CRATE AND BARREL REWARDS PROGRAM TERMS ("TERMS")

These Terms are subject to the jury trial waiver and arbitration provision in your Credit Card Account Agreement ("Agreement").

Please read these Terms carefully for important information about your rights and obligations in the Crate and Barrel Rewards Program ("Program").

The program is provided by Crate and Barrel. Crate and Barrel is solely responsible for Program operation and may change the terms of the Program at any time.

1. General. The Program allows you to earn points ("Points may be referred to as "Reward Dollars") or Deferred Financing ("Deferred Financing") on eligible spend using your Crate and Barrel Account ("Account"). Reward Dollars will automatically be redeemed for a Reward Dollars Certificate (the "Certificates") via a certificate code which will appear on your monthly billing statement. Reward Dollars Certificates are only redeemable for merchandise at or through U.S. Crate and Barrel, CB2, or The Land of Nod brand catalogs, stores, crateandbarrel.com and mobile sites.

In these Terms, "you" and "your" mean the Account holder. "We," "our," and "us" mean Crate and Barrel. "Bank" means Comenity Bank or its assignees. Other capitalized words not specifically defined have the same meaning as in your Agreement.

2. Eligibility. You will be automatically enrolled in the Program when the Bank opens your Account. Membership will be renewed automatically each year as long as your Account remains open and we continue to offer the Program. We may deny or revoke membership in the Program at any time for any reason.

3. Earning Reward Dollars or Deferred Financing. You will earn Reward Dollars for Net New Purchases less than $999 on your Account OR if the purchase is equal to or greater than $999, you can choose between earning Reward Dollars or the Deferred Financing option so long as your Account is in Good Standing. You will earn:

_One_ (1) Point for each $1.00 of Net New Purchases on transactions less than $999 and One (1) Point for each $1.00 of Net New Purchases on transactions equal to or greater than $999, if the Reward Dollars option is chosen.

If the Deferred Financing option is chosen for Net New Purchases equal to or greater than $999, you will not earn any Reward Dollars, however you will receive:

6 Months Deferred Financing - No interest if paid in full in 6 months. Interest will be charged to your account (at the standard APR) from the purchase date if the purchase balance is not paid in full within the promotional period or if you make a late payment. Minimum monthly payments for this plan during the promotional period will be the greater of: the amount of $5 or 1% of your account balance (rounded to the nearest dollar). Crate and Barrel Credit Card Accounts are offered by Comenity Bank which determines qualifications for credit and promotion eligibility. At no time will the minimum payment due be less than $25.00. Minimum Interest Charge is either $1.00 or $2.00, depending on when you opened your account. The standard APR is either a variable APR of 27.24%, based on the Prime Rate, or a standard APR of 22.80%, depending on when you opened your account. Required minimum purchase of $999. See your Agreement for details specific to your Account.

"Net New Purchases" means purchases of goods and/or services made by you or any Authorized User on your Account minus any returns, refunds or credit adjustments, rounded to the nearest dollar. Reward Dollars awarded for purchases that are returned or refunded or otherwise adjusted will be deducted from your Reward Dollars total. Such deductions may result in a negative Reward Dollars balance, in which case, any Reward Dollars you earn will be applied to reduce that balance.

Reward Dollars are not earned on: unauthorized or fraudulent charges, purchases made by or for a business or for a business purpose, purchases of debt cancellation products, interest or fees.

We may from time to time make special offers for you to earn additional Reward Dollars on specific purchases. The terms and conditions for such special offers (such as which purchases qualify and the number of additional Reward Dollars 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). Availability of any special offer is subject to change without notice.

Reward Dollars will be posted to your Reward Dollars balance on Account Center within 2 days from when the purchase is posted to your Account and will be available for redemption at that time. We reserve the right to verify and adjust Reward Dollars at any time prior to or following posting or redemption. There is no maximum number of Reward Dollars that may be earned per billing cycle or year.

Redeeming Reward Dollars for Certificates. Reward Dollars will automatically redeem for Reward Dollars Certificates when the threshold (subject to change, without notice) is met. Reward Dollars Certificates are issued in $20 increments via your monthly billing statement.

200 Reward Dollars = $20 Reward Dollars Certificate

Reward Dollars will be redeemed on a "first in, first out" basis, such that the first Reward Dollars earned will be the first Reward Dollars redeemed. Once a Reward Dollars Certificate is issued, your Reward Dollars balance will be reduced by the number of Reward Dollars used to obtain the Reward Dollars Certificate(s). In the event a return, refund, or credit adjustment results in insufficient Reward Dollars for Reward Dollars Certificate(s), future Reward Dollars earnings will be applied to the balance until such time as sufficient Reward Dollars are earned to cover the issuance of the Reward Dollars Certificate(s). Reward Dollars you earn may not be combined with Reward Dollars earned by anyone else for purposes of receiving Certificates. Reward Dollars earned have no cash value, and cannot be purchased, sold or redeemed for cash. Reward Dollars may not be used as payment of any outstanding obligations to the Bank or its affiliates.

Reward Dollars Certificates may only be issued if your Account is Current. If your Account is not Current, you will not be eligible to receive them until the end of the billing period in which your Account is once again Current. "Current" means your Account (1) is open to new charges, (2) is not delinquent or in default under the Agreement, (3) does not have a balance over the assigned credit limit, and (4) is not flagged as lost, stolen, or fraudulent according to Bank’s written or electronic records.

Point Expiration and Forfeiture. Reward Dollars not redeemed will be carried over to the following statement period. However, Reward Dollars will expire 12 months after the date that they are earned. Once Reward Dollars expire, they may not be redeemed. You will also forfeit your unused and unexpired Reward Dollars if you attempt to violate the prohibitions on the transfer of Reward Dollars, 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 the Bank for your Reward Dollars that expire or are forfeited.

Reward Dollars Certificates. There is no limit on redeeming Reward Dollars Certificates per purchase. Reward Dollars Certificates have no cash value. Reward Dollars Certificates will not be honored retroactively in connection with any prior purchases. Lost, stolen, or expired Reward Dollars Certificates are not replaceable. A Reward Dollars Certificate is not combinable with the employee discount.

Except as provided below, once earned, we will send a Reward Dollars Certificate to your primary billing address within 60-90 days. You may update your contact information via Account Center at www.comenity.net/crateandbarrel or by calling 1-866-258-0114 (TDD/TTY 1-800-695-1788). We are not responsible for communications, including Reward Dollars Certificates, lost due to change of address or other contact information.

We will only issue a Certificate if your Account is Current. If your Account is not Current, you will not be eligible to receive Certificates until the end of the billing period in which your Account is once again Current. "Current" means your Account (1) is open to new charges, (2) is not delinquent or in default, (3) is not overlimit, and (4) is not flagged as lost, stolen, or fraudulent according to Bank’s records.

You may not combine a Reward Dollars Certificate with any other discount, except as otherwise provided in the offer. Certificates are issued for award purposes only. Certificates have no cash value. Certificates will not be honored retroactively in connection with any prior purchases. The full amount of the Certificate must be used at the time of redemption. Certificates may not be used as payment of any outstanding obligations to the Bank or its affiliates. Reward Dollars Certificates expire 90 days from the date they are issued.

4. Communications, Program Activity and Customer Service. We may communicate with you regarding the Program by mail, telephone, or electronic communication. You agree to promptly update your contact information via Account Center at www.comenity.net/crateandbarrel or by calling 1-866- 258-0114 (TDD/TTY 1-800-695-1788). We are not responsible for communications lost due to change of address or other contact information.

You can view your Program activity via Account Center at www.comenity.net/crateandbarrel or on your billing statement, which will show the number of unused and unexpired Reward Dollars in your Reward Dollars balance and any redemption activity. For customer service, call us at 1-866-258-0114 (TDD/TTY 1-800-695-1788).

5. Reward Dollars Disputes. Your billing rights and the special rights that apply when you are dissatisfied with your credit card purchases in your Agreement do not apply to the Program. If you believe that a purchase should have resulted in the addition of Reward Dollars to your Reward Dollars balance, and such Reward Dollars are not reflected in your Reward Dollars balance within sixty to ninety (60-90) days of the date the purchase posted to your Account ("Reward Dollars Dispute"), notify us by calling 1-866-258-0114 (TDD/TTY 1-800-695-1788) immediately. We will use reasonable efforts to investigate your Reward Dollars 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 may decline to investigate further if you do not provide the requested confirmation. Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute.

7. Limited Liability. Unless otherwise required by law or our agreements with you, neither the Bank nor Crate and Barrel, nor any of our or its affiliates, officers, directors, employees, 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 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, any liability that we may have to you in connection with the Program shall be limited to the amount of any Points you have earned in accordance with these Terms.

8. No Warranties. The Bank does not: (a) endorse Certificates or products purchased at Crate and Barrel; (b) make any express or implied warranty regarding Certificates or products purchased at Crate and Barrel; (c) guarantee the performance of Certificates or products purchased on Crate and Barrel; or (d) operate or control Certificates offered through this Program.

Changes. Subject to any requirements or limitations of applicable law, we may at any time for any reason change, limit, or terminate any aspect of the Program or these Terms. Changes may apply retroactively and may affect outstanding transactions and Points.

10. Taxes. You are solely liable for any applicable taxes arising out of the accrual or use of Points. Consult your tax advisor concerning such tax consequences.

11. Entire Agreement; Severability; No Waiver; Conflicts. The Program is not available to the extent prohibited by law. If any part of these Terms conflict with applicable law, that provision will be considered modified to conform to applicable law. If any part of these Terms is invalid, the rest will remain in effect. We will not lose our rights under these Terms because we delay or do not enforce them. These Terms are separate from and do not modify your Agreement. In the event of any conflict between these Terms and your Agreement, these Terms will control in any matter relating to the Program.

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