****];)
(iii) to any Governmental Authority with authority over the Company or its Affiliates, or their respective Service Providers [(****]; or)
(iv) as otherwise permitted by Applicable Law and the Program Privacy Policy; [(****]).
(i) With respect to the sharing, use and disclosure of the Cardholder Data following the termination of this Agreement:
(i) the rights and obligations of the Parties under this Section 6.2 shall continue through any Termination Period and, if applicable, any interim servicing period pursuant to Section 17.2(h);
(ii) if the Company exercises its purchase rights under Section 17.2, the Bank shall transfer its right, title and interest in the Cardholder Data to the Company or its Nominated Purchaser as part of such transaction, and the Bank’s right to use and disclose the Cardholder Data shall terminate upon the termination of the Termination Period and, promptly following such termination of the Termination Period, the Bank shall return or destroy all Cardholder Data and shall certify such return or destruction to the Company upon request; provided, however, that, if the Bank is obligated to retain any Cardholder Data pursuant to requirements of Applicable Law or the Bank’s disaster recovery plan, or internal retention policies, the Bank shall maintain the strict confidentiality and security of such Cardholder Data and shall not use such Cardholder Data for any other purpose; provided further, that if the Bank is performing interim servicing for the Nominated Purchaser pursuant to Section 17.2(h), the Bank may continue to use Cardholder Data to the extent necessary to perform such servicing; and
(iii) if the Company provides notice that it shall not exercise its purchase rights under Section 17.2, or otherwise fails to exercise its option within the time period specified in Section 17.2, the Company’s right to use and disclose the Cardholder Data shall terminate, and the restrictions hereunder on the Bank’s use and disclosure of Cardholder Data shall terminate, except that in no event may the Bank or any of its Affiliates disclose Cardholder Data to any retailer or use Cardholder Data in any way for the benefit of any retailer or retail credit card program or in any manner inconsistent with the limitations on the Bank’s rights to dispose of the Program Assets pursuant to Section 17.4. The foregoing provisions shall in no way be construed as to extend the Bank’s rights to use the Company Licensed Marks, the Company’s name or any Intellectual Property of the Company, all of which rights shall be expressly limited as set forth in Article X and shall terminate as set forth in Section 17.4(c).
Appears in 1 contract
Sources: Credit Card Program Agreement (Signet Jewelers LTD)
Cardholder Data. (a) As among the Parties heretobetween Bank and Kohl’s, the Cardholder Data shall be the property of and exclusively owned by the Bank. The Company Kohl’s acknowledges and agrees that, subject to its rights pursuant to Section 17.2, that it has no proprietary interest in the Cardholder Data.. [*]
(ba) The Program Privacy Policy privacy policy applicable to the Cardholder Data is the Program Privacy Policy attached as Schedule 6.2(b6.3(b) hereto. Any modifications to the Program Privacy Policy shall be approved mutually determined by the Strategic Operating Committeeparties pursuant to Sections 3.3 - 3.6, provided that, that the Program Privacy Policy shall comply with Applicable Law at all times and times.
(b) Bank shall not provide for any reduction in the access touse, or disclosure or use of permit to be used, Cardholder Data by the Company and its Affiliates Data, except as compared with the Program Privacy Policy provided in effect on the Effective Date.this Section 6.3. [*]
(c) The Bank may use the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy [****].
(d) The Bank shall not, directly or indirectly, sell, transfernot disclose, or rent (or permit others to do same)be disclosed, the Cardholder Data, and shall not, directly or indirectly, disclose the Cardholder Data, except for disclosure as provided in compliance with Applicable Law and the Program Privacy Policy solely:this Section 6.3(d). [*]
(id) Subject to Sections 6.3(f) and 6.4, any Cardholder Data provided by Bank to Kohl’s under this Agreement, or otherwise obtained by Kohl’s, in connection with its activities as a servicer for Bank under the Program, may be used and disclosed by Kohl’s solely as permitted by this Agreement solely for purposes of monitoring and overseeing the Program, [****].
(e) Subject to Applicable Law and the Program Privacy Policy, the Bank shall provide the Company with unlimited access, through the Bank’s data analysts, to all Cardholder Data obtained by the Bank in connection with the Program, which includes at least the items listed below as set forth in greater detail on Schedule 6.2(e). In addition, subject to Applicable Law, and as reasonably requested by the Company, [****]:
(i) [****]. [****]
(f) Subject to Section 6.4, Kohl’s shall not use, or permit to be used, Cardholder Data, except as provided in this Section 6.3(g). [****].
(g) [****].
(hSubject to Section 6.3(f) The Company and Section 6.4, Kohl’s shall not disclose, or permit to be disclosed, the Cardholder Data, except as provided in this Section 6.3(h). Kohl’s may disclose the Cardholder Data in compliance with Applicable Law and the Program Privacy Policy solely:
(i) to its Service Providers authorized in accordance with this Agreement solely on a “need to know” basis subcontractors in connection with a permitted use of the such Cardholder Data pursuant under Section 6.3(g); provided that (A) each such subcontractor agrees to be bound by this Section 6.2(g)6.3, [****]or a comparable contractual commitment with the same effect, and (B) Kohl’s shall be responsible for the compliance of each such subcontractor with the terms of this Section 6.3;
(ii) to its Affiliates (including, for this purpose, the ▇▇▇▇ Group) and its Affiliates’ employees, agents, attorneys and their Representatives on accountants with a “need to know” basis know such Cardholder Data in connection with a permitted use of the such Cardholder Data pursuant to under Section 6.2(g6.3(g); [****];provided that (A) any such Person is bound by terms substantially similar to this Section 6.3 as a condition of employment or of access to Cardholder Data or by professional obligations imposing comparable terms; and (B) Kohl’s shall be responsible for the compliance of each such Person with the terms of this Section 6.3; or
(iii) to any Governmental Authority with authority over the Company or its Affiliates, or their respective Service Providers Kohl’s [****]; or
(iv) as otherwise permitted by Applicable Law and the Program Privacy Policy; [****].
(ih) With respect to the sharing, use and disclosure of the Cardholder Data following the termination of this Agreement:
(i) the The rights and obligations of the Parties parties under this Section 6.2 6.3 shall continue through any Termination Period and, if applicable, any interim servicing period pursuant to Section 17.2(h);Period.
(ii) if the Company exercises its If a purchase rights under of Program Assets is consummated pursuant to Section 17.216.2, the Bank shall transfer its right, title and interest in the Cardholder Data to the Company Kohl’s or its Nominated Purchaser as part of such transaction, and the Bank’s right to use and disclose the Cardholder Data shall terminate upon the termination of the Termination Period and, promptly following such termination of the Termination Period, the and in no event shall Bank shall return or destroy all Cardholder Data and shall certify such return or destruction to the Company upon request; provided, however, that, if the Bank is obligated to retain solicit any Cardholder Data pursuant to requirements of Applicable Law or the Bank’s disaster recovery planfor any loan, product, or internal retention policies, service on the Bank shall maintain the strict confidentiality and security basis of such Person’s status as a Cardholder Data and shall not use such Cardholder Data for or any other purpose; provided further, that if information obtained in connection with the Bank is performing interim servicing for the Nominated Purchaser pursuant to Section 17.2(h), the Bank may continue to use Cardholder Data to the extent necessary to perform such servicing; andProgram without Kohl’s prior written consent.
(iii) if the Company provides notice that it shall not exercise its purchase rights under Section 17.2, or otherwise fails to exercise its option within the time period specified in Section 17.2, the Company’s right to use and disclose the Cardholder Data shall terminate, and the restrictions hereunder on the Bank’s use and disclosure of Cardholder Data shall terminate, except that in no event may the Bank or any of its Affiliates disclose Cardholder Data to any retailer or use Cardholder Data in any way for the benefit of any retailer or retail credit card program or in any manner inconsistent with the limitations on the Bank’s rights to dispose of the Program Assets pursuant to Section 17.4. The foregoing provisions shall in no way be construed as to extend the Bank’s rights to use the Company Licensed Marks, the Company’s name or any Intellectual Property of the Company, all of which rights shall be expressly limited as set forth in Article X and shall terminate as set forth in Section 17.4(c).[*]
Appears in 1 contract