Terms and Conditions (2024)

VICTORIA'S SECRET & PINK COLLECTIVE REWARDS PROGRAM TERMS AND CONDITIONS

Last Updated: 06/01/2023

PLEASE READ THE FOLLOWING TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN THE VICTORIA'S SECRET & PINK COLLECTIVE REWARDS PROGRAM (THE "PROGRAM").

THIS AGREEMENT CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION AND ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. THIS ARBITRATION AGREEMENT REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATION OR SMALL CLAIMS COURT PROCEEDINGS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN A COURT PROCEEDING. PLEASE REVIEW THOSE SECTIONS CAREFULLY.

BY PARTICIPATING IN THE PROGRAM YOU AGREE TO ACCEPT THESE PROGRAM TERMS AND CONDITIONS (THE "TERMS") AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND CONSENT TO THESE TERMS AND TO THE VICTORIA'S SECRET PRIVACY POLICY, TERMS OF USE, AND ANY OTHER APPLICABLE TERMS AND AGREEMENTS RELATED TO YOUR USE OF OUR SITES AND SERVICES, ALL OF WHICH ARE EXPRESSLY INCORPORATED BY REFERENCE.

1. General Information; Definitions; Changes

The Program is a rewards-based program offered and serviced exclusively by, and at the sole discretion of, Victoria's Secret Stores & Co. and its associated retail brands, Victoria's Secret and Victoria's Secret Pink (collectively referred to as "Victoria's Secret," "we," "our," "ours," and "us"). The Program is made available only in the 50 United States, the District of Columbia, and Puerto Rico (collectively the "U.S."). Each individual participating in this Program (also referred to as "you," "your," or "Participant") agrees to be bound by these Terms. Corporations, groups, and associations are not eligible to participate in the Program. These Terms supersede all previous terms and conditions applicable to the Program or any past iteration thereof. These Terms may be supplemented with additional terms, conditions, and disclosures, including but not limited to applicable terms related to any promotional offers provided to you for use with the Program.

In general, the Program allows you to earn reward points ("Points") on the U.S. dollars you spend as described in Section 3 below. Points are redeemable for rewards ("Rewards") as specified in Section 6 below.

These Terms contain the entire understanding between you and us regarding the Program. VICTORIA'S SECRET MAY CHANGE THE PROGRAM AND THESE TERMS AT ANY TIME AND FOR ANY REASON. Accordingly, we have the right to modify, add or delete all or any portion of the Terms, benefits, Rewards or Points, at any time in our sole discretion, with or without notice, even if such changes affect the value or Points you have already accumulated, the value of the Rewards and/or the time period for redemption; provided that if notice of such action is required by law, such notice will be provided in accordance with such laws. By continuing to participate in the Program, you hereby accept any changes to the Program or Terms. If the Program is terminated, all unredeemed benefits will be forfeited without any obligation or liability and will not be honored upon termination or after conclusion of the notice period, if any notice is required by law.

All information collected in connection with the Program is subject to the Victoria's Secret privacy policy, which can be accessed here. Purchases made on victoriassecret.com are subject to website Terms and Conditions/Terms of Use found here. In the event that any website Terms and Conditions/Terms of Use conflict with these Terms, these Terms control in any matter relating to the Program.

For holders of a Victoria's Secret Credit Card, PINK Credit Card, Victoria's Secret Mastercard® Credit Card or Victoria's Secret PINK Mastercard® Credit Card ("Victoria's Secret Credit Cards") who participate in the Program ("Cardholders"), these Terms are separate and independent from your Victoria's Secret Credit Card Account Agreement (the "Agreement"), which governs the use of those Victoria's Secret Credit Cards. In the event of any conflict between these Terms and your Agreement, these Terms will control in any matter relating to the Program.

2. Membership and Eligibility

General Program Participation: In order to be eligible to participate in the Program, you must be a U.S. resident, and you must be at least 18 years of age. Further, you must provide us with certain personal information (e.g., name, valid email address, home address, and phone number). Participants can enroll in the Program at checkout in any of our participating store locations, online, or at special sign-up events (such Participants are referred to as "General Participants" and, together with Cardholders, "Participants"). Limit one Participant per email address. Once enrolled, General Participants will enter the Program at Insider status and be entitled to the benefits of Insider status as set forth in Section 4 below.

Cardholder Participation: In order to participate in the Program, you must be a U.S. resident, who is approved for and becomes the holder of a Victoria's Secret Credit Card, and you must be at least 18 years of age. Existing Victoria's Secret Credit Cardholders will be automatically enrolled in the Program. Additional terms and conditions apply for Cardholders. Refer to your Agreement for more information and complete terms. For General Program Participants that become Cardholders, provided that you use the same email address for your Victoria's Secret Credit Card account, your existing Program account will be linked to your new Victoria's Secret Credit Card account.

Cardholders will enter the Program at All-Access tier status and be entitled to the benefits of All-Access tier status, unless or until VIP tier status is reached, as set forth in Section 4 below.

For Cardholders to remain eligible to receive the Cardholder benefits set forth in Section 4 below, your Victoria's Secret Credit Card account must be in Good Standing. "Good Standing" means your Victoria's Secret Credit Card account is (1) open to new charges, (2) not more than 60 days past due under the Agreement, and (3) not flagged as lost, stolen, or fraudulent according to written or electronic records. Cardholder participation in the Program will be renewed automatically each year as long as your Victoria's Secret Credit Card account is in Good Standing and we continue to offer the Program, unless you cancel your Victoria's Secret Credit Card account. Cardholders whose Victoria's Secret Credit Card account is not in Good Standing will only be eligible to participate as a General Program Participant.

Notwithstanding anything to the contrary in these Terms, we reserve the right to cancel or suspend your participation in the Program in the event of fraud, abuse of rewards privileges, suspected misuse of the Program, violation of these Terms or any applicable laws, or at our discretion. "Participation" includes Points earning, Rewards earning and redemption, and any other benefits associated with the Program. Any Points and/or Rewards associated with your account will become void at the time of cancellation. We may revoke some or all of your Points and/or Rewards if we determine that you received them due to an error, through fraud or deception, or in some other unauthorized manner. We may temporarily prohibit you from earning Points, using Points, receiving or redeeming Rewards, or using any features of the Program if we suspect that you misused the Program in any way. You may cancel your participation in the Program at any time by calling us at 1-800-411-5116 (8:00 A.M. – 2:00 A.M. EST) or by chatting with us at https://customercare.victoriassecret.com/s/. For relay service, please dial 711. Cardholders that close or cancel their Victoria's Secret Credit Card Account must still separately call or email us to cancel their participation in the Program. If you cancel your participation in the Program, you will no longer earn Points and you will forfeit your unused and unexpired Points. Your cancellation will not affect any previously issued Rewards.

3. Earning Points

You will earn Points that are applied towards generating Rewards when you make purchases of goods for personal, family, or household purposes that are tied to your Program account and made online at victoriassecret.com or in-store at a Victoria's Secret or PINK Store located within the U.S. ("Net Eligible Purchases"), subject to the following exclusions: taxes; product discounts; shipping fees; returns, refunds or credit adjustments; gift card or e-gift card purchases; services offered such as gift wrapping; and purchases made through third-party affiliates.

Points and Rewards will not be earned on purchases made at Victoria's Secret and PINK stores located outside of the U.S., or on interest or fees, cash advances, balance transfers, or checks used to access your Cardholder account.

In order to earn Points for in-store purchases, General Participants must identify themselves as a Participant by providing their loyalty Member ID associated with their Program account at checkout. When making purchases online, General Participants must sign in to their Program account prior to making any Net Eligible Purchase in order for such purchase to earn Points. Cardholders, or any authorized user, need only use their Victoria's Secret Credit Card to receive Points for Net Eligible Purchases.

General Participants, regardless of tier status, will earn 5 Points for every $1 spent on Net Eligible Purchases.

Cardholders will earn 10 Points for every $1 spent on Net Eligible Purchases made by Cardholders or authorized users when using the Victoria's Secret Credit Card and Cardholders that have obtained VIP tier status will earn or 15 Points for every $1 spent on Net Eligible Purchases made by Cardholders or authorized users when using the Victoria's Secret Credit Card.

Points are rounded up to the nearest whole number based on the item-level value of the Net Eligible Purchase times the Points multiplier of the Participant's tier. Earning calculations that end in .01 or higher will round up to the next whole point value. For instance, for a $37.65 item that is the subject of a Net Eligible Purchase, a Participant that earns 5 points per $1 spent on Net Eligible Purchases would earn 189 Points (37.65 x 5 = 188.25, rounded up to 189).

Returned items may result in credits being applied to your Program account, which will reduce Points and may result in a negative Points balance. If your Points balance goes negative, you must first earn Points to bring your Points balance to zero before any Points will be eligible for Rewards. We reserve the right to verify and adjust Points at any time. There is no maximum number of Points that may be earned per billing cycle or year.

Victoria's Secret Mastercard Credit Cardholders earn 2 Points for every $1 spent on purchases made outside of our stores and sites when they use their card for the purchase of goods for personal, family, or household purposes, minus any returns, refunds, or credit adjustments.

Mastercard Cardholders will earn 4 Points for every $1 spent on such purchases that are for Dining, Travel, and Streaming Services*

*Reward Merchant Classification Codes: Merchants who accept Mastercard are assigned a merchant classification code ("MCC"), which is determined by the merchant or its processor in accordance with Mastercard control the assignment of MCCs and are not responsible for incorrectly coded purchases. Even though a merchant or some of the items it sells may appear to fit within a certain rewards category, the merchant may not have a MCC in that category. Purchases made with third-party payment accounts, including, but not limited to, PayPal and Venmo, will not earn additional points.

From time to time, we may make special offers for you to earn additional Points on specific purchases ("Bonus Point Promotions"). The terms and conditions for any such Bonus Point Promotions (such as qualifying purchases and the number of additional Points you may earn) will be disclosed at the time of offer. Please read the terms and conditions applicable to any such Bonus Point Promotion carefully, as there may be important conditions or limitations (such as blackout periods, Point limitations or exclusions). For email only benefit offer(s), you must provide and maintain a valid email address to receive offer(s). Availability of any Bonus Point Promotion is subject to change without notice. Separate Bonus Point Promotions cannot be combined at any time and do not apply retroactively to previous purchases. Bonus Points may take up to 6 weeks to be posted to your account.

Any Points you earn are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of Rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain Victoria's Secret property at all times. Points have no "real world" or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for rewards (if any) offered via the Program. Accordingly, Points may not be sold, purchased, brokered, bartered, transferred or altered in any way by you. Any attempted transaction of such sort will automatically be void. Anyone engaging in such transactions will be liable for damages to us, including, but not limited to, consequential damages, third party damages, transaction costs, attorney's fees and court costs.

Triple Points on Bra Purchases For Cardholders

Cardholders will earn triple Points for all Net Eligible Purchases of bras, including clearance and discounted bras, at Victoria's Secret and PINK Stores within the U.S. and online at victoriassecret.com. Triple Points will be awarded for every dollar of Net Eligible Purchases on bras. That is, an All-Access Cardholder will earn 30 Points for every dollar of Net Eligible Purchases spent on bras. And a VIP Cardholder will earn 45 Points for every dollar of Net Eligible Purchases spent on bras. All other Net Eligible Purchases purchased within the same transaction that are not bra purchases will earn the Points as otherwise set forth in this Section 3 and will not earn triple Points. The Triple Points on Bra Purchases For Cardholders benefit may not be combined with any 2X Points Day benefit or other available points accelerator benefit.

4. Tier Status Details

Tier status can be reached by meeting the stated spend amount for each tier within a Program Year, as set forth in the table below. Accounts will be evaluated for upgrades daily. Once the spend threshold is met, the upgrade will occur, and the new tier status will be reflected on the Account within approximately 72 hours. The "Program Year" runs from January 1 to December 31; however, the first Program Year runs from February 1 to December 31, 2023. Upgrades are based on Net Eligible Purchases at Victoria's Secret and PINK stores in the U.S. and on victoriassecret.com within a Program Year. However, spend towards tier evaluation will exclude tax; shipping; gift card purchases; services offered (e.g., gift-wrapping); and purchases made outside of Victoria's Secret, including purchases made through third-party affiliates.

A Cardholder's Credit Card account must be in Good Standing in order to elevate tiers and receive the additional Cardholder benefits associated with that tier. Below is a description of how to qualify for, and a complete list of, benefits* associated with each tier:

Cardholders receive the following additional benefits*:

*You must provide and maintain a valid email address to receive email-only benefit offer(s). All benefit offer(s) will be emailed to the email address associated with Participant's Program account or Cardholder's Victoria's Secret Credit Card account. Review offer for full details and exclusions.

5. Maintaining Tier Status

Insiders will remain at this tier status until a higher qualifying tier status is reached. Once a Participant has reached All-Access or VIP tier status, the upgraded tier status is applicable for the remainder of the Program Year in which the tier status was reached and for one subsequent Program Year, during and after which annual requalification is required.

6. Rewards

Participants will receive a $10 Reward for every 2,000 Points earned. Rewards are subject to change without notice (subject to notification requirements). Rewards are redeemable only for the specified dollar amount off qualifying purchases, as indicated on your Reward, at Victoria's Secret and PINK stores in the U.S. and online at www.victoriassecret.com or through our app. Once a Reward has been issued, your Points balance will be reduced by the number of Points used to obtain the Reward.

Rewards and benefits (e.g., anniversary and birthday gifts) will be emailed to the email associated with your Program or Victoria's Secret Credit Card account, or made available in our app upon log-in, within six (6) weeks after you achieve a Reward.

Rewards expire ninety (90) days from the date they are issued. Please review the expiration date on your Reward.

When redeeming a Reward, the value of the qualifying purchase must be equal to or greater than the value of the total Reward(s) being used. Each Reward may only be applied toward and used for a single qualifying purchase. We may limit the number of Rewards that can be redeemed on a single transaction. Any additional exclusions or limitations for use of Rewards will be provided to you upon receipt of the Reward. Rewards have no cash value and cannot be credited to an account, redeemed for cash, applied to a previous purchase or used for purchasing gift cards or e-gift cards. Selling Rewards is prohibited. The value of Rewards will not be refunded on a merchandise return in stores, or on a return, exchange or cancellation online. We are not responsible for lost or stolen Rewards. Any additional exclusions or limitations for use of Rewards will be provided to you upon receipt of the Reward.

To the extent permitted by applicable law, we may cancel any earned or outstanding Rewards if we become insolvent, unable to pay our debts when due, file an action under the U.S. Bankruptcy Code or have such an action filed against us.

Points expire 12 months from the date on which they are earned. Once Points expire, they will no longer apply toward Reward generation. You will also forfeit your unused and unexpired Points if you attempt to violate the prohibitions on the transfer of Points, selling or attempting to sell Points.

7. Communications, Program Activity, and Customer Service

We may communicate with you regarding matters related to the Program, such as matters concerning your account and special offers, by mail, telephone, or electronic communication. We are not responsible for communications, including Rewards, lost due to change of address or other contact information. Note that updating your contact information under the Program will not update any contact information associated with your Victoria's Secret Credit Card account. Even if you opt-out of marketing materials from Victoria's Secret, if your Program or Victoria's Secret Credit Card account is still active, you will continue to receive relationship/operational emails related to the Program unless your Program or Victoria's Secret Credit Card account is cancelled.

You can view your Program activity online at https://www.victoriassecret.com/us/account/signin. For any questions regarding the Program, you can call us at 1-800-411-5116 (8:00 A.M. – 2:00 A.M. EST) or chat with us at https://customercare.victoriassecret.com/s/. For relay service, please dial 711.

8. Points Disputes

If Points you believe were earned have not timely posted to your Points balance, you may dispute your Points balance ("Points Dispute") by calling 1-800-411-5116 (8:00 A.M. – 2:00 A.M. EST) or by contacting us at https://customercare.victoriassecret.com. For relay service, please dial 711. Points Disputes may also be submitted in writing to Victoria's Secret, North American Office, P.O. Box 16598, Columbus, Ohio 43216-6589. We will use reasonable efforts to investigate your Points Dispute if you notify us within 90 days of the applicable purchase date. If you do not notify us within that period, you waive your right to make a Points Dispute with respect to that purchase. We may require you to provide written confirmation of the Points Dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt. Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute. Your sole and exclusive remedy, and our maximum liability to you, in the event you prevail in a Points Dispute, is for us to credit the disputed Points to your Points balance. For Cardholders, please note that the dispute rights with respect to your Credit Card account under the Agreement do not apply to these Terms or to your rights and remedies under these Terms, which are solely as set forth in these Terms.

9. LIMITATIONS OF LIABILITY AND DAMAGES

Solely for purposes of this Section 9, "Victoria's Secret" includes Victoria's Secret Stores & Co. and its associated retail brands, Comenity Bank, which services the Program for Cardholders, and each of their respective parents, subsidiaries, affiliates, predecessors, successors and assigns, and each of their respective officers, directors, employees and agents.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE PROGRAM AND ALL PRODUCTS AND SERVICES PURCHASED THROUGH OR OTHERWISE PROVIDED BY VICTORIA'S SECRET ARE PROVIDED ON AN "AS IS" BASIS. VICTORIA'S SECRET DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. VICTORIA'S SECRET DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VICTORIA'S SECRET SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR PARTICIPATION IN OR INABILITY TO PARTICIPATE IN THE PROGRAM.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VICTORIA'S SECRET FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS.

To the fullest extent permitted by applicable law, the foregoing limitations of liability will apply even if any of the foregoing events or circ*mstances were foreseeable and even if Victoria's Secret was advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).

Notwithstanding the foregoing, to the fullest extent permitted by applicable law, any liability that Victoria's Secret may have to you in connection with the Program shall be limited to the amount of any Rewards you have earned in accordance with these Terms.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER PARTY, THEN YOU OR WE MUST COMMENCE SUCH DISPUTE (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR SUCH DISPUTE WILL BE FOREVER BARRED. "Commence" means, as applicable: (i) by delivery of written notice as set forth above in Section 10(A); (ii) filing for arbitration as set forth in Section 10(B); or (iii) filing an action in state, Federal or provincial court. Notwithstanding anything to the contrary herein, this contractual limitations period shall not apply with respect to Disputes arising out of or in connection with the actual or alleged intellectual property rights of Victoria's Secret.

10. DISPUTE RESOLUTION

Please read this section carefully – it may significantly affect your legal rights. It contains procedures for mandatory pre-dispute resolution, binding arbitration, and jury trial and class action waiver.

In the unlikely event that we have a dispute that cannot be resolved through customer service, you and we agree to these provisions. You and we may each be referred to herein as a "party" and collectively as the "parties."

A. Mandatory Informal Dispute Resolution Process

If any controversy, allegation, or claim arises out of or relates to the Program or these Terms or any aspect of your relationship with us (excluding any Points Disputes, which are addressed in Section 8; a "Dispute"), whether heretofore or hereafter arising, then you and we agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding. Dispute shall be interpreted broadly.

If you or we intend to initiate an arbitration proceeding, you or we must first send a written notice to the other providing a detailed description of the Dispute; your name and contact information (address, telephone number, and email address) or our contract information; sufficient information to enable you or us to identify any transaction at issue; and a detailed description of (1) the nature and basis of any claims, and (2) the nature and basis of the relief sought, with a detailed calculation for it. Your notice to us must be personally signed by you (and your attorney if you are represented). Our notice to you will be personally signed by our representative (and our attorney if we are represented). If requested by us in connection with a notice initiated by you, you must personally appear at and participate in an individualized telephone settlement conference (if you are represented by an attorney, your attorney may also participate) to discuss the Dispute in a good faith effort to resolve it. If requested by you in connection with a notice initiated by us, our representative must personally appear at and participate in an individualized telephone settlement conference (if we are represented by an attorney, our attorney may also participate).

Your notice to us must be sent via email to: generalcounselvs@victoria.com. Our notice to you will be sent to you based on the most recent contact information that you have provided to us. For a period of sixty (60) days from the date of receipt of a fully completed notice from the other party, we and you will engage in a good faith dialogue in order to attempt to resolve the Dispute. If the Dispute is not resolved within sixty (60) days after receipt of the fully completed notice (which period can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is a condition precedent to initiating arbitration. The party initiating arbitration must include as part of the demand for arbitration a personally signed certification of compliance with the informal dispute resolution process (if you initiate arbitration, then the certification must be signed by you and by your attorney, if you are represented; if we initiate arbitration, then the certification must be signed by our representative and our attorney, if we are represented).

The sole exceptions to the requirement to arbitrate are that: (1) either party may elect to have individual claims heard in small claims court if those claims otherwise qualify for small claims court and as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction; and (2) each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Any applicable statute of limitations shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, it may be decided by a court at either party's election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

B. Binding Arbitration.

If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the fully completed notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND VICTORIA'S SECRET (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT—INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH OR PROVIDED BY VICTORIA'S SECRET OR ADVERTISING MADE AVAILABLE BY VICTORIA'S SECRET. Dispute shall be interpreted broadly. For U.S. residents, the Federal Arbitration Act ("FAA"), not state law, shall govern the arbitrability of all Disputes, including the "No Class Action Matters" set forth in Section 10(D) below. If you reside in the U.S. (and as applicable to U.S. residents), you agree that this constitutes a transaction in interstate commerce and certain portions of this Section 10 are deemed to be a "written agreement to arbitrate" pursuant to the FAA. You and Victoria's Secret agree that we intend that this Section 10 satisfies the "writing" requirement of the FAA. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS. Victoria's Secret and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 10(G) below, shall apply to and govern, as appropriate, any and all Disputes arising between you and Victoria's Secret without regard to any jurisdiction's choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Consumer Arbitration Rules ("Rules") of the American Arbitration Association ("AAA") except as modified herein, and the arbitration will be administered by the AAA consistent with these Terms. If the AAA is unavailable or unwilling to administer the arbitration consistent with these Terms, then the parties agree that the arbitration will be administered by National Arbitration and Mediation ("NAM") under its then-current rules as modified by these Terms. If NAM is unavailable or unwilling to administer the arbitration consistent with these Terms, the parties will work together in good faith to agree on an arbitration administrator that will do so consistent with these Terms. If the parties cannot agree on an arbitration administrator, then they will petition a court of competent jurisdiction to appoint one that will administer the arbitration consistent with these Terms. The AAA rules are available at https://www.adr.org/Rules. The NAM rules are available at https://www.namadr.com/resources/rules-fees-forms. If you have any questions about how to access information about the AAA or NAM, please contact them (their up-to-date contact information is available on their websites) or Victoria's Secret at generalcounselvs@victoria.com.

To begin an arbitration proceeding, after satisfying the informal process identified in Section 10(A) above, you or we must (1) send a personally signed demand for arbitration that describes (a) the nature and basis of the claims, and (b) the nature and basis of the relief sought, including a detailed calculation for it; (2) send the signed certification of completion of the process in Section 10(A); and (3) contact the AAA, NAM, or the applicable court-appointed arbitration administrator and follow the appropriate procedures to commence the arbitration. Victoria's Secret and you, if you or we are represented by an attorney in connection with your or our arbitration demand, agree that any arbitration demand must also be signed by your or our attorney. By signing the arbitration demand, the attorney certifies to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to impose any sanctions available under Federal Rule of Civil Procedure 11. Your demand for arbitration must be sent to us via email at: generalcounselvs@victoria.com. Our demand for arbitration to you will be sent to you based on the most recent contact information that you have provided to us.

Except as provided below, you may choose to have the arbitration conducted by phone, video, in-person or through written submissions, except any Dispute over $50,000 shall have an in-person or video hearing. We reserve the right to request a hearing in any matter from the arbitrator. If you initiate arbitration, then you agree to personally appear at any in-person, video, or telephonic hearing (along with your attorney if you are represented). If we initiate arbitration, then Victoria's Secret agrees to have a representative appear at any in-person, video, or telephonic hearing (along with our attorney if we are represented). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed location. The arbitrator shall be located in reasonable proximity to you or the mutually agreed location if a hearing is required or requested consistent with the above.

Arbitration fees shall be governed by the applicable arbitration administrator rules, unless they are authorized by law or the arbitrator determines that a claim or proceeding was frivolous or brought for an improper purpose or in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); but if applicable arbitration rules or laws require Victoria's Secret to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Victoria's Secret will have the right to elect to pay the fees and costs and proceed to arbitration. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator after entry of an award.

The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis. The arbitrator shall issue a reasoned written award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. Except as expressly provided herein, all issues, including scope, are for the arbitrator to decide. The arbitration award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. This arbitration provision shall survive termination of these Terms and your participation in the Program.

C. Injunctive Relief.

The foregoing provisions of this Section 10 will not apply to any legal action taken by Victoria's Secret to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Program, its services, user content, and/or Victoria's Secret's intellectual property rights (including such Victoria's Secret claim that may be in dispute), Victoria's Secret's operations, and/or Victoria's Secret's products or services.

D. No Class Action Matters.

YOU AND VICTORIA'S SECRET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. This Section 10(D) (the class action waiver) is an essential part of these Terms. If, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for public injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section 10, the arbitrator may not issue a "public injunction" and any such "public injunction," if permitted, may be awarded only by a federal or state court. In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this "No Class Action Matters" section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

E. Jurisdictional Issues.

Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute arising hereunder may only be instituted in state or federal court in Franklin County, Ohio. Accordingly, you and Victoria's Secret consent to the exclusive personal jurisdiction and venue of such courts for such matters.

F. Small Claims Matters Are Excluded from Arbitration Requirement.

Notwithstanding the foregoing, either of us may elect to have heard a qualifying claim or Dispute in small claims court of competent jurisdiction as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction and advances only on an individual (non-class, non-representative basis).

G. Governing Law and Forum.

Except as expressly provided above, these Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute will be resolved in accordance with the laws of the State of Ohio, without regard to its conflicts of law provisions. To the fullest extent permitted by law, to the extent any matter proceeds in court, except for small claims court as set forth above, you consent to the exclusive jurisdiction of the federal and state courts located in Franklin County, the State of Ohio.

H. Additional Procedures for Mass Arbitration.

If your claim is part of twenty-five {25} or more similar claims asserted against Victoria's Secret by the same or coordinated counsel or are otherwise coordinated, you understand and agree that these additional procedures apply and the resolution of your Dispute might be delayed. You agree to the following staged process and application of the AAA Multiple Consumer Case Filing Fee Schedule (or NAM fee schedule). Your counsel and Victoria's Secret shall each select twenty-five {25} cases (per side) to proceed in individual arbitration proceedings as part of an initial staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the first set of fifty {50} individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the initial fifty {50} proceedings, each side shall select another twenty-five {25} cases (per side) to proceed to individual arbitration proceedings as part of a second staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the second set of fifty {50} individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the second set of fifty {50} proceedings, this staged process shall continue, consistent with the parameters set forth above, except that the parties may elect to meet and confer to discuss increasing the number of cases to proceed in each set of staged proceedings or to otherwise modify the procedures to resolve the remaining claims as informed by the prior arbitration proceedings. A single arbitrator shall preside over each case, and the same arbitrator may not be assigned to more than one case in any given set of fifty {50} (or more should the parties agree) proceedings unless the parties agree otherwise. The arbitrators assigned to each set of proceedings shall not be identical. This staged process shall continue, consistent with the parameters identified above, until all the claims included in the mass arbitration, including your case, are adjudicated, settled, withdrawn, or otherwise resolved. You agree that Victoria's Secret may request an in-person, video, or telephonic hearing from the arbitrator when your claim is selected to move forward as part of a staged process. If a hearing is required, you agree that you will personally appear (with your attorney if you are represented). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this process from the time the first cases are selected for a staged process until the time your case is selected to proceed as part of a staged process, settled, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands. The parties agree to participate in this process in good faith. Consistent with these additional procedures, the parties may elect to meet and confer, enter into a "cooling off" period, and/or further mediate any or all of the remaining claims at any time or to discuss and potentially agree to modifications to this process to ensure efficiency and an open dialogue throughout this process.

I. Waiver of Injunctive or Other Equitable Relief.

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF VICTORIA'S SECRET.

J. Future Changes to Dispute Resolution Section.

Notwithstanding any provision to the contrary, we agree that if Victoria's Secret makes any future changes to this Section 10 (other than a change to the email address), you may reject any such change by sending us written notice within thirty (30) days of the change to the email address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section 10.

11. Not Transferable

Points are not your property and are not transferable to anyone by operation of law or otherwise. Points may not be transferred between accounts issued by us, may not be transferred upon death or as part of any domestic relations legal proceedings, and may not be brokered, bartered, sold or transferred in any way. Any attempted transaction of such sort will automatically be void. Anyone selling, purchasing, brokering, bartering, transferring, or altering Points, either wholly or partially, shall be liable for payment of the applicable full retail price of any Rewards obtained with them, as well as all damages, including, but not limited to, consequential damages, transaction costs, and litigation costs (including attorneys' fees and costs at trial and on appeal and in any bankruptcy proceeding). Any brokered, bartered, altered, sold, or purchased Points shall likewise be void and may be deducted from your Points balance. Any violation of these provisions will result in termination of your eligibility to participate in the Program and forfeiture of any unredeemed Rewards.

12. Taxes

You are solely responsible for any applicable taxes arising out of or related to your participation in the Program. Consult your tax advisor concerning such tax consequences.

13. Governing Law

The Program is not available where and to the extent prohibited by law. Except as otherwise provided herein, if any part of these Terms conflict with applicable law or are otherwise invalid, that provision will be deemed severed from these Terms and the remainder of the Terms will remain in effect. We will not lose our rights under these Terms because we choose to delay or not enforce them. The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of Ohio, without regard to its conflicts of law provisions.

14. General Provisions

A. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of our website's security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any additional terms (e.g., website terms of use); (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms; and (vi) discontinue the Program, in whole or in part, or, except as may be expressly set forth in any additional terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any additional terms. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any additional terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any additional terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and dispute resolution (including no class action, and mandatory arbitration).

B. Assignment. We may assign our rights and obligations under these Terms and any additional terms, in whole or in part, to any party at any time without any notice. These Terms and any additional terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Victoria's Secret.

C. Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Program, and you will be responsible for all charges related to them.

THE FOLLOWING TERMS APPLY ONLY TO VICTORIA'S SECRET CREDIT CARD HOLDERS WHO DO NOT RESIDE IN AN ELIGIBLE AREA

Victoria's Secret Credit Card Rewards Program Terms and Conditions for Credit Cardholders who do not reside in an Eligible Area ("Cardholder Program Terms")

Last Updated: 02/22/2023

Important note: These Cardholder Program Terms contain provisions that limit our liability to you, eliminate your right to a trial by jury, require you to resolve disputes with us on an individual basis and not as a part of any class or representative action, and through final and binding arbitration. Review the Dispute Resolution section (Section 17) below for details on your agreement to arbitrate disputes.

FOR CARDHOLDERS WHO RESIDE IN AN ELIGIBLE AREA, THE VICTORIA'S SECRET & PINK COLLECTIVE REWARDS TERMS APPLY. THESE CARDHOLDER PROGRAM TERMS ONLY APPLY TO CARDHOLDERS WHO DO NOT RESIDE IN AN ELIGIBLE AREA.

Please read these Cardholder Program Terms carefully for important information about your rights and obligations in the Victoria's Secret Credit Card Rewards Program Terms ("Cardholder Program"). By participating in the Program and/or receiving Cardmembers Benefits, you agree to these Cardholder Program Terms. In these Cardholder Program Terms, "Cardmembers", "Cardholder", "Participant", "you" and "your" mean a Credit Card Account holder who does not reside in an Eligible Area. "Bank" shall mean Comenity Bank or its assignees. "We" "our," "ours," "us," and "Victoria's Secret" mean Victoria's Secret Stores Brand Management, Inc. or its affiliates or assignees. Other capitalized words not specifically defined have the same meaning as in your Credit Card Account Agreement.

The Victoria's Secret Credit Card Rewards Program "Cardholder Program" is provided and serviced by Victoria's Secret Stores & Co. The purpose of the Cardholder Program is to reward customers for certain uses of their Victoria's Secret Credit Card, PINK Credit Card, Victoria's Secret Mastercard® Credit Card or Victoria's Secret PINK Mastercard® Credit Card (each, a "Card") serviced by Comenity Bank for ("Comenity Bank"). Victoria's Secret may withdraw the Cardholder Program or change the terms of the Cardholder Program at any time (subject to notification requirements), including the right to discontinue or change the benefits of the Cardholder Program. If any changes are made to these Cardholder Terms or the Cardholder Program, new terms will be posted and/or notification will be posted at https://www.victoriassecret.com/us/the-collective/terms-and-conditions.

These Cardholder Program Terms may be supplemented with additional terms, conditions, and disclosures, including, but not limited to, applicable terms related to any promotional offers provided to you for use in connection with the Cardholder Program (collectively, "Additional Terms").

Important changes to the Cardholder Program effective 02/22/2023: Earn 5% back (10 points for every $1 spent) on purchases made with your Victoria's Secret Credit Card, Victoria's Secret Mastercard® Credit Card, Victoria's Secret PINK Mastercard® Credit Card or PINK Credit Card at Victoria's Secret and PINK stores within the United States and online at victoriassecret.com. Earn 3x points (30 points) per $1 spent on all bra purchases at Victoria's Secret and PINK stores and online at victoriassecret.com. For every 2,000 points earned (e.g., 10 points X $200 spent = 2,000 points), you will be eligible to receive a $10 reward certificate, which is equivalent to 5% back in rewards (e.g., $200 spent X 0.05 = $10). Gold Cardmembers earn 7.5% back (15 points for every $1 spent and 45 points per $1 spent on all bra purchases at Victoria's Secret and PINK stores and online at victoriassecret.com). For every 2,000 points earned (e.g., 15 points X $133.34 spent = 2,000 points), you will be eligible to receive a $10 reward certificate, which is equivalent to 7.5% back in rewards (e.g., $133.34 spent X 0.075 = $10).

1. General Information; Definitions; Changes:

The Cardholder Program allows you to earn reward points ("Points") on the U.S. dollars you or an authorized user spends as described in the "Earning Points" section using your Victoria's Secret Credit Card account (your "Account"). Points may be generated by you and anyone you authorize to use the Account. Points are redeemable for The Victoria's Secret Credit Card Rewards Certificates/PINK Card Rewards Certificates ("Rewards") as specified in the Earning Points section.

These Cardholder Program Terms are separate and independent from your Victoria's Secret Credit Card Account Agreement (your "Account Agreement"), which governs the use of your Card. In the event of any conflict between these Cardholder Program Terms and your Account Agreement, these Cardholder Program Terms will control in any matter relating to the Cardholder Program. All information collected in connection with the Cardholder Program is subject to the Victoria's Secret privacy policy, which can be obtained here. Purchases made on victoriassecret.com are subject to website Terms and Conditions/Terms of Use found here. In the event that any website Terms and Conditions/Terms of Use conflict with these Cardholder Program Terms, these Cardholder Program Terms will control.

We may temporarily prohibit you from earning Points, using Points, receiving or redeeming Rewards, or using any features of the Cardholder Program if: your Account becomes delinquent; the Bank suspects that you or any authorized user has engaged in fraudulent activity related to your Account or the Cardholder Program; or we suspect that you misused the Cardholder Program in any way.

All Cardholder Program rules apply to Cardholder Program participation, Point offers, Point accrual, Point redemption, status points, rewards and benefits. Participation is subject to any terms and conditions, rules, policies and procedures that Victoria's Secret may at its discretion change at any time, with or without notice to you. The Cardholder Program is provided by Victoria's Secret, and Victoria's Secret reserves the right to terminate the Cardholder Program or change any aspect of the Cardholder Program, including, but not limited to, the Cardholder Program terms, benefits, conditions of participation, Reward Level (defined in the Earning Points section), or Points levels, in whole or in part, at any time, with or without notice to you.

2. Eligibility; Withdrawal of Cardholder Program:

To participate in the Cardholder Program, you must meet the eligibility requirements for obtaining a Card, which are incorporated herein by this reference. You will be automatically enrolled in the Cardholder Program when the Bank opens your Account. You may cancel your participation in the Cardholder Program in accordance with the Cancelling Cardholder Program Participation section (Section 14). Notwithstanding anything to the contrary in these Cardholder Program Terms, in addition, we reserve the right to approve, deny or revoke Participation in the Cardholder Program to any individual for any non-discriminatory reason whatsoever. We may remove you from the Cardholder Program for misuse of the Cardholder Program, which we will determine in our sole discretion. Account behavior, including, but not limited to, the amount of purchases made, purchases returned, points earned, and rewards redeemed, will be considered in determining misuse. "Participation" includes Points earning, Rewards earning and redemption, upgraded tier status, and any other benefits associated with the Cardholder Program. Removal from the Cardholder Program will result in the forfeiture of any points earned, any fulfilled and unfulfilled Rewards or any benefits related to the Cardholder Program.

3. Earning Points:

You will earn Points when you, or an Authorized user, make eligible purchases of goods for personal, family and household purposes using your Account, minus any returns, refunds or credit adjustments ("Net Eligible Purchases").

(a) Points for Net Eligible Purchases. Subject to certain exclusions listed below.

i. Using the Victoria's Secret Credit Card and Victoria's Secret Mastercard Credit Card, you will earn:

• Base and Silver Cardmembers: Earn 5% back or 10 points for every $1 of Net Eligible Purchases made at Victoria's Secret and PINK stores within the United States and online at victoriassecret.com, and charged to the card each billing cycle. 5% back in rewards will not be earned on purchases made at Victoria's Secret and PINK stores located outside the United States and its territories.
• Gold Cardmembers: Earn 7.5% back or 15 points for every $1 of Net Eligible Purchases at Victoria's Secret and PINK stores and online at victoriassecret.com.

ii. Using only the Victoria's Secret Mastercard Credit Card, you will also earn:

• 2% back or 4 points for every $1 of Net Eligible Purchases made on Dining, Travel and Streaming Services*.
• 1% back or 2 points for every $1 of Net Eligible Purchases made everywhere else Mastercard is accepted.

*Reward Merchant Classification Codes: Merchants who accept Mastercard are assigned a merchant classification code ("MCC"), which is determined by the merchant or its processor in accordance with Mastercard control the assignment of MCCs and are not responsible for incorrectly coded purchases. Even though a merchant or some of the items it sells may appear to fit within a certain rewards category, the merchant may not have a MCC in that category. Purchases made with third-party payment accounts, including, but not limited to, PayPal and Venmo, will not earn additional points.

Points are rounded up to the nearest whole number based on the item-level value of the Net Eligible Purchase times the Points multiplier of the Participant's tier. Earning calculations that end in .01 or higher will round up to the next whole point value. For instance, for a $37.65 item that is the subject of a Net Eligible Purchase, a Cardholder that earns 10 points per $1 spent on Net Eligible Purchases would earn 377 Points (37.65 x 10 = 376.50, rounded up to 377).

Points are not earned on: tax, shipping, gift card purchases, services offered (e.g., gift wrapping), purchases made outside of Victoria's Secret, including purchases made through third-party affiliates, unauthorized or fraudulent charges, charges that violate the terms of your Account Agreement or these Cardholder Terms, interest charges, and fees of any kind. Points you earn may not be combined with Points earned on any other credit accounts. Returned items may result in credits being applied to your Account, which will reduce or may eliminate accumulated Points and may result in a negative Points balance. If your Points balance goes negative, you must first earn Points to bring your Points balance to zero (0) before earning any Points eligible for redemption. Victoria's Secret and Bank reserve the right to verify and adjust Points, as applicable, at any time. There is no maximum number of Points that may be earned per billing cycle or year.

(b) Points for Special Offers. From time to time, we may make bonus offers to earn additional Points ("Bonus Points"). Read each offer carefully, as there may be important conditions or limitations, such as blackout periods, Bonus Points limits, or exclusions. You may have to register to qualify for the offer. We may change or withdraw an offer at any time without notice. Any such change or withdrawal will not affect Bonus Points already earned. Certain offers may only be communicated via email. Tax and shipping charges are excluded from specials offers and bonuses.

Your Net Eligible Purchase must be completed and the transaction charged to your Account during the special offer period in order for you to earn the applicable Bonus Points. For mail order, special order, online, and other purchases, please be aware that we may not charge your Account until items purchased have shipped. For e-mail only benefit offers, you must provide and maintain a valid e-mail address to receive offers. Review terms and conditions of each such special-offer promotion: limitations may apply. Benefits and rewards associated with the Card may vary by location. Not valid on previous purchases. Bonus Points may take up to 6 weeks to post to your Account.

i. Triple Points on Bra Purchases:

Base and Silver Cardmembers will earn 30 Points for every dollar spent on Victoria's Secret and PINK bra purchases; Gold Cardmembers will earn 45 Points for every dollar spent on Victoria's Secret and PINK bra purchases, including clearance and discounted bras. All other non-bra items purchased within the same transaction will earn the Points otherwise noted in the Earning Points section and not earn triple Points. Separate bonus Point promotions cannot be combined at any time to earn more than the triple Points on a bra purchase.

(c) Posting of Points Earned; Expiration; Forfeiture. Please note that it may take up to 6 weeks for points from a Net Eligible Purchase to post to your Points balance. At any time, we may verify and adjust your Points balance based on our records and based on certain purchases not constituting, or no longer constituting, Net Eligible Purchases. Points will remain available in your Points balance until enough are earned to generate a Reward as described in the Rewards section, are forfeited, or expire. Points will expire 12 months after the date that they are posted to your Points balance. Except as otherwise provided by applicable law, you will forfeit all unused Points if you file for bankruptcy, or your participation in the Cardholder Program is terminated or your Account is closed for any reason. You will also forfeit Points as described in the Eligibility; Withdrawal of Cardholder Program section and the Rewards section. You will not receive any compensation or new Points for your Points that expire or are forfeited.

Any Points you earn are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of Rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain Victoria's Secret property at all times. Points have no "real world" or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for rewards (if any) offered via the Cardholder Program. Accordingly, Points may not be sold, purchased, brokered, bartered, transferred or altered in any way by you. Any attempted transaction of such sort will automatically be void. Anyone engaging in such transactions will be liable for damages to us, including, but not limited to, consequential damages, third party damages, transaction costs, attorney's fees and court costs.

Any violation of these provisions will result in termination of your eligibility to participate in the Cardholder Program and forfeiture of unused Points. Victoria's Secret reserves the right, in its sole discretion, at any time during the duration of the Cardholder Program, to: (i) change the number of Points awarded, or to award no Points, for any particular qualifying activity, (ii) offer additional or new qualifying activities for a limited time or permanently, (iii) delete any or all means to earn Points, (iv) limit the number of times or frequency a Participant may earn Points for engaging in a qualifying activity or engaging in the activity during a specific time period. Also, Victoria's Secret may offer Points for engaging in a qualifying activity under one set of rules for one promotion, and may opt not to offer Points for engaging in that same activity under a subsequent promotion. Once a qualifying activity has been successfully completed and verified, the corresponding number of Points will appear in your Account.

4. Earning Tier Status Upgrades:

Only Accounts in good standing, as determined in Bank's sole discretion, may be eligible for upgrades. Generally, "Good Standing" means an Account is open and is not in default as defined in the Account Agreement. Upgrades are based on Net Eligible Purchases at Victoria's Secret and PINK stores and victoriassecret.com within a Cardholder Program Year. However, spend towards tier evaluation will exclude tax; shipping; gift card purchases; services offered (e.g., gift-wrapping); and purchases made outside of Victoria's Secret, including purchases made through third-party affiliates.

The "Cardholder Program Year" runs from January 1st through December 31st; however, the first Program Year runs from February 1 to December 31, 2023. You must spend $300 in Net Eligible Purchases to upgrade to Silver Tier status and $750 in Net Eligible Purchases to upgrade to Gold Tier status. Accounts will be evaluated for upgrades daily. Once the spend threshold is met, the upgrade will occur and the new tier status will be reflected on the Account within approximately 72 hours. Review the Maintaining Tier Status section for important information on how to maintain Tier status.

5. Maintaining Tier Status:

Cardmembers at the Base Tier status will remain at this status until a higher qualifying Tier status is reached. Once a Cardmember has reached Silver or Gold Tier status, the upgraded tier status is good for the remainder of the Cardholder Program Year in which the tier status was reached and for one subsequent Cardholder Program Year, during and after which annual requalification is required.

If a Cardmember does not spend as required within the Cardholder Program Year to maintain their Gold Tier status, they will be reset to Silver Tier status if their spend was less than $750 in Net Eligible Purchases.

6. Rewards:

When you earn enough Points (a "Reward Level"), you will be eligible for a Reward as long as your Account is in Good Standing. Rewards are redeemable for the specified dollar amount off qualifying purchases, as indicated on your reward, at Victoria's Secret and PINK stores and online at www.victoriassecret.com. Qualifying Cardmembers will receive a $10 Reward for every 2,000 Points earned. Reward Levels are subject to change without notice (subject to notification requirements). Once you've earned a Reward, your Points balance will be reduced by the number of Points used to obtain the Reward. Provided your Account is in Good Standing, we will send a Reward certificate to your Account's primary billing address and/or email address associated with your Account within 6 weeks after you achieve a Reward Level. To change the primary billing address for your Account, please contact the Bank by calling 1-800-695-9478 (TDD/TTY: 1-800-695-1788) for Victoria's Secret Credit Card or 1-844-271-2596 (TDD/TTY: 1-800-695-1788) for Victoria's Secret Mastercard Credit Card.

Rewards expire ninety (90) days from the date they are issued. Please review the expiration date printed on your Reward.

Rewards can be redeemed on purchases made at Victoria's Secret and PINK locations within the U.S.A. and Puerto Rico and at victoriassecret.com. Rewards may not be redeemed on purchases made at Bath & Body Works locations or bathandbodyworks.com, or anywhere else outside of Victoria's Secret and PINK.

The value of the purchase must be equal to or greater than the value of the Reward. You will be required to use your Card for any remaining balance when redeeming a Reward. Each Reward may be used for a single qualifying purchase. We may limit the number of Rewards that can be redeemed on a single transaction. Any additional exclusions or limitations for use of Rewards will be provided to you upon receipt of the Reward. Any unused Rewards value will be forfeited. Rewards have no cash value and cannot be credited to an account, redeemed for cash, applied to a previous purchase or used for purchasing gift cards or e-gift cards. The value of Rewards will not be refunded on a merchandise return in stores, or on a return, exchange or cancellation online. Neither We nor the Bank are responsible for lost or stolen Rewards. Selling Rewards is prohibited. Victoria's Secret reserves the right to revoke Participation in the Cardholder Program of any persons caught selling or attempting to sell a Reward, and all unused and unexpired Points will be forfeited. Rewards will not be honored retroactively in connection with any prior purchases. Rewards may not be used as payment of any outstanding obligations to the Bank or its affiliates. Any additional exclusions or limitations for use of Rewards will be provided to you on the Reward.

To the extent allowed by applicable law, we may cancel any earned or outstanding Rewards if we become insolvent, unable to pay our debts when due, file an action under the U.S. Bankruptcy Code or have such an action filed against us.

7. Communications, Cardholder Program Activity and Customer Service:

We and the Bank may communicate with you regarding any matter related to the Cardholder Program by mail, telephone, or other methods permitted under applicable law. As needed, you agree to promptly update your contact information by signing in to your Account at TheVictoriaCreditCardProgram.com (Victoria Card); ThePINKCreditCardProgram.com (PINK Card). Neither We nor the Bank are responsible for communications, including Rewards, lost or undelivered due to incorrect or changed address or other contact information. Even if you opt-out of marketing materials from Victoria's Secret you will continue to receive relationship/operational emails related to Rewards unless your Account is cancelled. You agree to promptly notify us if you change your e-mail or mailing address by updating your Account.

Your rewards, points, and tier summary will be provided to you through a monthly account summary sent to the email address associated with your Account. If you have a question regarding using the Cardholder Program, you may contact Customer Support by calling 1-800-411-5116 or by contacting us at https://customercare.victoriassecret.com. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind.

To view your available rewards, points and tier status on your VictoriaSecret.com account after February 22, 2023, you must link your Victoria's Secret Credit Card and VictoriasSecret.com accounts. To create a VictoriasSecret.com account, visit https://www.victoriassecret.com/us/account/signin. This feature in not yet available to Victoria's Secret Mastercard Credit Cardmembers, but will be in the future. Until then, such Cardmembers can find all the same details in the monthly account summary email.

8. Points Disputes:

If Points you believe were earned have not timely posted to your Points balance, you may dispute your Points balance ("Points Dispute") by calling 1-800-411-5116 or by contacting us at https://customercare.victoriassecret.com. For relay service, please dial 711. Points Disputes may also be submitted in writing to Victoria's Secret, North American Office, P.O. Box 16598, Columbus, Ohio 43216-6589. We will use reasonable efforts to investigate your Points Dispute if you notify us within 90 days of the posting date. If you do not notify us within that period, you waive your right to make a Points Dispute with respect to that purchase. We may require you to provide written confirmation of the dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt. Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute. Please note that the dispute rights with respect to your Account under the Account Agreement do not apply to these Cardholder Program Terms or to your rights and remedies under these Cardholder Program Terms, which are solely as set forth in these Cardholder Program Terms. Your sole and exclusive remedy, and our maximum liability to you, in the event you prevail in a Points Dispute, is for us to credit the disputed Points to your Points balance.

9. Limitations on Liability:

Unless otherwise required by law or our agreements with you, neither Victoria's Secret nor the Bank, nor any of our or its affiliates, officers, directors, employees, service providers, or agents will be liable to you, or anyone making a claim on your behalf, in connection with: (a) any termination of, change in, or suspension of the Cardholder Program; (b) any claim relating to products purchased using any Reward certificates obtained through the Cardholder Program; (c) any loss, damage, expense or inconvenience caused by any occurrence outside of our control; or (d) any taxes that you incur as a result of receiving or redeeming Points. Further, UNDER NO CIRc*msTANCES WILL WE BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Cardholder Program and the website that makes the Cardholder Program available;

(b) your activities in connection with the Cardholder Program and Cardholder Program website;

(c) your use of or inability to use the Cardholder Program, or the performance of the website associated with the Cardholder Program;

(d) any action taken in connection with an investigation by us or law enforcement authorities regarding your access to or use of the Cardholder Program;

(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(f) any errors or omissions in the Cardholder Program's and Cardholder Program website's technical operation; or

(g) any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circ*mstances were foreseeable and even if we were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Cardholder Program).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

Notwithstanding the foregoing, any liability that we or they may have to you in connection with the Cardholder Program shall be limited to the amount of any Points you have earned in accordance with these Cardholder Program Terms. In New Jersey, this Section does not apply to liability due to intentional or reckless conduct, gross negligence, strict liability, negligence, or violation of a statutorily imposed duty on the part of Victoria's Secret or the Bank or any of their respective affiliates, officers, directors, employees, service providers or agents.

10. No Warranties:

The Bank does not: (a) endorse Rewards or products purchased at Victoria's Secret; (b) make any express or implied warranty regarding Rewards or products purchased at Victoria's Secret; (c) guarantee the performance of Rewards or products purchased at Victoria's Secret; or (d) offer, operate or control Rewards offered through this Cardholder Program. We do not make: (a) any express or implied warranty regarding Rewards or products purchased at Victoria's Secret, including, but not limited to, the implied warranty of merchantability; or (b) guarantee the performance of Rewards or products purchased from us.

11. Changes to the Cardholder Program/Ending the Cardholder Program:

Subject to any requirements or limitations of applicable law, we may at any time for any reason add to, change, limit, or terminate the Cardholder Program or these Cardholder Program Terms. To the extent allowed by applicable law, (a) changes may apply retroactively, and may affect outstanding transactions and Points, and may result in you involuntarily forfeiting Points you have earned; and (b) changes will not affect issued or redeemed Reward certificates except to the extent allowed by applicable law.

The Cardholder Program will end on a date to be determined in Victoria's Secret's sole and absolute discretion, which date shall be posted on the Cardholder Program's website (if any) and sent to you via email (the "Cardholder Program End Date"). Victoria's Secret makes no guarantee or representation as to the length of time during which the Cardholder Program will be offered, and the Cardholder Program could end at any time. Victoria's Secret reserves the right to cancel, modify, restrict, suspend or terminate this Cardholder Program or any aspect or feature of the Cardholder Program, including Points, and/or extend or shorten the current Cardholder Program period at any time without notice. After the Cardholder Program End Date, Participants will no longer be permitted to earn Points. Members will have ninety (90) days after the Cardholder Program End Date (or the specific number of days noted in the Cardholder Program ending announcement) during which to redeem any remaining Points in their Account. After such ninety (90) day period, all Points will expire and the Cardholder Program will no longer be available, and no further liability will be owed by us to any Member. Any Points remaining in an Account ninety (90) days after the Cardholder Program End Date will be forfeited without compensation.

12. Not Transferable:

Points are not your property and are not transferable to anyone by operation of law or otherwise. Points may not be transferred between accounts issued by us, may not be transferred upon death or as part of any domestic relations legal proceedings, and may not be brokered, bartered, sold or transferred in any way. Any attempted transaction of such sort will automatically be void. Anyone selling, purchasing, brokering, bartering, transferring, or altering Points, either wholly or partially, shall be liable for payment of the applicable full retail price of any rewards obtained with them, as well as all damages, including, but not limited to, consequential damages, transaction costs, and litigation costs (including attorney's fees and costs at trial and on appeal and in any bankruptcy proceeding). Any brokered, bartered, altered, sold, or purchased Points shall likewise be void and may be deducted from your Points balance. Any violation of these provisions will result in termination of your eligibility to participate in the Cardholder Program and forfeiture of unused Points.

13. Taxes:

You are solely responsible for any applicable taxes arising out of or related to your participation in the Program. Consult your tax advisor concerning such tax consequences.

14. Cancelling Cardholder Program Participation:

You may cancel your participation in the Cardholder Program at any time by calling us at 1-800-695-9478 (TDD/TTY: 1-800-695-1788) for Victoria's Secret Credit Card or 1-844-271-2596 (TDD/TTY: 1-800-695-1788) for Victoria's Secret Mastercard Credit Card. If you cancel your participation in the Cardholder Program, you will no longer earn Points and you will forfeit your unused and unexpired Points. Your cancellation will not affect any previously issued Rewards unless you also close your Account.

15. Governing Law; Assignment:

These Cardholder Program Terms supersede any previous terms and conditions governing the Cardholder Program. The Cardholder Program is not available where and to the extent prohibited by law. If any part of these Cardholder Program Terms conflict with applicable law, that provision will be deemed severed from these Cardholder Program Terms and the remainder of the Cardholder Program Terms will remain in effect. Victoria's Secret/Comenity Bank will not lose our rights under these Cardholder Program Terms because Victoria's Secret/Comenity Bank chooses to delay or not enforce them. The Cardholder Program and these Cardholder Program Terms are governed by federal law and, to the extent state law applies, the laws of the State of Ohio, without regard to its conflicts of law provisions. You may not assign your rights or obligations under these Cardholder Program Terms to any other person or entity. Important note: You, Victoria's Secret and the Bank agree that each of us may bring Claims arising from or relating to these Cardholder Program Terms only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. "Claim," as used in these Cardholder Program Terms means any claim, dispute or controversy that in any way arises from or relates to these Cardholder Program Terms.

16. General Provisions:

A. Indemnity. In exchange for the right to participate in the Cardholder Program, you agree to indemnify, defend (at our option) and hold us harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your use of the Cardholder Program and your activities in connection with the Cardholder Program; (ii) your breach or anticipatory breach of these Cardholder Program Terms or any Additional Terms; (iii) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Cardholder Program or your activities in connection with the website and the Cardholder Program; (iv) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) our use of the information that you submit to us (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Victoria's Secret. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause.

B. Severability. If any provision of these Cardholder Program Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Cardholder Program Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Cardholder Program Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

C. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its site's security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Cardholder Program Terms and any Additional Terms; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Cardholder Program Terms and any Additional Terms; and (vi) discontinue the Cardholder Program, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Cardholder Program Terms or any Additional Terms. Upon suspension or termination of your access to the Cardholder Program, or upon notice from us, all rights granted to you under these Cardholder Program Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Cardholder Program. The provisions of these Cardholder Program Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Cardholder Program Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

D. Assignment. We may assign our rights and obligations under these Cardholder Program Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Cardholder Program Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Victoria's Secret.

E. No Waiver. Except as expressly set forth in these Cardholder Program Terms or any Additional Terms, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Cardholder Program Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

F. Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Cardholder Program and you will be responsible for all charges related to them.

17. Dispute Resolution:

PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING ARBITRATION, AMONG OTHER THINGS.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Cardholder Program or these Cardholder Program Terms, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of Victoria's Secret's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section 17(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 17(A). Your notice to us must be sent via email to: generalcounselvs@victoria.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Victoria's Secret and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Victoria's Secret to resolve the Dispute or Excluded Dispute on terms with respect to which you and Victoria's Secret, in each of our sole discretion, are not comfortable. If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this Section 17 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Victoria's Secret agree that we intend that this Section 17 satisfies the "writing" requirement of the Federal Arbitration Act.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 17(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND VICTORIA'S SECRET (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE CARDHOLDER PROGRAM TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the Federal Arbitration Act ("FAA"), not state law, shall govern the arbitrability of all disputes between Victoria's Secret and you regarding these Cardholder Program Terms (and any Additional Terms) and the Service, including the "No Class Action Matters" Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Victoria's Secret and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 15, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Victoria's Secret regarding these Cardholder Program Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction's choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules ("Rules") of the American Arbitration Association ("AAA"), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Victoria's Secret consent to in writing. If an in-person arbitration hearing is required, then it will be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circ*mstances. If the parties are unable to agree on a location, the determination should be made by an independent arbitrator. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Victoria's Secret to pay a greater portion or all of such fees and costs in order for this Section 17 to be enforceable, then Victoria's Secret will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Cardholder Program Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Cardholder Program Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 17(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 17(A); (b) filing for arbitration as set forth in Section 17(B); or (c) filing an action in state, Federal or provincial court.

D. Injunctive Relief. The foregoing provisions of this Section 17 will not apply to any legal action taken by Victoria's Secret to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Cardholder Program and/or Victoria's Secret's intellectual property rights (including such Victoria's Secret may claim that may be in dispute), Victoria's Secret's operations, and/or Victoria's Secret's products or services.

E. No Class Action Matters. YOU AND VICTORIA'S SECRET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 17(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 17(F). Notwithstanding any other provision of this Section 17, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this "No Class Action Matters" section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Franklin County, Ohio. Accordingly, you and Victoria's Secret consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE CARDHOLDER PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF VICTORIA'S SECRET