Common use of Inserts; Statement Messages Clause in Contracts

Inserts; Statement Messages. (a) Retailers, acting collectively, may elect to provide to Bank (at the address so stated by Bank and using Bank’s insert requirements as outlined in the specifications provided to Retailers from time to time) up to [***] inserts per billing statement generated by Bank in respect of each Private Label Account and up to [***] inserts per billing statement generated by Bank in respect of each Co-brand Account (all such Retailer-provided inserts, “Retailer Inserts”). Retailers are solely responsible for the costs of producing such Retailer Inserts, subject to payment or reimbursement from the Marketing Fund to the extent agreed to in accordance with Section 2.05(b). Bank shall have prior approval for any Retailer Inserts [***]. Unless otherwise agreed to by the parties, Bank and Retailers shall use one (1) of the [***] inserts for each Co-brand Account billing statement to market strategies designed to promote the use of Co-brand Credit Cards for Co-brand Non-Retailer Purchases (each such insert shall be subject to the mutual agreement of both parties and the cost of such inserts shall be applied against the Marketing Fund). Retailers are responsible for the proper delivery, size and weight requirements of all Retailer Inserts and for the supply of the related insert stock, all in accordance with Bank’s specifications. The insertion service by Bank will be at no cost to Retailers as long as all insert requirements set forth in the specifications have been met by Retailers provided, however, that if the Retailer Inserts cause the postage payable to exceed the postage otherwise payable by Bank, then Retailers shall reimburse Bank for such excess postage cost. At Retailers’ request, and subject to Bank’s ability to comply in accordance with its standard segmentation capabilities, Bank shall distinguish among customer groups and distribute Retailer Inserts accordingly. Notwithstanding the foregoing, any insert required by Applicable Law shall take precedence over any or all Retailer Inserts. Bank shall be responsible for all costs associated with any inserts required by Applicable Law or due to a change in credit card terms and conditions as described in Section 3.02 hereof. [***]. Retailer Inserts will not be included in any billing statement unless Retailers shall have provided such Inserts to Bank at least [***] (or such longer time as Bank may from time to time specify) prior to the scheduled mailing date for such insert. Notwithstanding anything to the contrary, Retailers may provide Bank with a final Retailer Insert to be included in the first billing statement sent to Cardholders after the last day of the Operation Period, the content of which shall be subject to the prior approval of Bank, which approval shall be limited to compliance with Applicable Law and shall not be unreasonably withheld. Such final insert must be provided to Bank not less than [***] prior to the scheduled mailing date for such insert. (b) Subject to Applicable Law and Bank’s ordinary course statement message requirements, during the Operation Period, Bank shall make available to Retailers, acting collectively, a space for a message to be provided by Retailers on each billing statement generated by Bank in respect of Active Accounts sent to Cardholders during such month. If more than one space is available for a message on each such billing statement, then Bank agrees to grant Retailers the option of utilizing such additional space for additional messages. Any such messages shall be included at no charge to Retailers. Bank may elect to include one or more of its own messages on any billing statement which messages shall be submitted to Retailers for their prior review and comment, provided that any message which, in Bank’s reasonable judgment is necessary or desirable to comply with Applicable Law shall not be delayed by Retailers’ review. Bank agrees to use reasonable efforts to advise Retailers if billing statement messages will not be available to Retailers during any period. Bank shall have prior approval for any billing statement message, [***]. Notwithstanding anything herein to the contrary, billing statement messages will not be included on any billing statement unless Retailers shall have provided the text of such requested statements to Bank at least fifteen (15) days (or such longer time as Bank may from time to time specify) prior to the scheduled mailing date for such billing statement.