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VICTORIA'S SECRET ANGEL REWARDS PROGRAM 

PLEASE READ THE FOLLOWING TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN THE VICTORIA'S SECRET ANGEL REWARDS PROGRAM.

POINTS ACCRUED UNDER THIS PROGRAM EXPIRE 12 MONTHS FROM THE DATE THEY ARE EARNED. BEFORE THEIR EXPIRATION, POINTS ARE REDEEMABLE FOR ANGEL REWARDS. SEE SECTION 9 BELOW FOR INFORMATION REGARDING ANGEL REWARDS REDEMPTION. ANGEL REWARDS ARE ISSUED FOR AWARD PURPOSES AND EXPIRE 90 DAYS FROM THE DATE THEY ARE ISSUED. YOU WILL NOT BE CHARGED FEES IN CONNECTION WITH THE ANGEL REWARD. SEE YOUR CREDIT CARD ACCOUNT AGREEMENT FOR ANY FEES THAT YOU MAY INCUR FOR USING YOUR VICTORIA'S SECRET ANGEL CREDIT CARD.

THIS REWARDS PROGRAM IS PROVIDED BY VICTORIA'S SECRET WHICH IS SOLELY RESPONSIBLE FOR THE TERMS OF THE PROGRAM. VICTORIA'S SECRET MAY CHANGE THE TERMS OF THE PROGRAM AT ANY TIME, WITH NOTICE TO YOU.

1. General Information; Definitions; Changes:
The Victoria's Secret Angel Rewards Program (the "Program") allows you to earn Reward Points ("Points") on the dollars you spend as described in Section 3 below, using your Victoria's Secret Angel Account (your "Account"). Points may be earned by you and anyone you authorize to use the Account. Points are redeemable for Victoria's Secret Reward Certificates ("Angel Rewards") as specified in Section 3, below.

These Program Terms are separate and independent from your Victoria's Secret Angel Credit Card Account Agreement (your "Agreement"), which governs the use of your Victoria's Secret Angel Credit Card (your "Card"). In the event of any conflict between these Program Terms and your Agreement, these Terms will control in any matter relating to the Program.

In these Program Terms, "Cardholder", "Participant", "you" and "your" mean the Credit Card Account holder. "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. These Program Terms contain the entire understanding between you and us regarding the Program. VICTORIA'S SECRET MAY CHANGE THE REWARD PROGRAM AND THESE REWARD PROGRAM TERMS AT ANY TIME AND FOR ANY REASON, WITH NOTICE TO YOU.

All Program rules apply to Angel Rewards Program membership, Point offers, Point accrual, Point redemption, status points, rewards and benefits. Other restrictions apply. Participation as an Angel Rewards Member is subject to any terms and conditions, rules, policies and procedures that Victoria's Secret may at its discretion change at any time, with notice to you. The Program is provided by Victoria's Secret, and Victoria's Secret reserves the right to terminate the program or change the program terms, benefits, conditions of participation or points levels, in whole or in part, at any time, with notice to you.

2. Eligibility:
You are automatically enrolled in the Angel Rewards Program by having an activated Angel Credit Card in good standing. To remain eligible to accumulate Points under the Program, your Account must be in Good Standing. "Good Standing" means your Account (1) is 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 Bank's written or electronic records. Angel Rewards Membership will be renewed automatically each year as long as your Account is in Good Standing and we continue to offer the Program, unless you notify us of cancellation. Notwithstanding anything to the contrary in these Program Terms, Victoria's Secret reserves the right to approve, deny or revoke Participation in the Program to any individual for any non-discriminatory reason whatsoever. "Participation" includes Points earning, Rewards earning and redemption, and any other benefits associated with the Angel Rewards Program.

3. Earning Points:
You will earn Points for Net New Purchases on your Account so long as your Account is in Good Standing. You will earn 1 Point for each $1.00 of Net New Purchases.

All transactional Points earning will be based on Net New Purchases. "Net New Purchases" are any purchases with your Angel Card of goods and/or services made by you or any Authorized User of the Account plus applicable taxes and shipping and handling charges, minus any returns, refunds or credit adjustments, with the total amount rounded to the nearest dollar. Points awarded for purchases that are returned or refunded or otherwise adjusted will be deducted from your Point balance. Such deductions may result in a negative Points balance, in which case, any Points you earn will be applied to reduce that balance and you will not be able to redeem Points until you again have a positive balance.

You will earn 1 point for each $1 of Net New Purchases on your Angel Card (outside of bonus Point events). Angel and VIP cardholders earn a $10 Angel Reward with every 250 points, and Forever cardholders earn a $15 Angel Reward with every 250 points. Angel Rewards will be mailed to you within 3-6 weeks of being earned. Any returns made will be reflected in your points balance (including a negative points balance if your return amount is greater than your current Points balance), even if you have already earned/redeemed an Angel Reward. Purchases made at Bath & Body Works do not earn points, nor can Angel Rewards be redeemed at Bath & Body Works. We reserve the right to verify and adjust Points at any time prior to or following posting or redemption. There is no maximum number of Points that may be earned per billing cycle or year.

Points are not earned on: unauthorized or fraudulent charges, purchases made by or for a business or for a business purpose, or interest or fees.

We may from time to time make special offers for you to earn additional Points on specific purchases. The terms and conditions for such special offers (such as which purchases qualify and the number of additional Points you may earn) will be disclosed at the time of offer. Please check those terms and conditions carefully, as there may be important conditions or limitations (such as blackout periods, Point limitations or exclusions). For e-mail only benefit offer(s), you must provide and maintain a valid e-mail address to receive offer(s). Availability of any special offer is subject to change without notice. See terms and conditions of each such special-offer promotion: limitations may apply. Bonus Points will be awarded for every dollar of Net New Purchases. Some or all of such special offers to accumulate additional Points may require you to register your Account in order to be eligible for the offer. For special offers requiring registration, the offer will provide you with information on how to register, as well as the time period in which you must register in order to be eligible for the offer; you must register within the required time period and prior to making a qualifying purchase in order to receive the additional Points on such purchase. Benefits and rewards associated with the Angel Card may vary by location. Not valid on previous purchases. Bonus Points may take up to 6 weeks to be posted to your account.

4. Triple Points on Bra Purchases:
You will earn triple Points for all bra purchases on your Account, including clearance and discounted bras. Triple Points will be awarded for every dollar of Net New Purchases on bras. All other non-bra items purchased within the same transaction will earn the points otherwise noted in Section 3 and not the triple Points, unless the non-bra items are covered by your chosen triple points day as noted in Section 5, below. Separate bonus Point promotions cannot be combined at any time to earn more than the triple Points on a bra purchase. The triple Points for bra purchases shall commence with bra purchases made on or after September 1, 2015. Any bra purchases made prior to September 1, 2015 are not eligible for triple Points.

5. Choose Your Triple Points Day(s):
You can be eligible to choose up to three triple Points days per Program Year. Triple Points on each selected day will apply to all purchases made with your Angel Card. The number of selected triple Point days earned is determined by your Tier status at the time during the Program Year when the triple Points day(s) selection is made. "Program Year" for purposes of the triple Point day(s) is based on a 12 month period commencing on February 1 each year and ending on January 31 of the following year. Angel Tier earns one selected day, Angel VIP Tier earns two selected days, and Forever Angel Tier earns three selected days. Triple Point day(s) must be chosen within 90 days after the purchase(s). You must call 1.844.3XANGEL (1.844.392.6435) to specify your choice of day(s) for triple Points to apply to all your purchases made with an Angel Card on the selected day. If you do not timely select your triple Points day, then the triple Points for the non-bra transactions on that day will not be awarded. Bonus Points will be applied to your rewards account within 3-6 weeks after selecting your triple Points day. Triple Points cannot be combined with other Point-earning promotions to earn more than triple Points.

6. Earning Points towards Tier Status:
Cardholders are eligible to earn unlimited Points towards Tier status. Tier status can be reached by earning the stated amount of points for each Tier within a rolling 12-month period. Earn 500 points on your Angel Credit Card within a rolling 12-month period and we'll automatically upgrade you to the Angel VIP Credit Card. Earn 1,000 points on your Angel or Angel VIP Credit Card within a rolling 12-month period and we'll automatically upgrade you to the Angel Forever Credit Card. For a complete list of benefits associated with each Tier, click here. Your account must be in good standing at time of upgrade.

7. Maintaining Tier Status:
Cardholders at Angel or VIP Tier status will remain at this status until a higher qualifying Tier status is reached. Once a Cardholder has reached Forever Tier status, the Cardholder will remain at Forever Tier status for the Program year in which Forever Tier status was reached and one subsequent Program year. The Program year begins on February 1st and ends on January 31st. A Cardholder at Forever Tier status must re-qualify for Forever Tier status by earning 1,000 points during each subsequent Program year. If a Forever Tier Cardholder does not earn 1,000 points during a subsequent Program year to maintain Forever Tier status, the Cardholder will be reset to VIP Tier status. Once a Cardholder has earned a VIP or Forever Tier status, the Cardholder will not be moved down to the Angel Tier, even if the Cardholder falls below 500 points in a Program year. See section 7 for additional details regarding Points earning towards Tier status.

8. Expiration of Reward Points:
Points not redeemed will be carried over to the following statement period. Points expire 12 months from the date they are earned or if your account is inactive (no purchases made) for 12 consecutive months. Once Points expire, they may not be redeemed. 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, if you file for bankruptcy, or if the Bank or you close your Account for any reason. You will not be entitled to and will not receive any compensation from us or from the Bank for your Points that expire or are forfeited.

9. Redeeming Angel Rewards:
Your Account must be in good standing, as defined in Section 2, at the time your Angel Reward is redeemed. Angel Rewards used in stores must be surrendered at time of purchase; valid in U.S., non-outlet Victoria's Secret stores only. Angel Rewards redeemed by phone or online are one-time use only. You can redeem multiple Angel Rewards on a single transaction in stores or by phone and may be able to add up to three Angel Rewards per transaction online as long as the offer codes are different. The value of the purchase must be equal to or greater than the value of the Angel Reward. Angel Rewards cannot be credited to an account, redeemed for cash, applied to a previous purchase or used for purchasing gift cards or e-gift cards, whether in stores, by phone or online. The value of Angel Rewards will not be refunded on a merchandise return in stores, or on a return, exchange or cancellation online. Angel Rewards expire 90 days from the date they are issued. Please see expiration date printed on your Angel Reward. Lost or stolen Angel Rewards are not replaceable. Selling Angel Rewards is prohibited. Victoria's Secret reserves the right to revoke Participation in the Program of any persons caught selling or attempting to sell an Angel Reward, and all unused and unexpired Points will be forfeited.

10. Free Standard Shipping on Purchases that Include Bras:
Free standard shipping and handling is available for purchases made with an Angel Card that include a bra. By entering the offer code available at www.victoriassecret.com/angelcard, the shipping & handling charges will be deducted for eligible orders; this applies only to orders shipped within the 48 contiguous states and for standard shipping only. For orders including bras made with an Angel Card that are to be shipped to Alaska, Hawaii or the U.S. Territories, standard shipping and handling will be reduced to $4.99. These shipping Offers Exclude: Clearance bras (price ending $.99), prior purchases, and purchases with other shipping or bra offers.

11. Communications:
We and the Bank may communicate with you regarding any matter related to the Program by mail, telephone, or electronic communication. You may update your contact information by signing in to your account at comenity.net/victoriassecret. Neither We nor the Bank are responsible for communications, including Angel Rewards, lost due to change of address or other contact information. Even if you opt-out of marketing materials from Victoria's Secret, if your Angel Rewards Membership is still active, you will continue to receive relationship/operational emails related to Angel Rewards unless your Account is cancelled.

12. Program Activity and Customer Service:
You can view your Program activity online at vsangelcard.com or on your monthly billing statement, which will show the number of unused Points in your Points balance and any redemption activity. For any questions regarding the Program, you can also call 1-800-695-9478(TDD/TTY 1-800-695-1788).

13. Points Disputes:
Your billing rights and the special rights that apply when you are dissatisfied with your credit card purchases, which rights are set forth in your Agreement, do not apply to the Program. If you believe that a purchase made on your Account should have resulted in the addition of Points to your accumulated Points balance, and such Points are not reflected in the accumulated Points balance within forty-five (45) days of the date on which the purchase posted to your Account ("Points Dispute"), notify the Bank immediately. The Bank will use reasonable efforts to investigate your Points Dispute so long as you notify them of such dispute within ninety (90) days of the posting date of such purchase. If you do not notify the Bank within such ninety (90)-day period, you will have waived your right to make a Points Dispute with respect to that purchase. In order for the Bank to undertake an investigation of your Points Dispute, they may require you to provide written confirmation of the dispute. If the Bank does not receive the requested written confirmation at the address and within the time requested, they may in their sole discretion determine not to investigate your Points Dispute. Upon completion of the Bank's investigation of your Points Dispute, they will have no further responsibilities should you later reassert the same Points Dispute.

14. Non-Waiver:
We may waive any obligation you have under these Program Terms without losing our right at a later time to enforce that same obligation. We will not lose any of our rights under these Program Terms if we delay taking action for any reason. If we take any other action, we will not lose any rights under these Program Terms.

15. In-Store Payments:
Cardholders can go in-store to make a payment on their Account. Cardholders are eligible to earn double Points on any Net New Purchases if an in-store payment is made at the time of transaction. Double Points will not be awarded on bra purchases, and cannot be combined with any other bonus Point promotions. This benefit can only be earned once per month up to a maximum of 1,000 Points.

16. No Warranties:
The Bank does not: (a) endorse Angel Rewards or products purchased at Victoria's Secret; (b) make any express or implied warranty regarding Angel Rewards or products purchased at Victoria's Secret; (c) guarantee the performance of Angel Rewards or products purchased at Victoria's Secret; or (d) operate or control Angel Rewards offered through this Program. We do not (a) make any express or implied warranty regarding Angel Rewards or products purchased at Victoria's Secret; or (b) guarantee the performance of Angel Rewards or products purchased from us.

17. Changes to the Program:
With notice to you, Victoria's Secret may, at any time: (a) change, limit, or terminate any aspect of the Program or these Program Terms, including the types of Rewards available and the cost of Rewards; (b) terminate the Program in its entirety; (c) amend these Program Terms in whole or in part, including adding provisions covering subjects not previously addressed; (d) discontinue or replace any Rewards with similar Rewards or Rewards of lesser, equal or greater value; (e) add or increase fees charged in connection with the Program; or (f) terminate your participation in the Program for any reason. Changes may apply retroactively and may affect outstanding transactions and Points, and may include, without limitation, the earnings rate for Points, the number of Points required to obtain Rewards, the type of transactions qualifying for Points, the type or value of Rewards, the expiration date of Points, and the maximum number of Points that may be earned per billing cycle or year. Any of the foregoing actions may be taken even if such actions affect the value of Points already earned. If the Program is terminated or a Membership is terminated, Victoria's Secret may also terminate any unused Points or Rewards that remain at the time of termination.

18. Lost, Stolen or Damaged Cards:
You will not lose your unused Points if your Card is lost, stolen or damaged and the Bank provides a replacement Card, even if such replacement Card has a different account number. However, if your Card is reported as lost, stolen, or damaged you will not earn Points until the Bank provides a replacement Card.

19. Privacy and Website Terms of Use:
All information collected about you in connection with the Card Program is subject to our privacy policy, which can be obtained here. All information collected in connection with the Reward 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 Program Terms, the Program Terms will control.

20. 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 Program and forfeiture of unused Points.

21. Taxes:
You are solely liable for any applicable federal, state or local income, sales, use, or other taxes arising out of the accrual or use of Points. Consult your tax advisor concerning any tax consequences that may arise from your participation in the Program.

22. Severability:
If a court of competent jurisdiction or any government agency determines that any provision of these Program Terms is void or unenforceable, that provision will continue to be enforceable to the extent permitted by that court or agency, and the remainder of that provision will no longer be considered as part of these Program Terms. However, all other provisions will remain in full force and effect.

23. Limited Time to File Claims:
If you want to assert a dispute against Victoria's Secret, then you must commence it within the applicable statute of limitations after the dispute arises, or it will be forever barred. "Commencing" means filing for arbitration with the AAA as set forth in the Arbitration section.

24. Binding Arbitration:
ANY DISPUTE THAT CANNOT FIRST BE RESOLVED THROUGH INFORMAL METHODS WILL BE SUBMITTED TO BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA) then in effect (the "Rules"), except as modified herein. The arbitration will be administered by the AAA. Claims or disputes that fall within the scope of the small claims court's limited jurisdiction may, however, be submitted to such court. 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. 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 circumstances. If the parties are unable to agree on a location, the determination should be made by an independent arbitrator.  You and Victoria's Secret will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if the 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 arbitration provision to be enforceable, then Victoria's Secret will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply and be bound by these Terms, and will determine any dispute according to applicable law and facts based upon the record and no other basis. After the hearing, the arbitrator(s) will decide the dispute and render a written decision setting forth the issues adjudicated, the resolution thereof and the reasons for the award. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in the federal or state courts located in Columbus, Ohio, United States. The Federal Arbitration Act ("FAA"), will apply to the dispute and will govern whether the dispute is subject to arbitration, including the No Class Action Matters section below. You can obtain AAA procedures, rules and fee information as follows: AAA: 800.778.7879, http://www.ADR.org.

25. No Class Action Matters:
Disputes hereunder will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. THIS MEANS YOU AND VICTORIA'S SECRET AGREE THAT EACH MAY BRING CLAIMS REGARDING SUCH DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. There will 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 regarding arbitration on a class-action basis is unconscionable or unenforceable, then the dispute must be brought exclusively in a State or Federal court located in Columbus, Ohio as set forth above. Notwithstanding any other provision of these Terms, 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 federal or state court located in Columbus, Ohio, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

26. Waivers:
We can delay enforcing our rights under these Program Terms without losing them. In addition, our failure to exercise our rights on any one occasion, or even on more than one occasion, does not constitute a waiver of our rights for any future occasion. All waivers must be in writing.

27. Prior Terms:
These Terms supersede all previously published Terms in their entirety as of the effective date noted below.

Effective: July 12, 2016