887091032 (02/19) Your Ann Taylor or LOVE LOFT Mastercard” Credit Card account agreement.   This card is issued by Comenity Bank pursuant to a license from Mastercard International Incorporated. Mastercard is a registered trademark of Mastercard International Incorporated. This Agreement covers the Terms and Conditions of your account with us. In this document, you will find important information about using and managing your account, including a Privacy Statement and information concerning your billing rights. Your use of the account, or failure to close the account within the 30 days of receiving this document, indicates your acceptance of the terms of this agreement, including the assessment of any interest charges and fees. Section | of this Agreement also includes a Jury Trial Waiver and an Arbitration Provision in the event of a dispute. ¢ You have a right to reject this Arbitration Provision. ¢ If you do not reject this Arbitration Provision, it will be part of this Agreement and will: o —_ Eliminate your right to a trial by jury; and o = Substantially affect your rights, including your right to bring, join in or participate in class proceedings. e = Section | does not apply to Covered Borrowers under the Military Lending Act. See Section J below. Please read each section carefully and keep this document for your records.   In the following sections, you will find information on: Financial terms of your account: An at-a-glance summary of the fees and charges associated with your account Getting started: the basics of your account Keeping your account in good standing: avoiding default, and what to do if your card is lost or stolen, as applicable Learning more about your account: credit plans, credit limits, and how payments are calculated and applied Interest, fees and charges: when and how fees and costs are applied to your account Other important information: legal rights, costs, and how we’ll handle changes to your account Disputes and reporting to consumer reporting agencies: data we provide, and receive from, consumer reporting agencies, and what to do if you think there is an error on your periodic statement Optional products: how to protect your account from fraud or theft, and information on services that can help pay your debt in case of emergencies Communicating with us: what happens when you contact us Arbitration and jury trial waiver: how we'll resolve disagreements, including a jury trial waiver and Arbitration provision Important Information for Covered Borrowers under the Military Lending Act   T™mMOO DP ee) Privacy statement: how we collect, use, share, and protect your personal information; and the privacy choices you can make   Financial terms of your account   Interest Rates and Interest Charges Annual Percentage Rate (APR) for Purchases 27.24% This APR will vary with the market based on the Prime Rate.   APR for Cash Advances 27.24% This APR will vary with the market based on the Prime Rate.   APR for Balance Transfers 26.99%   Paying Interest Your due date is at least 23 days after the close of each billing cycle. We will not charge you interest on purchases if you pay your entire balance by the due date each month. We will begin charging interest on balance transfers and cash advances on the transaction date.   Minimum Interest Charge If you are charged interest, the charge will be no less than $1.00 per credit plan   For Credit Card Tips from the Consumer Financial Protection Bureau     To learn more about factors to consider when applying for or using a credit card, visit the website of the Consumer Financial Protection Bureau at http://www.consumerfinance.gov/learnmore.     Annual Fee None   Transaction Fees Balance Transfer Cash Advance Convenience Checks Foreign Transaction     The greater of $10 or 5% of the amount of the balance transfer. The greater of $10 or 3% of the amount of the cash advance. The greater of $10 or 3% of the amount of the convenience check. 3% of each transaction in U.S. dollars.        Penalty Fees Late Payment Up to $39.00 Returned Payment Up to $25.00         How We Will Calculate Your Balance: We use a method called “daily balance.” See your Account agreement for more details. Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in your account agreement. Comenity Bank 1-888-292-5707 (Ann Taylor) or 1-866-886-1009 (LOFT) (TDD/TTY 1-800-695-1788) New York Residents: New York Residents may contact the New York state Department of Financial Services by telephone or visit its website for free information on comparative credit card rates, fees, and grace periods. New York Department of Financial Services 1 (800) 518-8866 or www.dfs.ny.gov. Rate Information: The following chart provides details on your variable rates as of February 1, 2019. We divide the APR by 365 to determine the daily periodic rate.         Add to Index APR Daily Periodic Rate Purchase APR 21.74% 27.24% 0.07463% Cash Advances 21.74% 27.24% 0.07463% Balance Transfers NA 26.99% 0,07394%             If this Agreement was provided to you at point of sale, see the Agreement sent with your new account welcome package for variable APR information in effect within 30 days of mailing. We'll charge you a minimum interest charge of $1.00 per credit plan for any billing period in which interest is due. For additional information, see Rates in Section D. Minimum Payment: The Minimum Payment Due is the total of minimum payments for Regular Revolving and Promotional Credit Plan purchases plus any Past Due amounts. The total Minimum Payment Due on your account won't be less than $30.00. If your Account balance is less than $30.00, you must pay the amount indicated on your Statement in full. The Minimum Payment Due for each Regular Revolving and Cash Revolving Credit Plans will be: . The greater of: (e) 1% of the New Balance, excluding any new Regular Revolving or Cash Revolving Credit Plan Interest Charges shown on the Statement; or (e) $5.00 . Plus any new Regular Revolving or Cash Revolving Credit Plan Interest Charges shown on the Statement rounded up to the nearest $1.00. See Minimum Payment in Section C below for promotional credit plan minimum payment calculations. The APR information described is accurate as of February 1, 2019. Due to a change in the index, this information may have changed. To find out more, call us at 1-888-292-5707 (Ann Taylor) or 1-866-886-1009 (LOFT) (TDD/TTY: 1-800-695-1788), or write us at Comenity Bank, PO Box 182273, Columbus, Ohio 43218- 2273 or visit our website at comenity.net/anntaylorcard (Ann Taylor) or comenity.net/LOFTCard (LOFT). A. Getting Started   Definitions   In this Agreement, “We,” “Us” and “Our” mean Comenity Bank and any successor or assigns. “You” and “Your” mean each person who submits an application or solicitation for an Account with us. “Account” means your credit card account with us. “Card” means each credit card we issue for your Account, as applicable. “Credit Plan” means one or more payment program options Ann Taylor or LOVE LOFT may ask us to offer from time to time. Upholding your Agreement   . You agree to the terms of this Agreement, and promise to do everything required of you. If you sign or submit an application or solicitation to obtain credit from us, you’ll be legally bound by this Agreement. You’re also legally bound if you sign a charge slip, or permit someone else to use the credit provided. . You agree that the credit extended under your Account will be used only for personal, family or household purposes and not for business or commercial purpose. . Ifthe Accountis a joint Account, you and the joint Account holder will be bound by this Agreement. Each of you will be jointly and individually responsible for repaying all amounts due. If more than one person is responsible for this Account, we will only provide billing statements and communications to one of you. . Any authorized user of your Account will be bound by the terms of this Agreement. One additional Card may be issued with the individual name of an authorized user embossed on the Card. If you want to revoke the use of your Account by an authorized user, either write us at the address, or call us at the phone number, shown on your Statement. . You agree to pay for all transactions made on your Account by an authorized user, whether or not such transactions were authorized by you or made for your benefit. Card signature (as applicable)   For your own protection, please sign your Card before using it. Keep in mind that your signature on the Card isn’t a prerequisite to your obligation to pay amounts incurred on your Account. Using your Account   . Your Account may be used to make purchases from anywhere Mastercard is accepted. . We reserve the right to not honor transactions related to, including, but not limited to, gambling, ATM usage at casinos, and illegal activities. . You may obtain a loan from us under your Account by using your Card or a convenience check as follows: by purchasing goods or services with your Card or your Account number; by obtaining a cash advance from a financial institution, by use of an automated teller machine (ATM); by using a convenience check; or, by incurring charges authorized by this Agreement. . From time to time, in our sole discretion, we may send you convenience checks for use in borrowing under this Agreement. All convenience checks you use will be treated as cash advances under this Agreement, and subject to the terms and fees that apply to cash advances, unless we advise you otherwise. . You agree that convenience checks that you use will not be returned to you. . You may not use the convenience checks to make payments on any Comenity Bank Account. . You agree not to use a convenience check, and we do not have to pay any convenience check: o if you are in default under this Agreement; (e) if payment of that convenience check would cause your outstanding cash advance balance to exceed your cash advance limit; or(e) if we cancel or suspend your right to use convenience checks . From time to time, in our sole discretion, we may offer you the ability to transfer account balances from other credit card accounts you may have to the Account. We may, in our sole discretion, offer promotional plans for such balance transfers. . You may use the Card to obtain cash advances through certain ATMs. You will need to call us at 1-888-292-5707 (Ann Taylor) or 1-866-886-1009 (LOFT) (TDD/TTY 1-800-695-1788) to request a Personal Identification Number (PIN) which must be used in order to obtain an ATM cash advance. (e) Some limitations on ATM cash advances may apply, such as limitations on dollar amount, number, or currency denominations. (e) You agree that any charges imposed by third parties for use of their ATM facilities will be added to your Account balance as a cash advance. . You may use your Account for “Quasi-Cash” transactions which are the purchase of items that are convertible to cash or using the Account for similar cash-like transactions, such as the purchase of money orders, traveler’s checks, Visa TravelMoney Cards, or to initiate wire transfers or gaming transactions (if permitted by us). Quasi-Cash transactions are cash advances and will be subject to a Cash Advance Fee as explained below. . If you make a purchase or obtain a cash advance in a foreign currency, it willbe converted by Mastercard into U.S. dollars in accordance with Mastercard Operating Regulations in effect at the time the transaction is processed. fe) The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or the posting date. (e) The currency conversion rate used may be the same as, greater than, or less than the amount that would be calculated by conversion through a financial institution in the country in which the purchase or cash advance occurred. Making payments   . Pay your Account by sending a check, money order, or cashier’s check payable in U.S. dollars, to the name and address shown on your Statement specified for payments. Please don’t send cash. Be sure to include your payment stub, do not staple your payment to the stub, use the envelope provided with your Statement and don’t send any correspondence with your payment. If your payment doesn’t meet these requirements, it may not be credited to your Account for up to five days, or may be rejected. All written communications concerning disputed amounts, including any check or other payment instrument marked with “payment in ful language, must be sent to 6550 North Loop 1604 East, Suite 101, San Antonio, Texas 78247-5004. (e) We may accept a payment sent to any other address without losing any of our rights. (e) No payment shall operate as an accord and satisfaction without our prior written approval. B. Keeping your account in good standing l’ or similar   Avoiding default   You'll be in default under this Agreement if you: . Fail to make any payment when due . Violate any provision of this Agreement . Pass away . Become the subject of bankruptcy or insolvency proceedings . Supply us with misleading, false, incomplete or incorrect information . Are unable or unwilling to perform the terms or conditions of this Agreement . Fail to supply us with any information we deem necessary . Default under any other loan or agreement you have with us or any of our affiliates . Become incompetent . Exceed your Credit Limit . Issue a payment returned unpaid by your bank for any reason If we consider your Account in default, we may suspend your ability to make charges, close your Account, require you to pay the full amount you owe immediately or take any other action permitted by law. If applicable law requires us to do so, we'll tell you in advance and/or give you the opportunity to remedy your default. Reporting a lost or stolen card (as applicable)   If you notice the loss or theft of your credit card or a possible unauthorized use of your card, you should write to us immediately at PO Box 182273, Columbus, Ohio 43218-2273 or call us at 1-888-292-5707 (Ann Taylor) or 1-866-886-1009 (LOFT) (TDD/TTY: 1-800-695-1788). You will not be liable for any unauthorized use that occurs after you notify us. You may, however, be liable for unauthorized use that occurs before your notice to us. In any case, your liability will not exceed $50. C. Learning more about your account   Credit Plans   . Your Account may consist of a non-promotional (“Regular Revolving”) Credit Plan and one or more promotional Credit Plans. Credit Plans offered and their particular features (including but not limited to minimum purchase requirements and minimum payment) may vary occasionally at our discretion and include one or more Regular Revolving or promotional Credit Plans. . We may offer different promotional Credit Plans from time to time. . If a promotional Credit Plan is offered at the time you open your Account, this Agreement will include information about the terms for the Plan, by use of aninsert, attachment, or other written information provided as part of this Agreement. . Normal late fees, returned payment fees and all other provisions apply to any promotional Credit Plan, unless inconsistent with a particular Credit Plan offering. . If the promotional Credit Plan purchase isn’t paid in full before the promotional period ends, the balance will be transferred to your Regular Revolving balance. . Promotional Credit Plans may include: Waive Interest, Payment Required Waive Interest, Equal Payment Waive Interest, Low Payment o Defer Interest, Equal Payment Skip-payment option Defer Interest, Payment Required Defer Interest, Low Payment Low APR, Equal Payment Budget Payment oo°0 oo0°0   . At our discretion, we may allow you to skip making the Minimum Payment. . Interest Charges will be assessed during the skip-payment period, but a late fee won’t be imposed. This will not be considered a waiver of any of the rights granted by this Agreement. . All other terms of your Account apply during the skip-payment period. Credit limit   . Your Credit Limit is the total maximum amount we permit you to owe us at any time.You may not exceed any Credit Limit that we set for your Account. If you do exceed your Credit Limit, we can still charge you for all transactions, interest and other charges without giving up any of our rights under this Agreement. We may change your Credit Limit at any time. Account cancellation   You may cancel your Account. You're still obligated to pay the full amount you owe us. We may cancel your Account at any time, for any reason. We may refuse to authorize any transaction on your Account. We may also suspend your Account and your right to use your Card, including each Card you give to others. We may stop offering any Credit Plan at any time, for any reason. Cancellation or suspension of your Account doesn’t negate your obligation to pay any amount you owe us. Cancellation of your Account includes each Card you give to others. Cards are issued with an expiration date. We have the right not to renew your Account. Minimum Payment   You can pay all of your Account balance at any time without penalty. You must pay at least the Total Minimum Payment for each billing period by the Payment Due Date shown on your Statement. The Minimum Payment is the total of the minimum payments for the Regular Revolving and promotional Credit Plans plus any Past Due amounts. The Total Minimum Payment won’t be less than $30.00. If your Account balance is less than $30.00, you must pay the amount indicated on your Statement in full. The minimum payment for each Credit Plan is calculated as follows: (e) The minimum payment for the Waive Interest, Payment Required and Defer Interest, Payment Required Credit Plans will be the greater of: (a) $5.00 or (b) 1% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that Credit Plan. (e) The minimum payment for the Waive Interest, Equal Payment and Defer Interest, Equal Payment Credit Plans will be the amount of the purchase divided by the number of months between the date of the purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00. (e) The minimum payment for the Low APR, Equal Payment Credit Plan will be the amount of the purchase including the calculated interest charges that will be assessed from the date of purchase through the end of the promotional period divided by the number of months between the date of the purchase and the promotional period end date (minimum $5.00) rounded up to the nearest $1.00. (e) The minimum payment for the Waive Interest, Low Payment and Defer Interest, Low Payment Credit Plans will be the greater of: (a) $5.00 or (b) 1.0% (rounded up to the nearest $1.00) of the New Balance shown on your Statement for that Credit Plan. o For each Budget Payment Credit Plan or Open Charge Budget Payment Credit Plan, fixed monthly payments of $49, $99, $149, $199, or $299, based on the transaction amount. (e) For Open Charge credit plans (except Open Charge Budget Payment Credit Plans), if your balance increases during the Open Charge period, your minimum payment will increase. The minimum payment for each Open Charge plan will be calculated based on the above Credit Plans. Payment application   We reserve the right to apply payments equal to or less than the Total Minimum Payment however we see fit, which may result in balances subject to lower interest rates being paid prior to other balances. This may also result in higher interest charges. Any payment you make in excess of the required Total Minimum Payment will be allocated to your Account as required by applicable law. Excess payments received before a deferred interest promotion expires are applied to the deferred interest promotional balance first in the last two billing periods of the promotional period. D. Interest, fees and charges   Interest charges   Interest charges begin on a transaction, fee or interest from the day added to the daily balance and continue until the balance is paid in full. There is a Grace Period on Regular Revolving Credit Plan purchases. This means we will not charge interest on such purchases if you pay in full each billing period. We will not charge interest on any portion of a payment allocated to the Regular Revolving Credit Plan that is paid within an applicable Grace Period. There is no period during which you can pay back a cash advance, any other transaction treated as a cash advance under this Agreement or a balance transfer to avoid incurring an interest charge. If you make a purchase under any Waive Interest Credit Plan, we won’t charge interest on the purchase if you pay the total purchase amount before the end of the promotional period. If you don’t pay the total purchase amount before the end of the promotional period, we'll add the remaining amount to your Regular Revolving balance. We'll also begin charging interest on the purchase from the first day after the promotional period ends. If you make a purchase under any Defer Interest Promotional Credit Plan and don’t pay the total amount before the end of the promotional period, we'll add the remaining purchase amount and the amount of accrued interest to your Regular Revolving balance. If you make a purchase under a Low APR, Equal Payment Credit Plan, interest will be assessed from the date of purchase through the end of the promotional period. How we calculate Interest Charges on your Account   We calculate interest separately for each Credit Plan, using a “Daily Balance” to determine interest charges for each billing period. Our calculation method is as follows: We start with the beginning balance on your Account each day (including unpaid interest charges and fees). We subtract any payments or credit adjustments (treating any net credit balance as a zero balance) and add new transactions and debit adjustments posted as of that day. This gives us the “Partial Daily Balance” for the day. We then multiply the Partial Daily Balance for the day by the Daily Periodic Rate. This gives us the “Daily Interest Charge” for the day, which we add to the day’s Partial Daily Balance. We’ve now determined the “Daily Balance,” which will be the beginning balance for the following day. This results in daily compounding of interest charges. At the end of each billing period, we add together each Credit Plan’s Daily Interest Charge and make other adjustments, which gives us the total interest charge. Your Statement will show a Balance Subject to Interest Rate, which is the sum of the Daily Balances for each day in the billing period divided by the total number of days.Rates   . To calculate a variable rate, for each billing period, we use an Index. The Index is the U.S. Prime Rate published in the “Money Rates” section of The Wall Street Journal on the last business day of the calendar month preceding the month in which the billing period begins. (Our business days are Monday through Friday, excluding holidays.) . Any variable APR will increase on the first day of the billing period after the Index increases. . An increase or decrease in the APR will result in a corresponding increase or decrease in the amount of interest and may increase the Total Minimum Payment. Other fees and charges   You agree to pay the following fees and charges: . Late Fee: If you don’t pay at least the Minimum Payment Due by the Payment Due Date, we will charge you a late fee. o The fee is $28.00 if you were not charged a late fee during any of the prior six billing periods. (o) Otherwise, the fee is $39.00. (e) This fee will not exceed the amount permitted by applicable law. . Returned Payment Fee: We may charge you a fee for each payment that your bank doesn’t honor for any reason. 0 The fee is $25.00 if you were not charged a returned payment fee during any of the prior six billing periods. [o) Otherwise, the fee is $25.00. (e) This fee will not exceed the amount permitted by applicable law. . Although we may decide to do so, we aren’t required to attempt to collect a payment more than once. . Document Fees: If we provide you with a copy of any Statement, sales draft or similar document at your request (except in connection with billing error inquiries or resolution), we may charge the Account the following fee(s), subject to any limitations of applicable law: o —_— Statement copy - $6.00 o _ Sales/Credit Draft copy - $6.00 o —_ Check/Money Order copy - $6.00 . Alternative Payment Method Fee: We may offer alternative payment methods that allow you to make individual, expedited payments to your Account over the phone. If you choose to use this payment method, we may assess the current fee we charge for this service, subject to any limitations of applicable law. Currently, that fee is up to $15.00 but may change. We'll let you know the current fee before you authorize any payment(s), and you can withdraw your request if you don’t want to pay the fee. . Cash Advance Fee: For any cash advance other than a convenience check or balance transfer, you will pay a transaction fee equal to the greater of $10 or 3% of the amount of the cash advance. You take a cash advance if you use a convenience check; get money through an ATM; get money through a financial institution; or obtain Quasi-Cash. . Convenience Check Fee: For any convenience check written against your Account, you will pay a transaction fee equal to the greater of $10 or 3% of the amount of the convenience check. . Balance Transfer Fee: For any balance transfer from another account, you will pay a transaction fee equal to the greater of $10 or 5% of the amount of the balance transfer. . Foreign Transaction Fee: For any charge or cash advance outside the United States or in a foreign currency, you will pay a transaction fee equal to 3% of the U.S. dollar amount of the transaction. If a charge or cash advance is converted into U.S. dollars our network providers (Visa, Mastercard, and Discover) will select either (1) a rate from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate the network provider itself receives, or (2) a government-mandated rate in effect for the applicable central processing date. . Return Convenience Check Fee: For each convenience check written against your Account which fails to clear and is returned unsatisfied, you will pay a fee of up to $35. . Stop Payment Fee: For each convenience check written against your Account on which you request us to stop payment, you will pay a fee of up to $35, regardless of whether we actually stop payment on the convenience check. E. Other important information   Collection costs   You agree to pay our reasonable costs for collecting amounts due, including reasonable attorneys’ fees and court costs incurred by us or another person or entity, to the extent not prohibited by applicable law and except as provided below. . AL Residents: We will not charge attorneys’ fees if your unpaid balance is $300 or less. . NH Residents: Reasonable attorneys’ fees may be awarded to you if you prevail in any action by or against us. . WI Residents: If legal action is taken, we may seek statutory attorneys’ fees and costs, which you will pay if they are granted by the court. Changes   We may add, change, or delete the terms of your Account. If required by applicable law, we will give you advance written notice of the change(s) and a right to reject the change(s). Security Interest   You grant us a security interest in all goods you purchase through the use of the Account, now or at any time in the future and in all accessions to and proceeds of such goods. We waive any security interest we may have in your principal dwelling, to the extent that it would otherwise secure any obligation arising hereunder. Changes to your information   You agree to notify us immediately of any changes to your name, mailing address, electronic mail address or telephone number(s). Governing Law   THIS AGREEMENT IS GOVERNED BY DELAWARE AND APPLICABLE FEDERAL LAW. THIS IS THE LAW WE ARE SPEAKING OF WHEN WE REFER TO A TERM PERMITTED OR REQUIRED BY APPLICABLE LAW. Transfer of Rights/Assignment   Your rights under this Agreement can’t be transferred by you, by operation of law or otherwise, but your obligations will be binding upon your estate or personal representatives. We may transfer or assign your Account and/or this Agreement, or any of our rights under this Agreement, to another person or entity at any time without prior notice to you or your consent. No Waiver of Rights   We can delay enforcing our rights under this Agreement without losing them. Severability   If any provision of this Agreement is in conflict with applicable law, that provision will be considered to be modified to conform with applicable law. Notice to New Jersey Residents   All provisions of this agreement are valid, enforceable and applicable in New Jersey.F. Disputes and Reporting to Consumer Reporting Agencies   Credit Reports   . You give us permission to investigate your credit record. . You agree that a credit report may be requested in connection with the processing of your credit application. A report may also be requested in connection with a credit extension, credit limit request, Account renewal or update, Account collection action, or dispute investigation. Upon request, we will tell you the name and address of any consumer reporting agency that furnished a report on you. You consent to the obtaining of such reports by signing or otherwise submitting an application or solicitation. . You understand that we may report negative information (such as, late payments, missed payments, or other defaults) about your Account to consumer reporting agencies. . You give us permission to provide information about your Account to consumer reporting agencies and other creditors, as well as to the retailer whose name appears on your Card. Credit report disputes   If you believe the Account information we reported to a consumer reporting agency is inaccurate, you may submit a direct dispute to Comenity Bank, PO Box 182789, Columbus, Ohio 43218-2789. Your written dispute must provide sufficient information to identify the Account and specify why the information is inaccurate: . Account Information: Your name and Account number . Contact Information: Your address and telephone number . Disputed Information: Identify the Account information disputed and explain why you believe it is inaccurate . Supporting Documentation: If available, provide a copy of the section of the credit report showing the Account information you are disputing We will investigate the disputed information and report the results to you within 30 days of receipt of the information needed for our investigation. If we find that the Account information we reported is inaccurate, we will promptly provide the necessary correction to each consumer reporting agency to which we reported the information. Your Billing Rights: Keep This Document For Future Use   This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. What To Do If You Find A Mistake On Your Statement If you think there is an error on your statement, write to us at: Comenity Bank, PO Box 182782, Columbus, Ohio 43218-2782 In your letter, give us the following information: . Account information: Your name and account number. . Dollar amount: The dollar amount of the suspected error. . Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake. You must contact us: . Within 60 days after the error appeared on your statement. . At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong. You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to pay the amount in question. What Will Happen After We Receive Your Letter When we receive your letter, we must do two things: 1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error. 2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct. While we investigate whether or not there has been an error: . We cannot try to collect the amount in question, or report you as delinquent on that amount. . The charge in question may remain on your statement, and we may continue to charge you interest on that amount. . While you do not have to pay the amount in question, you are responsible for the remainder of your balance. . We can apply any unpaid amount against your credit limit. After we finish our investigation, one of two things will happen: . if we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount. . if we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe. If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us. If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct. Your Rights If You Are Dissatisfied With Your Credit Card Purchases If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase. To use this right, all of the following must be true: 1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services.) 2. You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit card account do not qualify. 3. You must not yet have fully paid for the purchase. If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at: Comenity Bank PO Box 182782, Columbus, Ohio 43218-2782 While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent. G. Optional products   Credit insurance (as applicable)   Purchasing credit insurance is optional. If you do choose to carry credit insurance coverage, the premium charge will be added to your Account as a purchase on the last day of each billing period. You can cancel your coverage at any time.Account Assure Pro Debt Cancellation (as applicable)   . Purchasing Account Assure Pro is optional. . Enrolling in Account Assure Pro does not affect the terms of your existing credit agreement. . The Account Assure Pro fee is based on your monthly statement balance, whichis your balance on the last day of each billing period. . You will receive terms and conditions, which you should carefully read for all benefit details and exclusions. . You may cancel Account Assure Pro at any time. . If you are currently unemployed, disabled, hospitalized or retired you are not eligible for Account Assure Pro benefits for your present situation; however, you may be eligible for other benefits based on future events. H. Communicating with us   Communicating to you about your Account   If we need to contact you to service your Account or to collect amounts you owe to us, you give direct consent to us, as well as servicers, agents, independent contractors, contractors, debt collectors or collection agencies, and to anyone to whom we may sell your Account, to communicate with you in any way, such as calling, texting, or email via: 1. Your cell, landline, text number or any number you provide, use to contact us, or any number which you may utilize, or to any other device or service for which you may be charged for the call, including, but not limited to, Voice Over Internet Protocol (“VOIP”); 2. Any email address you provide to us or any other person or company that provides any services in connection with this Agreement; 3. Automated telephone dialing systems; 4. Pre-recorded or artificial voice messages and any other form of communication. You also agree that these communications aren’t unsolicited for purposes of any state or federal law and you understand that communications may result in additional mobile, text message, data charges or other charges. Phone monitoring   . To provide you with high-quality service, phone communication with us is monitored and/or recorded. . You agree that we monitor and/or record any phone calls between you and us. . Please inform all authorized cardholders of this provision, including anyone acting on your behalf or making payments on this Account. Communication in Languages Other Than English   You agree to receive all communications and correspondence relating to your Account in English. We may, at our option, communicate with you and/or provide translated documents in a language other than English. Any such communications or documents are provided solely as a courtesy. We may stop communicating with you in non-English languages and/or providing translated documents at any time. While we have attempted to ensure the accuracy of our translations, we are not liable for any inaccuracies in translation or for any misunderstandings due to differences in language usage or dialect. In the event of any inconsistencies between the English version and the translation, the English version will control. For Wisconsin residents: If you are married, please contact us immediately upon receipt of this Agreement at 1-888-292-5707 (Ann Taylor) or 1-866-886-1009 (LOFT} (TDD/TTY 1-800- 695-1788) and provide us with the name and address of your spouse. We are required to inform your spouse that we have opened a credit account for you. For bankruptcy notifications:     All bankruptcy notices and related correspondence to Comenity Bank should be sent to the following address: Comenity Bank, Bankruptcy Department, PO Box 182125, Columbus, Ohio 43218-2125. |. Arbitration and jury trial waiver   For Covered Borrowers under the Military Lending Act (MLA)   The MLA prohibits us from requiring you to submit to arbitration as a condition of extending credit. For additional information see Section J below. A. Jury trial waiver   TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER SHALL NOT AFFECT THE ARBITRATION PROVISION BELOW (INCLUDING THE JURY TRIAL WAIVER CONTAINED THEREIN). YOU AND WE EACH REPRESENT THAT THIS WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY. B. Notice and cure   Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising out of or related to this Agreement (as further defined below, “Claim’”), the party asserting the Claim (“Claimant”) shall give the other party (“Defendant”) written notice of the Claim (“Claim Notice’) and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice to you shall be sent to the address we have in our records (or any updated address you subsequently provide to us). Any Claim Notice to us shall be sent by mail to Comenity Bank, PO Box 182436, Columbus, Ohio 43218- 2436 (or any updated address we subsequently provide). Any Claim Notice you send must provide your name, address and Account number and explain the nature of the Claim and relief demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. No third party, other than a lawyer you have personally retained, may submit a Claim Notice on your behalf. The Claimant must reasonably cooperate in providing any information about the Claim that the Defendant reasonably requests. C. Arbitration provision   READ THIS PROVISION CAREFULLY. IF YOU DO NOT REJECT IT IN ACCORDANCE WITH PARAGRAPH C.1. BELOW, IT WILL BE PART OF THIS AGREEMENT AND WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL RESOLVE ANY CLAIM YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE. 1. Right to Reject: If you don’t want this Arbitration Provision (and any prior arbitration agreement between you and us (“Prior Arbitration Agreement”)) to apply, you may reject it by mailing us a written rejection notice which gives your name and contains a statement that you (both of you, if more than one) reject the Arbitration Provision of this Agreement. The rejection notice must be sent to us at Comenity Bank, PO Box 182422, Columbus, Ohio 43218-2422. A rejection notice is only effective if it is signed by you (all of you, if more than one) and if we receive it within 30 calendar days after the date we first provide you with a credit card agreement or written notice providing you a right to reject this Arbitration Provision. Your rejection of this Arbitration Provision will not affect any other provision of this Agreement or your ability to obtain credit. 2. Parties: Solely as used in this Arbitration Provision (and not elsewhere in this Agreement), the terms “we,” “us” and “our” mean (a) Comenity Bank, any parent, subsidiary or affiliate of the Bank and the employees, officers and directors of such companies (the “Bank Parties”); and (b) any other person or company that provides any services in connection with this Agreement if you assert a Claim against such other person or company at the same time you assert a Claim against any Bank Party. 3. Covered Claims: “Claim” means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, and/or any prior agreement or account. “Claim” includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. “Claim” wuhas the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). “Claim” does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (“Class Action Waiver”), Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration. 5. Choosing the Administrator: “Administrator” means the American Arbitration Association (“AAA”), 120 Broadway, 21st Floor, New York, NY 10271, www.adr.org; JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018, www jamsadr.com; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator willbe appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 6. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. 7. Prohibition Against Certain Proceedings (Class Action Waiver): IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN ACLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION. 8. Location and Costs: Any arbitration hearing that you attend must take place at a location reasonably convenient to you. We will pay any and all fees of the Administrator and/or the arbitrator if applicable law requires us to, if you prevail in the arbitration or if we must bear such fees in order for this Arbitration Provision to be enforced. If you demand an arbitration, we will pay your reasonable attorneys’ and experts’ fees if you prevail or if we must bear such fees in order for this Arbitration Provision to be enforced. Also, we will bear any fees if applicable law requires us to. 9. Governing Law: This Arbitration Provision involves interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by any state arbitration law. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. The arbitrator may award any remedy provided by the substantive law that would apply if the action were pending in court (including, without limitation, punitive damages, which shall be governed by the Constitutional standards employed by the courts). At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award. 10. Discovery: In addition to the parties’ rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have discretion to grant or deny that request. 11. Result and Appeals: Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA and/or the rules of the Administrator. Any finding, award or judgment from an arbitration of any Claim shall apply only to that arbitration. No finding, award or judgment from any other arbitration shall impact the arbitration of any Claim. 12. Interpretation: This Arbitration Provision shall survive the repayment of all amounts owed under this Agreement, the closing of the Account, any legal proceeding and any bankruptcy to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this Arbitration Provision and the applicable arbitration rules or the other provisions of this Agreement, this Arbitration Provision shall govern. This Arbitration Provision replaces any Prior Arbitration Agreement. 13. Severability: If any portion of this Arbitration Provision is held to be invalid or unenforceable, the remaining portions shall nevertheless remain in force, subject to two exceptions. First, if a determination is made that the Class Action Waiver is unenforceable, and that determination is not reversed on appeal, then the Arbitration Provision shall be void in its entirety. Second, if a court determines that a public injunctive relief Claim may proceed notwithstanding the Class Action Waiver, and that determination is not reversed on appeal, then the public injunctive relief Claim will be decided by a court, any individual Claims will be arbitrated and the parties will ask the court to stay the public injunctive relief Claim until the other Claims have been finally concluded. 14. Special Payment: If (1) you submit a Claim Notice in accordance with Paragraph B above on your own behalf (and not on behalf of any other party); (2) we refuse to provide you with the relief you request before an arbitrator is appointed; and (3) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus any fees and costs to which you are entitled). J. Important Information for Covered Borrowers under the Military Lending Act   © For New Accounts - Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). e A “Covered Borrower” is a consumer who, based on the determination made in accordance with 32 CFR Part 232.5, is entitled to the Limitations on Terms of Consumer Credit Extended to Service Members and Dependents under 32 C.F.R. Part 232. Your first statement will indicate whether you are a Covered Borrower, based on a review of the Department of Defense’s database and/or a report from a consumer-reporting agency. If you’re a Covered Borrower, we will notify you in writing no later than 60 days after the determination made in accordance with 32 CFR Part 232.5. ¢ This Agreement shall be interpreted to comply with the Military Lending Act, including its restrictions on permissible loan terms and limitations on interest and fees. If you are a Covered Borrower: (a) the Arbitration Provision and jury trial waiver shall not apply to you; (b) any interest or fees in excess of the permitted limit shall be reduced by the amount necessary to satisfy that limit and any amounts collected in excess of the permitted limit shall be refunded by crediting your Account or by making a direct payment to you; and (c) any other provision of this Agreement that is inconsistent with the Military Lending Act shall not apply to you. © To hear this Military Lending Act disclosure and the payment obligations thereunder, call toll free at 1-866-230-0418; TDD/TTY 1-800-695-1788.  comenity” Comenity Bank, Wilmington, DE 887091032 (02/19) ANN TAYLOR OR LOVELOFT MASTERCARD REWARDS PROGRAM PROGRAM TERMS (“TERMS”) IMPORTANT NOTE: THESE 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. SEE BELOW. Please read these Terms carefully for important information about your rights and obligations in the Ann Taylor and LOVELOFT Rewards Program (“Program”). By participating in the Program, you agree to these Terms. In these Program Terms, “you” and “your” mean the Account holder. “We,” “our,” and “us” mean ANN INC. “Bank” means Comenity Bank or its assignees. The Program is provided by ANN INC. ANN INC is solely responsible for Program operation and may withdraw the Program or change the terms of the Program at any time. The purpose of the Program is to reward customers for certain uses of their Ann Taylor or LOVELOFT Mastercard (“Card”). FOR THE MOST UP-TO-DATE TERMS, PLEASE VISIT COMENITY.NET/ANNTAYLORCARD OR COMENITY.NET/LOFTCARD. . General Information; Definitions. The Program allows you to earn points (“Points”) on the dollars you spend as described in Section 3 below, using your Ann Taylor or LOVELOFT Mastercard Account (your “Account”). Once you hit certain Point thresholds, Ann Taylor or LOVELOFT Rewards Certificate(s) will be issued, which will be valid at Ann Taylor, LOFT, Ann Taylor Factory Stores, LOFT Outlet, Lou & Grey, AnnTaylor.com, LOFT.com, AnnTaylorFactoryStore.com, LOFTOutlet.com and louandgrey.com, as described in Section 4 below. These Terms are separate and independent from your Ann Taylor or LOVELOFT Credit Card Account Agreement (your “Account Agreement”), which governs the use of your Card. In the event of any conflict between these Terms and your Account Agreement, these Terms will control in any matter relating to the Program. All information collected about you in connection with the Program is subject to our privacy policy, which can be obtained at anntaylor.com/privacy for Ann Taylor and loft.com/privacy for LOFT. Purchases made on anntaylor.com or loft.com are subject to Terms of Use at anntaylor.com/terms or loft.com/terms. In the event that the Terms of Use conflict with these Terms, these Terms will control in any matter relating to the Program.     2. Eligibility; Withdrawal of Program. We will be automatically enroll you in the Program when the Bank opens your Account. You may cancel your participation in the Program in accordance with Section 11. Unless you cancel your participation, you will remain enrolled in the Program as long as your Account remains open and in Good Standing and we continue to offer the Program. “Good Standing” means (1) your Account is open to new charges and not over your credit limit, (2) your Account is not more than 60 days past due or otherwise in default, (3) your Card is not flagged as lost, stolen, or fraudulent according to Bank’s records, (4) your Account is not in a hardship or workout program, and (5) you are not subject to a credit counseling arrangement relating to your Account. We may withdraw the Program or deny or revoke your participation in the Program at any time for any reason. 3. Earning Points. The Program is limited to earning Points for Net Eligible Purchases. “Net Eligible Purchases” are purchases of goods and services for personal, family and household purposes using your Card and the Card(s) of your Authorized User(s), if any, minus any returns, refunds or credit adjustments, rounded to the nearest dollar. Points are not earned on, and the term “Net Eligible Purchases” does not include: tax, shipping, returns, refunds, credit adjustments, unauthorized or fraudulent charges, charges that violate the terms of your Account Agreement, purchases made by or for a business or for a business purpose, balance transfers, interest, fees or other Account activity. We have the right to deduct Points from your Points balance for charges that were not or do not remain Net Eligible Purchases. If your Points balance goes negative, you must first earn Points to bring your Points balance to zero before earning any Points eligible for redemption. Points you earn may not be combined with Points earned on any other credit account. Points earned have no cash value and may not be used as payment of any outstanding obligation to the Bank or its affiliates or to ANN INC. (a) Points for Net Eligible Purchases. You will earn Points for Net Eligible Purchases so long as your Account is in Good Standing. @ 5 (#) Points for each $1.00 of Net Eligible Purchases made at ANN INC. brands ® 2(#) Points for each $1.00 of Net Eligible Purchases made on gas or grocery. Gas and Grocery purchases are determined by merchant category codes assigned by Mastercard. ®@ 1 (#) Point for each $1.00 of Net Eligible Purchases made everywhere else Mastercard is accepted. *Merchant Classification: Each retailer, business or any other place where you can make a purchase (“Merchant”) —is assigned a code that indicates the Merchant’s area of business. For example, gas stations or grocery stores are each generally assigned a specific merchant code. We don’t assign or have any control over merchant codes. Merchant codes are chosen and assigned by a third party, who may change the codes from time to time. When you make a purchase at a Merchant, we are provided the code for the Merchant. If the merchant code matches a category that gives you additional Points, you will receive the additional Points for that purchase. Because we don’t control what code a Merchant is assigned, sometimes a purchase that you think fits a certain category may not earn additional Points. Purchases made on your Ann Taylor or LOVELOFT Mastercard on anntaylor.com or loft.com via PayPal, or to purchase an electronic gift card, will only earn 1 (#) Point for each $1.00 of spend. (b) Points for Special Offers. From time to time, we may make special offers for you to earn additional Points for Net Eligible Purchases. These additional points are called “Bonus Points.” The way to earn Bonus Points, and the Bonus Points that can be earned, may vary. Read each offer carefully, as there may be important conditions or limitations, such as blackout periods, Bonus Point 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. 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. During special offer periods, making a returnin the same transaction as your purchase may result in earning fewer Points because Points are calculated off of your Net Eligible Purchase (in this case, your purchase minus return). (c) Posting of Points Earned; Expiration; Forfeiture. You will receive your Points balance on your Account statement and on comenity.net/anntaylorcard or comenity.net/loftcard each month. Points will be received within two monthly billing statements. 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 appear in your Points balance until the Point threshold for a Rewards Certificate is achieved, at which time a Rewards Certificate will be issued as described in Section 4, or until your Points are forfeited, or expire. Points will expire 36 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 Program is terminated or your Account is closed for any reason. You will also forfeit Points as described below and in Sections 9 and 11. You will not receive any compensation or new Points for your Points that expire or are forfeited. 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 or the Bank, 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 goods obtained with them or goods obtained with Rewards Certificates associated 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 or 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 unused Points. 4, Rewards. When you earn enough Points (a “Reward Level”), you will be eligible for a Rewards Certificate as long as your Account is in Good Standing. Rewards Certificate are redeemable for a specified dollar amount of qualifying purchases at Ann Taylor, LOFT, Ann Taylor Factory Stores, LOFT Outlet, Lou & Grey, AnnTaylor.com, LOFT.com, AnnTaylorFactoryStore.com, LOFTOutlet.com and louandgrey.com. The current Reward Level is 2,000 Points (2,000 Points = $20 Rewards Certificate). The current maximum Reward Level is a $300 Rewards Certificate) per billing cycle. Reward Levels are subject to change without notice. Once you’ve earned a Rewards Certificate, your Points balance will be reduced by the number of Points used to obtain the Rewards Certificate(s). Rewards Certificates will be provided on comenity.net/anntaylorcard, comenity.net/loftcard, the Ann Taylor Credit Card App, LOVELOFT Card App within 3 business days after earning the requisite Points, or such other method as we may choose from time to time, and will be provided in your billing statement within 30 days after issuance. To change the primary billing address for your Account, please contact the Bank, as described in Section 5. We will only issue a Rewards Certificates if your Account is in Good Standing. If your Account is not in Good Standing, you will not be eligible to receive Rewards Certificates until the end of the billing period in which your Account is once again in Good Standing. Rewards Certificates expire 100 days from the date they are issued. The Rewards Certificate will be forfeited if the merchandise is returned. Rewards Certificates are issued for reward purposes only. The value of your Reward(s) will be refunded on a merchandise return in stores, or on a return, exchange or cancellation online if Reward(s) were used to make the purchase. Rewards Certificates have no cash value and may not be applied to taxes or shipping charges. Rewards Certificates will not be honored retroactively in connection with any prior purchases. Rewards Certificates may not be used as payment of any outstanding obligations to the Bank or its affiliates. Rewards Certificates can be partially redeemed if the purchase amount does not exceed the Rewards Certificate amount. The remaining amount can be used until the value expires. Any additional exclusions or limitations for use of Rewards Certificates will be provided to you on the Rewards Certificate To the extent allowed by applicable law, we may cancel any earned or outstanding Rewards Certificates 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. 5. Communications, Program Activity and Customer Service. We may contact you about the Program by mail, phone, e-mail or other methods permitted under applicable law. As needed, you agree to promptly update your contact information at comenity.net/anntaylorcard or comenity.net/loftcard or Ann Taylor Mastercard 1-888-292-5707 (TDD/TTY 1-800-695-1788) or LOFT Mastercard 1-866-886-1009 (TDD/TTY 1-800- 695-1788). We are not responsible for Rewards Certificates or communications lost or undelivered due to incorrect or changed address or other contact information. 6, 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 Ann Taylor Mastercard 1-888-292-5707 (TDD/TTY 1-800-695-1788) or LOFT Mastercard 1-866-886-1009 (TDD/TTY 1-800-695- 1788) immediately. 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 Terms or to your rights and remedies under these Terms, which are solely as set forth in these 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. 7, Limited Liability. Unless otherwise required by law or our agreements with you, neither ANN INC. nor the Bank, nor any of our or its parents, affiliates, subsidiaries, 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 Program; (b) any claim relating to products purchased using any Rewards Certificates obtained through the 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. Notwithstanding the foregoing, and to the fullest extent permitted by law, any liability that we or they may have to you in connection with the Program shall be limited to the amount of any Points you have earnedin accordance with these Terms. 8, No Warranties. The Bank does not: (a) endorse Rewards Certificates or products or services purchased at ANN INC. using Rewards Certificates; (b) make any express or implied warranty regarding Rewards Certificates or products or services purchased at ANN INC.; or (c) guarantee the performance of Rewards Certificates or products or services purchased on ANN INC. 9 ,Changes. Subject to any requirements and limitations of applicable law, we may at any time for any reason add to, change, limit, or terminate the Program or these 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. 10. Taxes. You are solely liable for any applicable taxes arising out of the accrual or use of Points or Rewards Certificates. Consult your tax advisor concerning any tax consequences. 11. Cancelling Program Participation. You may cancel your participation in the Program at any time by calling us at Ann Taylor Mastercard 1-888- 292-5707 (TDD/ TTY 1-800-695-1788) or LOFT Mastercard 1-866-886-1009 (TDD/TTY 1-800-695- 1788). 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 Certificates unless you also close your Account. 12. Governing Law; Assignment. The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of New York, without any reference to its choice of law provisions. You may not assign your rights or obligations under these Terms to any other person or entity. 13. Agreement to Arbitrate. Any legal dispute between you and ANN INC. concerning or arising out of your use of the Program, these Terms, any products or services distributed through the Program, your participation in the Program provided by ANN INC., or any other dispute of any nature between you and ANN INC, shall be resolved through binding individual arbitration. However, either you or ANN INC. may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The binding arbitration will be before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. (“JAMS”) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. Unless you and ANN INC. agree otherwise, any arbitration hearing shall take place in the county of your residence. If you live outside the United States, any arbitration will take place in New York, New York. Ann Taylor will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys’ fees and expenses against you. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Terms and Conditions, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the State of New York will govern. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. We encourage you to call ANN INC. in advance of filing a claim for arbitration to see if the dispute can be settled prior to arbitration. 14. Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and ANN INC. also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and ANN INC. hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration. 15. Entire Agreement; Severability; Conflicts; No Waiver. These Terms contain the entire agreement between you and us regarding the Program, and supersede any previous terms and conditions governing the Program we may have provided to you. The Program is not available where and to the extent prohibited by law. If any part of these Terms conflict with applicable law, 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 delay or do not enforce them. All waivers of any of these Terms by us must be ina writing executed by someone with authority to bind us. The Mastercards are issued by Comenity Bank, pursuant to a license from MasterCard International Incorporated. MasterCard is a registered trademark of MasterCard International Incorporated.rev. 10/18 FACTS WHAT DOES COMENITY DO WITH YOUR PERSONAL INFORMATION?     what we do. Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand     * Credit history and credit scores The types of personal information we collect and share depend on the product or service you have with us. This information can include: « Social Security number and income * Account balances and transaction history       All financial companies need to share customers’ personal information to run their everyday business, {In the section below, we list the reasons financiat companies can share their customers’ personal information; the reasons Comenity chooses to share; and whether you can limit this sharing.   Reasons we can share your personal information   For our everyday business purposes— such as to process your transactions, maintain your account{s), Does Comenity share? Can you limit this sharing?                 . ee Yes No respond to court orders and legal investigations, or report to credit bureaus For our marketing purposes—to offer our products and Yes No services to you For joint marketing with other financial companies Yes No For our affiliates’ everyday business purposes— Yes No information about your transactions and experiences For our affiliates’ everyday business purposes— information about your creditworthiness Yes Yes For our affiliates to market to you Yes Yes For nonaffiliates to market to you Yes Yes       To limit our (TDD/TTY 1-888-819-4918) Please note: « Credit Card customers — our menu will prompt you through your choices: o Comenity Bank customers: Call 1-800-220-1181 (TDD/TTY 1-800-695-1788) o Comenity Capital Bank customers: Call 1-877-287-5012 . * Comenity Direct (online deposits) customers: Cail 1-833-755-4354; dial 7 sharing for a representative. For operator relay assistance, first dial 741. If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.       Credit Card customers: Call 1-866-423-1097 Comenity Direct (online deposits) customers: Call 1-833-755-4354    Page 2             Who we are Who is providing This privacy notice is provided by the Comenity family of companies, this notice? including Comenity Bank and Comenity Capital Bank. What we do How does Comenity | To protect your personal information from unauthorized access and use, protect my personal | we use security measures that comply with federal law. These measures     information? include computer safeguards and secured files and buildings. How does We collect your personal information, for example, when you Comenity * open an account or provide account information collect my « make deposits or withdrawals from your account ¢ give us your income information * use your credit or show your driver's license We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Why can’t I limit Federal law gives you the right to limit only all sharing? « sharing for affiliates’ everyday business purposes—information about your creditworthiness ¢ affiliates from using your information to market to you « sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. What happens when | Your choices will apply to everyone on your account. I limit sharing for an account I hold jointly with someone else? personal information?       Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. * Our affiliates include Companies with a Comenity name; financial companies such as Comenity Bank, Comenity Capital Bank, and other Comenity entities; nonfinancial companies such as Epsilon, Alliance Data, and LoyaltyOne. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. *  Nonaffiliates we share with can include financial service providers, retailers, direct marketers, publishers, and nonprofit organizations.     Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. * Our joint marketing partners may include lenders and insurance companies.     Other important information We also will comply with more restrictive state laws to the extent that they apply; for example, Vermont or California.      Pricing Addendum   Interest Rates and Interest Charges Annual Percentage Rate (APR) for Purchase Prime Rate plus 21 74%. This APR will vary with the market based on the Prime Rate.   AAPR for Cash Advances Prime Rate plus 21.74». This APR will vary with the market based on the Prime Rate.   APR for Balance Transfers 26.99%.   Paying Interest Your due date is at least 23 days after the close of each billing cycle. We will not charge you interest on purchases if you pay your entire balance by the due date each month. We will begin charging interest on cash advances and balance transfers on the transaction date.     Minimum Interest Charge   If you are charged interest, the charge will be no less than $1.00 per credit plan.   ° Annual Fee None   Transaction Fees ° Balance Transfer ° Cash Advance ° Convenience Check ° Foreign Transaction The greater of $10.00 or 5% of the amount of the balance transfer. The greater of $10.00 or 3% of the amount of the cash advance. The greater of $10.00 or 3% of the amount of the convenience check. 3% of each transaction in U.S. dollars.   Penalty Fees ° Late Payment ) Returned Payment Up to $39.00 Up to $25.00     Balance Computation Method   We use a method called "daily balance."