AGREEMENT
This Agreement (this "Agreement") is entered into to be effective as of July
12, 1999 (the "Effective Date"), by and between XxxxXxx.xxx Inc., a
Washington corporation with a place of business at 000 Xxxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, XX 00000 ("XxxxXxx.xxx"); and Chase Manhattan Capital,
L.P. ("CB"), with an address at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000 or with such other affiliate of CB to which this Agreement may be
assigned ("Chase").
WHEREAS, the parties desire to enter into a business arrangement as set forth
in this Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. In addition to capitalized terms defined elsewhere
herein, the following terms shall have the following meanings:
1.1 "Chase Consumers" means those consumers who initiate a
transaction after visiting a Chase Site (as defined herein) or use a Chase
credit or debit card, Chase eWallet or other Chase payment mechanism to
complete a purchase transaction, from the Chase Sites.
1.2 "Chase Marks" means the trade names, trademarks, logos,
service marks and product designations of Chase and its licensors.
1.3 "Chase Merchants" means those merchants introduced by
Chase to XxxxXxx.xxx, excluding XxxxXxx.xxx Merchants, that have completed
either (i) a listing agreement or (ii) agreement for other services with
XxxxXxx.xxx or that are otherwise identified as such by Chase.
1.4 "Chase Sites" means those sites that will be developed
by XxxxXxx.xxx at Chase's option pursuant to this Agreement, and that will
contain XxxxXxx.xxx's functionality and Chase's look and feel, and any other
website agreed to in writing by the parties.
1.5 "Cobranded Card" means a credit and/or debit card or
other payment mechanism bearing the names and/or logos of the parties hereto
on the face of the card or any other co-marketed card or payment mechanism
that may be developed pursuant to this Agreement.
1.6 "Content" means the graphics, text, pictures, and other
content provided by one party to the other party in connection with this
Agreement.
1.7 "Financial Services Company" means a company and its
affiliates that provides deposit, lending, investment, and securities
services and advice; provided, however, that when such term is used in
connection with any Chase Site, it shall include insurance services and
advice.
1.8 "Marks" means the trade marks, tradenames, service
marks, logos and product designations of Chase or XxxxXxx.xxx, individually
or collectively.
1.9 "Merchant Services" means the current or future services
offered by Chase to merchants, as accepted by XxxxXxx.xxx, and as provided in
EXHIBIT A as such shall be amended from time to time or as the parties shall
otherwise mutually agree.
1.10 "Preferred" means that the applicable goods or services
are marketed and given more exposure than identical goods or services of any
third parties (e.g., in an appropriate context, either
* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO PORTIONS OF THIS
EXHIBIT.
the greatest exposure, the first opportunity to offer the product or service
(or right of first refusal), or preferred placement of the offer on any
XxxxXxx.xxx Site.
1.11 "XxxxXxx.xxx Consumers" means those individuals or
entities that have a XxXxxxXxx.xxx personal store , or have otherwise
transacted business with ShopNow,or who have not visited a Chase Site
immediately prior to initiating a transaction.
1.12 "XxxxXxx.xxx Marks" means the trade names, trademarks,
logos, service marks and product designations of XxxxXxx.xxx and its
licensors.
1.13 "XxxxXxx.xxx Merchants" means those merchants listed on
the XxxxXxx.xxx Sites or who are customers of XxxxXxx.xxx and who were not
introduced to XxxxXxx.xxx by Chase.
1.14 "XxxxXxx.xxx Sites" means XxxxXxx.xxx, XxXxxxXxx.xxx, or
GO Software Inc. websites, any XxxxXxx.xxx website that lists XxxxXxx.xxx
Merchants or provides XxxxXxx.xxx services and that is exclusively operated
and controlled by XxxxXxx.xxx, other than any Chase Sites, or any other
website agreed to in writing by the parties.
1.15 "Tax" or "Taxes" shall mean any net income, alternative or
add-on minimum tax, gross income, gross receipts, sales, use, ad valorem,
franchise, capital, profits, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, custom duty,
transfer, documentary or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, including any obligation to contribute to
the payment of a Tax determined upon a consolidated, combined or unitary
basis with respect to a group of corporations any information reporting or
back-up withholding obligation, liability or penalty, together with any
interest or any penalty, addition to tax or additional amount imposed by any
governmental authority responsible for the imposition of any such tax.
2. SERVICES. The parties shall use commercially reasonable efforts to
perform the obligations set forth in EXHIBIT B.
3. MARKETING OBLIGATIONS. The parties shall use commercially
reasonable efforts to perform the marketing obligations set forth in EXHIBIT
C.
4. DEVELOPMENT OF THE COBRANDED CARD. The parties shall work together
to develop the Cobranded Card and accompanying products and services,
provided there is a sound business case for the Cobranded Card. Chase shall
not be under any obligation to launch a Cobranded Card, if in its sole and
absolute discretion, a sound business case for the product is not evident. As
soon as Chase decides that a sound business case for the product is not
evident, it shall inform XxxxXxx.xxx. XxxxXxx.xxx may create a co-branded
credit, debit or other payment card with a third party of its choice if: (i)
Chase informs XxxxXxx.xxx that a sound business case for the Cobranded Card
is not evident; (ii) Chase does not reach a decision that there is a sound
business case for the Cobranded Card within thirty (30) days of the Effective
Date; or (iii) if the Cobranded Card is not launched within one hundred
twenty (120) days of the Effective Date. In the event the Cobranded Card is
launched, XxxxXxx.xxx shall:
4.1 Make the Cobranded Card the Preferred and first card on
all check-out and on all purchase screens for the XxxxXxx.xxx Sites.
4.2 Endorse and actively promote on the XxxxXxx.xxx Sites,
on an exclusive basis, programs for the Cobranded Card that are marketed to
consumers in the U.S. Chase shall have the right
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of first refusal, on a country-by-country basis, to have new XxxxXxx.xxx
websites continue such endorsements and promotions as such websites are
developed on a country-specific basis.
4.3 Mutually determine with Chase the introductory pricing
(i.e., introductory rate, go-to rate, annual fee (if any) and the term of the
introductory rate (e.g. 3 months) during the Launch of the Co-branded Card.
For purposes hereof, Launch shall be deemed to mean the 3 or 6-month period,
whichever is deemed preferable, from the public announcement of the
introduction of the Cobranded Card.
4.4 Notwithstanding anything in this Agreement to the
contrary, receive from Chase, according to terms to be mutually agreed upon,
the names and contact information (including e-mail address) of those
consumers that apply to receive a Cobranded Card and that Chase elects not to
issue a Cobranded Card
4.5 DECLINED APPLICATIONS. XxxxXxx.xxx acknowledges and
agrees that, as between the parties, all information on application received
by Chase for the Co-branded card shall be deemed Chase's Confidential
Information. Chase and XxxxXxx.xxx shall mutually agree on the process to be
utilized for declinded applications for the Co-branded card. The parties
intend, however, that the process shall include the following:
x. Xxxxx shall enter into good faith negotiations with another
financial institution with which it presently has an agreement
to sell declined applications ("Alternative Institution") in
order to create an online process to provide such Alternative
Institution with Chase's declined applications for the
Co-branded card.
b. The Alternative Institution will be authorized to charge
rates and fees higher than that offered by Chase for the Co-branded card in
order to solicit an application for alternative credit card ("Alternate Card"),
but Chase shall have the right to prohibit any rate and/or fee structure on
the Alternate Card that it determines to be so high as to be a concern from a
reputational risk standpoint to either Chase or XxxxXxx.xxx
c. The Alternative Institution will provide the same value
proposition on the Alternate Card to cardholders who accept its solicitation as
Chase and XxxxXxx.xxx will provide on the Co-branded card.
d. XxxxXxx.xxx and Chase shall mutually determine how to
provide appropriate licenses for use of XxxxXxx.xxx Marks by the Alternative
Institution.
e. The Alternative Institution shall not be permitted to use
the Chase Site or any XxxxXxx.xxx Site for soliciting declined applicants for
the Alternate Card. It will be authorized to e-mail solicitations directly to
declined applicants.
f. The parties shall mutually agree on the compensation to be
paid to each party (or from Chase to XxxxXxx.xxx) as a result of this process.
The parties intend to share, at a minimum, 50% each, of any payment made by the
Alternative Institution to Chase for each booked account for the Alternate
Card.
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5. MARKS, CONTENT AND LINKS.
5.1 BY XxxxXxx.xxx. XxxxXxx.xxx shall provide Chase with the
XxxxXxx.xxx Marks and XxxxXxx.xxx Content, in the format, resolution and size
and via the method agreed upon by the parties, including updates as
necessary, to enable Chase to perform its obligations under this Agreement.
XxxxXxx.xxx hereby grants to Chase a non-exclusive, royalty free, worldwide
license to use the XxxxXxx.xxx Marks and XxxxXxx.xxx Content to perform its
obligations under this Agreement. Chase's use of the XxxxXxx.xxx Marks shall
be in accordance with XxxxXxx.xxx's policies regarding trademark usage as
established from time to time by XxxxXxx.xxx at its discretion and
communicated to Chase. Chase understands and agrees that its use of the
XxxxXxx.xxx Marks in connection with this Agreement shall not create any
right, title or interest in or to the XxxxXxx.xxx Marks and that all such use
and goodwill associated with the XxxxXxx.xxx Marks will inure to the benefit
of XxxxXxx.xxx and its licensors. Chase shall not make use of the XxxxXxx.xxx
Marks except as specifically provided for in this Agreement or as authorized
in writing by XxxxXxx.xxx prior to such use.
5.2 BY CHASE. Chase shall provide XxxxXxx.xxx with the Chase
Marks and Chase Content, in the format, resolution and size and via the
method agreed upon by the parties, including updates as necessary, to enable
XxxxXxx.xxx to perform its obligations under this Agreement. Chase hereby
grants to XxxxXxx.xxx a non-exclusive license, royalty free, worldwide
license to use the Chase Marks and Chase Content to perform its obligations
under this Agreement. XxxxXxx.xxx's use of the Chase Marks shall be in
accordance with Chase's policies regarding trademark usage as established
from time to time by Chase at its discretion and communicated to XxxxXxx.xxx.
XxxxXxx.xxx understands and agrees that its use of the Chase Marks in
connection with this Agreement shall not create any right, title or interest
in or to such Marks and that all such use and goodwill associated with the
Chase Marks will inure to the benefit of Chase and its licensors.
XxxxXxx.xxx shall not make use of the Chase Marks except as specifically
provided for in this Agreement or as authorized in writing by Chase prior to
such use.
5.3 XxxxXxx.xxx TECHNOLOGY. Except for any software,
technology, know-how or other materials or information, tangible or
intangible ("Technology") which Chase may provide to XxxxXxx.xxx on such
terms as shall be mutually agreeable, as between the parties, XxxxXxx.xxx
shall retain all right, title and interest to any software, technology,
know-how, or other materials or information, tangible or intangible, used in
connection with performing its obligations under this Agreement
(collectively, the "XxxxXxx.xxx Technology"). As between the parties, Chase
shall retain all right, title and interest to any Technology provided by
Chase to XxxxXxx.xxx. To the extent necessary for Chase to utilize the Chase
Sites as contemplated hereunder, and so long as Chase is not in breach of its
obligations under this Agreement, XxxxXxx.xxx hereby grants Chase a
nonexclusive, nontransferable license to use the XxxxXxx.xxx Technology for
the term of this Agreement. Neither party shall decompile, reverse engineer,
or disassemble any Technology provided to it by the other party, or authorize
or encourage the same. This Agreement shall not be construed in any manner as
transferring to either party any rights of ownership in the other party's
Technology, and neither party shall make any claim contrary to the foregoing
5.4 NEW MATERIAL. All marketing and promotional materials
developed by one party ("Work Product") shall remain the exclusive property
of that party, and all marketing and promotional materials developed jointly
by the parties shall be co-owned, except for any of the other party's Marks
which may be contained therein. All marketing or promotional materials that
contain any of the other party's Marks shall be subject to the review and
written approval of the party owning such Marks prior to their use. Each
party reserves the right to revoke such use of its Marks at any time upon
reasonable prior
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written notice to the other party. Each party hereby grants to the other
party until the effective date of termination, or for such longer period as
is reasonably necessary to remove its Work Product from either the Sites or
marketing materials, a limited, nonexclusive license to use its Work Product
solely as necessary to perform such party's obligations hereunder.
5.5 LINKING. XxxxXxx.xxx acknowledges that Chase may
establish links from the Chase Sites to the XxxxXxx.xxx Sites. Chase
acknowledges that XxxxXxx.xxx may establish links from the XxxxXxx.xxx Sites
to the Chase Sites. In addition, links to such other websites as the parties
may agree upon shall be established pursuant to such terms and conditions as
the parties shall agree upon in writing.
6. FEES AND PAYMENTS.
6.1 FEES PAYABLE TO XxxxXxx.xxx. Chase will pay XxxxXxx.xxx
pursuant to the terms set forth in EXHIBIT X. Xxxxx shall include with each
payment a report detailing the fee payable hereunder and how it was determined.
6.2 FEES PAYABLE TO CHASE. XxxxXxx.xxx will pay Chase
pursuant to the terms set forth in EXHIBIT D. XxxxXxx.xxx shall include with
each payment a report detailing the fee payable hereunder and how it was
determined.
6.3 RECORDS AND AUDITS. Each party (in such case the
"Audited Party") agrees to maintain books and records relating to this
Agreement in accordance with its normal business practices. Either party (in
such case the "Auditing Party") shall have the right to conduct, at its
expense and no more than twice per calendar year, an audit of such books and
records of the Audited Party pertaining to the terms and conditions of the
Agreement by an independent accounting firm in accordance with generally
accepted auditing standards during regular business hours upon at least ten
(10) business days' advance notice. Audits shall be for the sole purpose of
determining whether amounts payable have been properly calculated and paid.
In the event that such an audit reveals any underpayment to the Auditing
Party, the Audited Party shall immediately reimburse the Auditing Party for
all underpaid amounts. If the underpayment is greater than 5%, the Audited
Party shall pay the reasonable costs of that audit.
7 CONFIDENTIALITY.
7.1 Each party that receives any Confidential Information
("Recipient") from the disclosing party ("Owner") agrees that during the
existence of this Agreement and thereafter it will hold in strictest
confidence, and will not use or disclose to any third party, any Confidential
Information of the Owner. The term "Confidential Information" shall mean all
non-public information, whether business or technical in nature, that either
party, or such party's agents or affiliates, provides to the other party. If
either party has any questions as to what comprises Confidential Information
of the other party, it agrees to consult with such other party. Nothing in
this Section shall prohibit or limit Recipient's use of information if (i) at
the time of disclosure hereunder such information is generally available to
the public; (ii) after disclosure hereunder such information becomes
generally available to the public, except through breach of this Agreement by
Recipient; (iii) Recipient can demonstrate such information was in
Recipient's possession prior to the time of disclosure by the Owner and was
not acquired directly or indirectly from Owner or its affiliates; (iv) the
information becomes available to Recipient from a third party that is not
legally prohibited from disclosing such information, provided such
information was not acquired directly or indirectly from the Owner or its
affiliates; or (v) such information must be disclosed pursuant to applicable
federal, state or local law, regulation, court order or other legal process,
provided the Recipient has notified the Owner within a reasonable time prior
to such required disclosure and, to the
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extent reasonably possible, has given the Owner an opportunity to contest or
seek confidential treatment of such required disclosure.
7.2 Both parties agree that, during the term of this Agreement and
thereafter, Confidential Information will be used by each party solely in the
performance of its obligations pursuant to this Agreement. Each party will
receive Confidential Information in confidence and not disclose, give, sell,
or otherwise transfer or make available, directly or indirectly, any
Confidential Information to any third party, except as may be necessary to
perform its obligations pursuant to this Agreement, and except as may be
agreed upon in writing by the other party.
7.3 Upon request or upon the termination of this Agreement, each
party will return to the other party all Confidential Information in its
possession or control except information required to be retained for
records-retention purposes. Neither party will disclose, furnish, or use in
any way whatsoever, and will take measures to prevent its agents, employees
and subcontractors from so using, any Confidential Information to which it
becomes privy, except as may be necessary for that party to perform its
obligations pursuant to this Agreement, and for which the prior written
consent of the other party has been obtained.
8 SUBCONTRACTORS/AUDITORS
8.1 In the event that either party intends to utilize any
subcontractor (which term shall include any sub-subcontractor) or auditor to
furnish services in connection with the business relationship between the
parties hereto, such party shall ensure that, prior to the commencement of
work, such subcontractor executes a Confidentiality Agreement with
substantially the same terms and conditions as the Chase standard
Confidentiality Agreement attached hereto as Exhibit "G". Upon the request
of a party, the other party shall assist in enforcing the provisions of its
agreement with any such subcontractor. Each party shall remain primarily
responsible for the performance or nonperformance of any subcontractor.
9 REPRESENTATION AND WARRANTIES.
9.1 BY XxxxXxx.xxx. XxxxXxx.xxx represents and warrants that: (i)
the XxxxXxx.xxx Marks and XxxxXxx.xxx Content do not and will not infringe
any intellectual property or other right of any third party; (ii) it has all
right and authority to enter into this Agreement and to xxxxx Xxxxx the
rights granted herein; and (iii) it is permitted by applicable law and
regulations to enter into this Agreement.
9.2 XxxxXxx.xxx represents and warrants that, to the best of its
knowledge, all hardware, software and systems utilized by it or provided by
it to Chase pursuant hereto will record, sort, process, calculate and present
calendar dates falling on or after (and, if applicable, spans of time
including), January 1, 2000, in a substantially similar manner and with
substantially similar functionality as such hardware, software and systems
performed on or before December 31, 1999, provided that such hardware,
software and systems are used with accurate date data in accordance with
their documentation and any accompanying product manuals and provided that
all other products used with such hardware, software and systems properly
exchange date data. XxxxXxx.xxx shall use commercially reasonable best
efforts to assure that the hardware, software and systems will (i) have no
materially lesser functionality with respect to records containing dates
both, or either, before or after January 1, 2000 than heretofore with respect
to dates prior to January 1, 2000, and (ii) be interoperable with other
hardware, software and systems used by Chase which may deliver records to,
receive records from or otherwise interact with the hardware, software and
systems of Chase or any XxxxXxx.xxx Merchant.
9.3 XxxxXxx.xxx represents and warrants that no material, product or
other aspect of any Technology, trade secret or other intellectual property
utilized by XxxxXxx.xxx will infringe on or
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violate any patent, copyright, trade secret, trademark or other proprietary
right of any third party.
9.4 XxxxXxx.xxx represents and warrants that the performance of its
obligations pursuant to this Agreement is and will be in material compliance
with all applicable laws, rules and regulations.
9.5 XxxxXxx.xxx warrants that it shall upgrade the XxxxXxx.xxx Sites
and the Chase Sites with new XxxxXxx.xxx Technology within a reasonable time
after it is available and provided that such technology would have a material
impact on the XxxxXxx.xxx Sites and the Chase Sites. XxxxXxx.xxx shall
provide Chase thirty (30) days notice before the Chase Sites are to be
upgraded to provide Chase with the opportunity to (i) review each proposed
upgrade and (ii) have the option to decline the upgrade.
9.6 XxxxXxx.xxx warrants that it shall make the Chase corporate card
the exclusive travel and entertainment card for XxxxXxx.xxx employees
provided that such card provides similar or better terms than XxxxXxx.xxx's
current corporate card.
9.7 BY CHASE. Chase represents and warrants that: (i) the Chase Marks
and Chase Content do not and will not infringe any intellectual property or
other right of any third party; (ii) it has all right and authority to enter
into this Agreement and to grant XxxxXxx.xxx the rights granted herein; (iii) it
is permitted by applicable law and regulations to enter into this Agreement.
9.8 Chase represents and warrants that no material, product or other
aspect of any Technology, trade secret or other intellectual property utilized
by Chase will infringe on or violate any patent, copyright, trade secret,
trademark or other proprietary right of any third party.
9.9 Chase represents and warrants that the performance of its
obligations pursuant to this Agreement is and will be in material compliance
with all applicable laws, rules and regulations
9.10 LIMITATION OF WARRANTY. EXCEPT AS EXPRESSLY STATED HEREIN, THE
PARTIES MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR
USAGE OF TRADE.
10 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COVER, EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT THAT MAY BE CONSTRUED
TO THE CONTRARY, OTHER THAN THE IMMEDIATELY FOLLOWING PROVISION IN THIS
SECTION, EITHER PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OTHER THAN AS PROVIDED IN THIS SECTION, SHALL BE LIMITED TO THE
TOTAL PAYMENTS MADE BY CHASE TO XXXXXXX.XXX UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF LIABILITY SHALL BE AVAILABLE
TO EITHER PARTY WITH RESPECT TO ANY CLAIM FOR BREACH OF SECTION 5.3 OR 7
HEREOF OR ANY THIRD PARTY CLAIM MADE WHICH ALLEGES, RELATES TO OR IS A RESULT
OF A CLAIM OF NEGLIGENCE, INTENTIONAL TORT, BREACH OF ANY REPRESENTATION OR
WARRANTY CONTAINED HEREIN OR ANY CLAIM OF
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INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL
PROPERTY RIGHT.
11 INDEMNIFICATION. Each party shall indemnify and hold harmless the other,
and its parent, affiliates, subsidiaries, directors, officers, employees and
agents, from and against any and all claims, demands, actions, suits, losses,
liabilities, damages, injuries, fines, penalties, costs and expenses
including, without limitation, reasonable attorneys' fees arising out of a
breach of any of its representations, warranties or covenants provided
herein, provided that the party claiming a right of indemnification promptly
notifies the other party (the "Indemnifying Party") in writing of the claim
and allows the Indemnifying Party to control the defense and all related
settlement negotiations.
12 TERM AND TERMINATION.
12.1 TERM. The initial term of this Agreement shall be twenty-seven (27)
months from the Effective Date ("Initial Term"). Thereafter, this Agreement may
be renewed, subject to the payment terms of Section 1 of EXHIBIT D, for an
additional term of three (3) years at Chase's option by giving XxxxXxx.xxx
written notice of its intent to renew at least ninety (90) days prior to the end
of the Initial Term.
12.2 TERMINATION FOR CAUSE. This Agreement may be terminated by a party
for cause immediately by written notice upon the occurrence of any of the
following events: (i) if the other ceases to do business, or otherwise
terminates its business operations; (ii) if the other shall fail to promptly
secure or renew any license, registration, permit, authorization or approval for
the conduct of its business in the manner contemplated by this Agreement or if
any such license, registration, permit, authorization or approval is revoked or
suspended and not reinstated within thirty (30) days; (iii) if the other
breaches any material provision of this Agreement and fails to fully cure such
breach within sixty (60) days (ten (10) days in the case of failure to pay) of
written notice describing the breach; (iv) if the other becomes insolvent, or
seeks protection under any bankruptcy, receivership, trust deed, creditor's
arrangement composition or comparable proceeding, or if any such proceeding is
instituted against the other and not dismissed within thirty (30) days; (v) by
Chase, if a bank regulatory agency having authority over Chase issues an order
or directive finding the services provided to Chase will cause Chase to be
subject to regulatory sanction unless such services are modified and XxxxXxx.xxx
fails to modify such services in accordance with such order or directive within
such period of time as permitted by such regulatory agency; (vi) if a transfer
of control of XxxxXxx.xxx to an entity that performs any of the services of a
Financial Services Company (as defined in Section 1.7); or (vii) if more than
50% of the members of the board of directors of XxxxXxx.xxx resign during any
6-month period. For the purposes of this subsection, a transfer of control
shall mean a transfer of 25% or more of the voting stock or assets of
XxxxXxx.xxx after the closing of the Chase investment in XxxxXxx.xxx.
12.3 EFFECT OF TERMINATION. Upon termination of this Agreement, each
party will cease to perform any of its services described herein. Each party
shall remit all fees accrued but unpaid as of the effective date of termination
to the other party within ninety (90) days of such termination. Upon
termination, each party will destroy or return to the other party any copies of
materials embodying or containing the other party's Marks or content. Chase
shall have a reasonable period of time, which shall not exceed six (6) months
after the termination of the Agreement, to remove the XxxxXxx.xxx Marks from
Co-branded cards, periodic statements and such other printed materials on which
they may appear. Termination by either party will not affect rights that have
already accrued hereunder prior to the effective date of termination. In the
event of a termination by Chase pursuant to Section 12.2, Chase shall have the
right to a pro-rata return of the license fee paid to XxxxXxx.xxx pursuant to
this Agreement. In
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addition, the provisions of Sections 1, 6.3, 7, 9, 10, 11, 26, and 29 will
survive if this Agreement is terminated for any reason whatsoever.
13 FORCE MAJEURE. Failure of either party to perform, if occasioned in
whole or in part by any act of God, act of governmental authority, or any
other occurrence, act or thing beyond the reasonable control of that party,
shall excuse that party from its obligation to perform when due and shall
suspend its performance until such time as its performance can reasonably be
undertaken, but in no event for more than ten (10) days. The applicable
party shall have no liability arising out of or in connection with such
failure provided that the party shall take all reasonable steps to prevent,
correct or remedy such failure which renders its obligations impossible.
14 ARBITRATION. This Agreement shall be governed by the laws of the State
of Washington without regard to its conflicts of laws rules, and shall not be
governed by the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is hereby excluded. Any dispute or
controversy arising out of or relating to this Agreement which cannot be
amicably resolved by the parties shall be finally settled by arbitration in
accordance with the Commercial Arbitration Rules of the National Arbitration
Forum ("NAM"). Unless otherwise agreed by the parties, the arbitration panel
shall consist of one neutral arbitrator who has at least ten (10) years
experience in the computer software industry. The arbitrator shall have no
authority to grant punitive damages. The place of arbitration shall be New
York, NY if Chase is the respondent, and Seattle, WA if XxxxXxx.xxx is the
respondent. Each party shall be entitled to representation by counsel, to
appear and present written and oral evidence and argument and to
cross-examine witnesses presented by the other party. The arbitration award
shall be in writing and the arbitrator shall provide written reasons for the
award. The award of the arbitrator shall be final and binding on the parties
hereto and may be enforced in any court of competent jurisdiction. The
prevailing party shall be entitled to recover reasonable attorneys' fees and
other reasonable costs, including fees of the arbitrator and NAM, incurred in
the action or proceedings. Notwithstanding the foregoing, either party may
seek injunctive or other equitable relief from any court of competent
jurisdiction for any breach or threatened breach by the other of the
provisions of Sections 5 and 7.
15 ASSIGNMENT. Neither party shall assign this Agreement or any rights
hereunder without the prior written consent of the other party; provided,
that either party may assign this Agreement to an entity that succeeds by
operation of law to, or otherwise acquires substantially all of the stock or
assets of such party, or into which such party is merged, and that assumes
such party's obligations hereunder; provided, however, that, in such
instance, XxxxXxx.xxx may not assign this Agreement to an entity that
performs, directly or through an "affiliate", any of the services of a
Financial Services Company (as defined in Section 1.7) without Chase's prior
written consent. Chase may assign any of its rights and obligations hereunder
to any Chase "affiliates" ) upon prior written notice to XxxxXxx.xxx.
XxxxXxx.xxx acknowledges that Chase has notified it that upon execution of
this Agreement, Chase shall assign its rights and obligations hereunder to
Chase Manhattan Bank USA, National Association and XxxxXxx.xxx hereby
consents to such assignment. For purposes of this Agreement, an "affiliate"
of a party shall mean any other person or entity directly or indirectly
controlling, controlled by or under direct or indirect common control with
such party. For purposes of this definition, "control" means the power to
direct the management and policies of such party, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.
16 INTERPRETATION. This Agreement is intended to be the parties' complete,
integrated expression of the terms of their agreement with respect to its
subject matters, and any prior agreements or understandings with respect to
such subject matters, including but not limited to that certain Letter of
Intent dated June 14, 1999, are superseded hereby and fully merged herein. No
waiver of any term or provision of this Agreement or right hereunder shall be
valid unless the waiver is in writing and signed
9
by the waiving party. No waiver or failure to enforce any provision or right
hereunder shall be deemed to be a waiver of the same or any other provision
or right in any other instance. If any provision of this Agreement shall be
found to be unenforceable, the remainder of this Agreement shall not be
affected. Headings shall not be used in interpreting this Agreement.
17 NOTICES. All notices and demands hereunder shall be in writing and shall
be served by personal service or by registered or certified mail, return
receipt requested, or sent by a nationally recognized overnight delivery
service to the applicable party at its address set forth below (or at such
different address as may be designated by such party by written notice to the
other party). All notices and demands by mail shall be deemed complete upon
receipt.
If to Chase: The Chase Manhattan Bank
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx xxx Xxxxxx , Vice President
With a copy to: The Chase Manhattan Bank
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxx, S.V.P. & Associate General
Counsel
10
If to XxxxXxx.xxx: XxxxXxx.xxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx, CEO & President
With a copy to: XxxxXxx.xxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxx, E.V.P. & General Counsel
18 COUNTERPARTS AND FAXES. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same
instrument. For purposes hereof, a facsimile copy of this Agreement shall be
deemed to be an original.
19 CONSENTS. Unless explicitly stated to the contrary, when one party requires
any approval or consent from the other party pursuant to the terms of this
Agreement, such approval or consent shall not be unreasonably withheld or
delayed.
20 CUSTOMER SERVICE
20.1 XxxxXxx.xxx shall be responsible for responding to and resolving
all claims relating to XxxxXxx.xxx. Chase shall advise XxxxXxx.xxx of all
cardmembers receiving services who may have an inquiry or problem regarding
XxxxXxx.xxx and shall refer to XxxxXxx.xxx copies of all correspondence
and/or complaints by an attorney representing a cardmember receiving
services, an Attorney General's office, a regulatory agency or department or
a consumer protection agency. XxxxXxx.xxx shall provide Chase, within five
(5) business days of receipt of correspondence and/or complaints,
documentation and/or explanations necessary for Chase to respond to billing
error inquiries of cardmembers receiving Services.
20.2 Chase will promptly forward any and all complaints or inquiries it
receives concerning XxxxXxx.xxx's responsibilities under this Agreement. The
methods of transmittal of such inquiries will be determined by the required
response time of the inquiry, but in no event will it exceed five (5) business
days. If Chase desires to respond to any inquiry directly, it will promptly
notify XxxxXxx.xxx of its decision to respond. This response will be given to
XxxxXxx.xxx for review prior to it being sent.
20.3 XxxxXxx.xxx shall:
20.3.1 use its best efforts to respond in writing, to all
cardmembers inquiries, claims and complaints which require written
response within two (2) business days of receipt thereof;
20.3.2 without limiting the foregoing subsection, establish and
maintain a reasonable policy for resolution of all cardmembers inquiries,
claims and complaints within thirty (30) days of receipt thereof;
20.3.3 provide toll-free telephone numbers available seven (7)
days per week at the following hours:6:30 AM to 1:30 AM E.S.T or E.D.T and
will be reviewed semi-annually to determine if the foregoing hours need to
be changed.
11
20.3.4 instruct its employees and agents who handle customer
service calls that are directed to a specific number established for Chase
customers to greet them by acknowledging that they are Chase customers.
(The parties anticipate that XxxxXxx.xxx shall be able to identify Chase
customers and deliver the appropriate greeting by third quarter 1999);
20.3.5 provided that it is given reasonable advance notice of
activities that are likely to materially increase typical call volumes,
answer at least eighty (80%) percent, and make commercially reasonable best
efforts to answer one hundred (100%) percent, of all customer telephone
calls within twenty (20) seconds by a service representative and/or
pre-recorded hold message and respond to all telephone calls placed on hold
in two (2) minutes or less; and use commercially reasonable best efforts to
maintain an abandonment rate of less than five (5%) percent of best efforts
of three (3%) percent of telephone calls received
20.3.6 maintain records with respect to all customer service
telephone calls and written inquiries, claims and complaints in reasonable
detail to enable verification of XxxxXxx.xxx's compliance with the
subsections above, and permit Chase, during all business hours and with
reasonable prior notice and no more often than once every six months, to
inspect such records including without limitation written inquiries, claims
and complaints, to verify XxxxXxx.xxx's compliance with the above
subsections; and
20.3.7 provide a sufficient number of customer service
representatives dedicated to handling cardmember inquiries.
20.4 XxxxXxx.xxx shall designate certain customer service managers to
interface with Chase's Customer Service Department to handle cardmember
inquiries. XxxxXxx.xxx shall furnish Chase with the names, addresses and
telephone numbers, as appropriate, of XxxxXxx.xxx personnel to assist Chase in
resolving inquiries.
20.5 XxxxXxx.xxx shall, consistent with its own record retention policy,
maintain files pertaining to inquires or complaints relating to the services
received from cardmembers and shall permit Chase to review such files upon
Chase's written request.
20.6 The parties will cooperate with and provide reasonable assistance
to each other, and/or their attorneys, with respect to such inquiries and/or
complaints which require responses. Such assistance will include providing
information and witnesses, when requested, and timely response, assistance
and cooperation with each other and/or their attorneys with respect to such
other reasonable requests and/or instructions related to this Agreement or to
cardmembers or to the services which are the subject matter of this Agreement.
20.7 Notwithstanding the foregoing, the parties do not intend to waive
any of their rights and/or obligations, as such may exist from time to time,
pursuant to the rules and regulations of VISA USA, Inc. or MasterCard
International Inc.
21 INSURANCE
XxxxXxx.xxx agrees to maintain insurance of the kinds and limits set forth
below, with companies acceptable to Chase:
12
21.1 INSURANCE CARRIED BY XxxxXxx.xxx. XxxxXxx.xxx, within five (5)
business days after the execution of this Agreement or before commencing work
or permitting any subcontractor to commence work shall procure and maintain,
at its own expense, the following required insurance of the kinds and limits
enumerated hereunder, with companies reasonably acceptable to Chase. Should
XxxxXxx.xxx at any time neglect or refuse to provide the required insurance,
or should such insurance be canceled, Chase shall have the right to procure
such insurance and the cost thereof shall be deducted from monies then due or
thereafter to become due XxxxXxx.xxx. XxxxXxx.xxx may carry, at its own
expense, such additional insurance as it may deem necessary. XxxxXxx.xxx
shall not be deemed to be relieved of any responsibility by the fact that it
carries insurance.
REQUIRED INSURANCE. (a) Workers' Compensation and Employer's Liability
Insurance in accordance with the applicable laws of the State of Washington or
any other state in which the work is to be performed or of the state in which
XxxxXxx.xxx is obligated to pay compensation to employees engaged in the
performance of the work. The policy limit under Employer's Liability Insurance
section shall not be less than One Million Dollars ($1,000,000) for any one
accident; (b) Commercial General Liability Insurance covering the work, the
performance of the work and everything incidental thereto, with limits of not
less than Two Million Dollars ($2,000,000) per occurrence combined single limit
or in whatever higher amounts as may be required by Chase from time to time by
notice to XxxxXxx.xxx. This policy shall be extended to cover: (1) if any of
the work is subcontracted, INDEPENDENT CONTRACTORS LIABILITY providing coverage
in connection with such portion of the work which may be subcontracted, (2)
BROAD FORM PROPERTY DAMAGE LIABILITY AND (3) PERSONAL INJURY LIABILITY, (c)
Automobile Liability and Property Damage Insurance, including coverage on owned,
hired, and non-owned automobiles and other vehicles, if used in connection with
the performance of the work, with Bodily Injury and Property Damage limits of
not less than Two Million Dollars ($2,000,000) per occurrence combined single
limit; and (d)Errors and Omissions Insurance in the minimal amount of Two
Million Dollars ($2,000,000) per occurance.
"The Chase Manhattan Bank USA, National Association and any and all
subsidiaries as their interests may appear" shall be named as an Additional
Insured under the XxxxXxx.xxx's Commercial General Liability and Automobile
Public Liability and Property Damage Insurance coverage.
XxxxXxx.xxx's insurance shall be primary.
21.2 CERTIFICATES OF INSURANCE. XxxxXxx.xxx shall have its insurance
carrier or carriers certify to Chase that all insurance required is in force,
such certificates to stipulate that the insurance will not be canceled,
unrenewed or substantially changed without thirty (30) days' prior notice by
certified mail to Chase Manhattan Bank USA, National Association, 000 Xxxxxxx
Xxxxxx 00xx Xxxxx, Xxx Xxxx, Xx 00000, Attn: Corporate Insurance. XxxxXxx.xxx
shall, on written request, permit Chase to examine original insurance policies.
21.3 NOTICE TO CHASE. XxxxXxx.xxx shall promptly advise Chase's
authorized representative of all damages to property of Chase or of others or
injuries incurred by persons other than employees of XxxxXxx.xxx (or any
subcontractor) in any manner relating either directly or indirectly, to the work
or services performed hereunder.
22 REGULATORY MATTERS
XxxxXxx.xxx shall notify Chase of any material claim or demand which is
communicated to XxxxXxx.xxx from any federal, state or local regulatory agency
("Agency"), regarding XxxxXxx.xxx's
13
marketing, telemarketing, customer service, or fee billing activities
(provided such claim or demand is related to this Agreement) or any action
pertaining to the foregoing which is commenced against XxxxXxx.xxx by any
person or Agency and shall keep Chase apprised of the status and/or
disposition of all such claims, demands and litigation
14
23 EQUAL EMPLOYMENT OPPORTUNITY
Unless inapplicable to XxxxXxx.xxx, XxxxXxx.xxx agrees to comply with U.S.
Department of Labor regulations regarding: (a) equal employment opportunity
obligations of government contractors and subcontractors, 41 C.F.R. sections
60-1.4(a)(1)-(7); (b) employment by government contractors of Vietnam era and
disabled veterans, 41 C.F.R. sections 60-250.4(a)-(m); (c) employment of the
physically handicapped by government contractors and subcontractors, 41 C.F.R.
sections 741.4(a)-(f); (d) developing written affirmative action programs, 41
C.F.R. sections 60-2.1, 60-250.5 and 60-741.5; (e) certifying to non-segregated
facilities, 41 C.F.R. section 60-1.8; (f) filing annual EEO-1 reports, 41 C.F.R.
section 60-1.7; and (g) utilizing minority-owned and female-owned business
concerns, 48 C.F.R. sections 52-219.9 and 52-219.12, all of which are
incorporated by reference herein
24 RELATIONSHIP OF THE PARTIES.
24.1 Nothing herein shall be construed to create a relationship of
employer and employee, joint venture, partnership or association between Chase
and XxxxXxx.xxx. Except as expressly provided herein, neither party shall have
the right to bind or obligate the other party in any manner without the prior
written consent of the other party.
25 NO THIRD PARTY BENEFICIARIES.
25.1 This Agreement shall not provide any person not a party to this
Agreement with any remedy, claim, liability, reimbursement, commission, cause of
action or other right in excess of those existing without reference to this
Agreement.
26 SURVIVAL.
26.1 Termination of this Agreement shall not terminate any obligation
with respect to any fees, costs or other amounts due and owing but unpaid to one
party from the other party. Notwithstanding termination of this Agreement,
either party may assert any rights it may have against the other party hereto
which arose or is claimed to have arisen by virtue of acts or omissions prior to
such termination for a period of one (1) year from termination of this
Agreement. The foregoing limitation shall not be applicable to any
indemnification claim made by one party against the other due to a third-party
claim made against a party hereto.
27 INFORMATION SECURITY COMPLIANCE PROCEDURES
27.1 XxxxXxx.xxx and any subcontractors shall comply with the information
security compliance procedures set forth in Exhibit E.
28 CHASE CUSTOMER INFORMATION PRINCIPLES AND ONLINE PRIVACY POLICY
28.1 XxxxXxx.xxx shall comply with Chase's Customer Information
Principles and Online Privacy Policy as set forth in Exhibit F as same may be
changed from time to time.
29 TAXES
29.1 XxxxXxx.xxx shall be responsible for the payment of all Taxes levied
or imposed on or with respect to direct sales of goods or services by
XxxxXxx.xxx or on other business activities of
15
XxxxXxx.xxx in connection with this Agreement. Chase shall be responsible
for the payment of all Taxes levied on or with respect to direct sales of
goods or services by Chase or on other business activities of Chase in
connection with this Agreement.
30 DISASTER RECOVERY PLAN.
30.1 During the term of the agreement, XxxxXxx.xxx shall have a disaster
recovery plan ("Disaster Recovery Plan"). XxxxXxx.xxx shall provide Chase with
a written copy of the Disaster Recovery Plan on request. XxxxXxx.xxx reserves
the right to change the Disaster Recovery Plan from time to time without notice
to Chase unless the change is a material change affecting XxxxXxx.xxx's
performance under this Agreement; in which event XxxxXxx.xxx shall provide
notice to Chase. Any such change shall not degrade the quality of the disaster
recovery plan in a manner which may have a material, adverse impact on the
services provided hereunder.
31 SEVERABILITY.
31.1 If any provision of this Agreement is held invalid or unenforceable
for any reason, the invalidity shall not affect the validity of the remaining
provisions of this Agreement, and the parties shall substitute for the invalid
provisions a valid provision which most closely approximates the intent and
economic effect of the invalid provision.
32 ENTIRE AGREEMENT.
32.1 This Agreement, including Exhibits, sets forth all of the promises,
agreements, conditions and understandings between the parties respecting the
subject matter hereof and supersedes all negotiations, conversations,
discussions, correspondence, memorandums and agreements between the parties
concerning the subject matter. This Agreement may not be modified except by a
writing signed by authorized representatives of both parties to this Agreement.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.
XxxxXxx.xxx Inc. Chase Manhattan Capital, L.P.
By: Chase Manhattan Capital Corporation
General Partner
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Print Name: Xxxx Xxxxxx Print Name: Xxxxxxx X. Xxxxxx
------------------------- ------------------------
Title: EVP Finance/Investment Title: Chairman
------------------------------ -----------------------------
16
EXHIBIT A
CHASE SERVICES TO MERCHANTS
Small Business Services
Chase Small Business Financial Services meets the financial services needs of
small businesses and professionals who generate less than $10MM in annual sales.
Financial services includes all services relating to deposit accounts (such as
checking, savings, money market and CDs), deposit maintenance and payment
services (such as on-line banking, xxxx payment, escrow, payroll processing, tax
payments, ACH transactions, debit cards and foreign exchange), credit accounts
(such as installment loans, lines of credit, credit cards and equipment
leasing), investment services (such as brokerage, mutual funds and retirement
planning), and business insurance (such as group life, key person life, property
and casualty, health and dental).
Middle Market Services:
Chase's Middle Market Group offers companies with annual revenue greater than 3
million dollars a wide range of services including credit, cash management and
treasury solutions, equipment leasing, corporate finance, international trade,
insurance, retirement planning and private banking services for the company's
owners and managers. Chase's Middle Market Group has specialist groups in
dozens of industries - from advertising to manufacturing and from sports and
entertainment to oil and gas.
CHASE MERCHANT SERVICES, L.L.C.
All services necessary to authorize, data capture, process, settle and reconcile
transactions effected with holders of Visa and MasterCard credit and debit cards
and the services necessary to authorize, data capture and process (and when
permitted by the applicable card sponsor, settle and reconcile) transactions
effected with holders of other credit and debit cards, including, without
limitation, American Express, Discover, JCB, Maestro, InterLink, Diners
Club/Xxxxx Xxxxxxx, XXXX, MAC and other cards for which merchants need the types
of acquiring services described herein, but excluding private label cards.
17
EXHIBIT B
SERVICES TO BE PROVIDED
1. Chase will be the exclusive Cobranded card (e.g., credit, debit, corporate,
small business) to be marketed on the XxxxXxx.xxx Sites.. Subject to the
provisions of Section 4 of the Agreement, Chase shall be the Preferred credit
card on all checkout and purchase screens. Nothing herein is intended to
prohibit XxxxXxx.xxx from accepting such credit cards or other payment
mechanisms as it deems necessary or appropriate.
2. At Chase's option and within 90 days of giving XxxxXxx.xxx all necessary
specifications and Content, XxxxXxx.xxx shall: (a) create a site dedicated to
Chase Consumers which will contain XxxxXxx.xxx's functionality and Chase's look
and feel. Such site shall include the XxxxXxx.xxx name, and shall be considered
a Chase Site (as defined in Section 1.4); and (b) develop for Chase a Chase Site
which will contain XxXxxxXxx.xxx's functionality and Chase's look and feel. Such
site shall include the XxxxXxx.xxx name in a manner to be agreed upon and shall
be considered a Chase Site.
At no additional charge to XxxxXxx.xxx, Chase shall assist XxxxXxx.xxx in
developing the Chase Sites by providing adequate access to pre-identified key
Chase staff to assist XxxxXxx.xxx and by providing Chase Content. Chase will
provide XxxxXxx.xxx, without additional charge, such access, information and any
other assistance reasonably necessary to enable XxxxXxx.xxx to effectively
develop the Chase Sites.
3. Once a Chase Site is developed: (a) Chase shall have the right to link from
the Chase Site to Chase provided features (i.e., Chase financial services) which
are specific to Chase Consumers and Chase Merchants on the Chase Sites (subject
to Section 5(d) of this EXHIBIT B); (b) Chase may add products, services and
features of Chase Merchants that are not found on the XxxxXxx.xxx Sites. If
such products services or features are offered to any third party, Chase shall
offer the same to XxxxXxx.xxx on terms at least as favorable as offered to any
third party; (c) merchants on the XxxxXxx.xxx Sites will also be on the Chase
Sites; (d) each party will control 50% of the advertising space on the
particular Chase Site that is dedicated to Chase Consumers and neither party
will place ads competitive with the other party's services(each party retains
[ * ] of the advertising revenues that it receives from the space it controls on
the Chase Site); (e) Chase shall be the exclusive Financial Services Company on
the Chase Sites; (f) Chase shall be the exclusive eWallet on the Chase Sites;
(g) Chase shall have the right to decline or remove any advertising on the Chase
Sites that conflicts with any contractual commitment or other reasonable
business purpose; and (h) XxxxXxx.xxx shall have the right to decline or remove
any advertising on the XxxxXxx.xxx Sites that conflicts with any contractual
commitment or other reasonable business purpose.
4. XxxxXxx.xxx shall: (a) evaluate, within 60 days of its being received, a
proposal by Chase Merchant Services, L.L.C. to be the merchant acquirer for the
XxXxxxXxx.xxx site, and XxxxXxx.xxx will choose Chase Merchant Services, L.L.C.
as the merchant acquirer for the XxXxxxXxx.xxx site provided that XxxxXxx.xxx
will not incur any materially detrimental financial, business or operational
risk; (b) add the Chase brand to the XxxxXxx.xxx Sites in a manner to be
mutually agreed upon; (c) make Chase the exclusive Financial Services Company on
all XxxxXxx.xxx Sites provided however that (1) if Chase doesn't offer a
specific financial service, XxxxXxx.xxx may offer such financial service of
another company; or (2) XxxxXxx.xxx shall provide Chase the following right of
first refusal to match any offer for exclusive non-card financial services or
products that XxxxXxx.xxx receives from another
18
* CONFIDENTIAL TREATMENT REQUESTED.
company. Upon receipt of notice from XxxxXxx.xxx of such an offer, Chase
shall have 15 days to advise XxxxXxx.xxx of whether it intends to match such
offer and the parties shall finalize the specific transaction within 30 days
of Chase's receipt of the offer notice from XxxxXxx.xxx. If such transaction
is not finalized within such time frame, XxxxXxx.xxx may contract with such
other company. (d) make Chase the Preferred eWallet provider on all
XxxxXxx.xxx Sites; (e) make Chase the Preferred Financial Service Company
sponsor for any financial service center on all XxxxXxx.xxx Sites; (f) make
Chase the Preferred Financial Service Company sponsor for any small business
center on all XxxxXxx.xxx Sites; (g) make Chase the Preferred payment
processor on all XxxxXxx.xxx Sites; (h) make Chase the Preferred entity for
offering Merchant Services on all XxxxXxx.xxx Sites; (i) provide all Chase
Merchants who choose to list as merchants in a XxxxXxx.xxx Site with a 50%
discount on the applicable fee for listing in XxxxXxx.xxx, and XxxxXxx.xxx
may include other Chase Merchants in the XxxxXxx.xxx Sites in a manner
approved by Chase; and (k) provide Chase front and back-end technology and
provide service support from XxxxXxx.xxx for the XxxxXxx.xxx Sites, and Chase
Sites. XxxxXxx.xxx will install upgrades on these sites as they are made
commercially available and subject to the provisions of Section 9.5 of the
Agreement. All such technology and upgrades are XxxxXxx.xxx Technology and
are licensed to Chase pursuant to this Agreement.
5. Provided that XxxxXxx.xxx enters into a written agreement with Chase
Merchant Services, L.L.C., Chase shall: (a) provide XxxxXxx.xxx with
multi-currency credit card processing in no less than 40 currencies for
merchants signed up for transaction processing with Chase Merchant Services,
L.L.C. Merchants are required to be U.S.-based and fulfillment must be
completed in the U.S. When available, Chase will offer this service to
foreign-based merchants; (b) provide Merchant Services, Small Business Services
and Consumer Services; (c) provide XxxxXxx.xxx with opportunities to market
other Chase services and products as mutually agreed and subject to Chase's
right to be the exclusive provider of card services on all XxxxXxx.xxx Sites;
and (d) allow XxxxXxx.xxx to add to the XxxxXxx.xxx Sites, merchants' products,
services and features that are on the Chase Sites subject to any applicable
Chase contractual limitations. At Chase's request, certain products, services
and features will be made specifically available to Chase Consumers with a
revenue split to be mutually determined.
6. Both parties agree that: (a) except in those cases where a particular
merchant or consumer belongs to both parties, all solicitations to Chase
Merchants and Chase Consumers made by XxxxXxx.xxx must be approved by Chase, and
all solicitations to XxxxXxx.xxx Merchants and XxxxXxx.xxx Consumers made by
Chase must be approved by XxxxXxx.xxx; (b) the parties will mutually determine
the kinds and timing of management information reports to be delivered to Chase
(e.g., complaints received, late delivery of goods or services, dates and times
Sites are down, etc.); and (c) the parties shall discuss online approval of
credit card applications at a mutually agreed upon time.
19
EXHIBIT C
MARKETING OBLIGATIONS
Each of the parties shall invest at least three million dollars ($3,000,000)
during each twelve (12) month period of this Agreement into marketing efforts in
furtherance of this Agreement . The parties shall mutually design and agree to
key performance measures ("KPMs") to measure the effectiveness of each year's
marketing activities in order to determine if future marketing expenses need to
be restructured.
1. The parties shall mutually agree on how the above marketing funds should be
expended, but it is intended that they will be spent in the following areas: (a)
Public Relations; (b) Advertisements; (c) Radio; (d) Television; (e) Direct
Mail; (f) Database Marketing; (g) Telemarketing; (h) customer, merchant and
marketing research ; (i) National merchant and consumer conferences and
seminars.
2. The parties agree to issue a joint press release at least once every six
months during the existence of this Agreement.
3. Chase shall perform marketing activities, including some or all of the
following: (a) target Chase Merchants and Chase Consumers in a mutually agreed
upon manner; (b) mail XxxxXxx.xxx offers to Chase Merchants; (c) telemarket
XxxxXxx.xxx offers to Chase Consumers and Chase Merchants; (d) include
XxxxXxx.xxx inserts in Chase statements; (e) link to and post preferential
listing of the Chase Sites from other sites owned or controlled by Chase; (f)
the parties shall discuss the relationship of Chase co-branded credit cards of
other parties (e.g., Toys-R-Us, Continental, Shell); and (g) provide XxxxXxx.xxx
with expertise in financial services and database marketing.
4. XxxxXxx.xxx shall perform marketing activities, including some or all of
the following: (a) place an advertisement on the home page of XxxxXxx.xxx that
shows Chase's sponsorship; (b) direct mail Chase Merchant Services offers to
XxxxXxx.xxx Merchants; (c) e-mail Chase Merchant Services offers to XxxxXxx.xxx
Merchants; (d) mention Chase Merchant Services in radio spots; (e) mention Chase
Merchant Services in print ads; (f) mention Chase Merchant Services in any
XxxxXxx.xxx Merchant newsletter; (g) recommend Chase cards (e.g., credit, debit,
Small Business, and Corporate cards) to XxxxXxx.xxx's professional services
clients; and (h) provide access to XxxxXxx.xxx's 24/7 Media relationship.
5. XxxxXxx.xxx agrees that Chase's name will appear in the following areas at
Chase's discretion upon giving reasonable advance notice to XxxxXxx.xxx: (a) at
least 50% of outbound e-mails; (b) XxxxXxx.xxx recommendation engine; (c)
XxxxXxx.xxx gift center; and (d) XxxxXxx.xxx greeting cards.
20
EXHIBIT D
PAYMENT
1. PAYMENTS TO XxxxXxx.xxx. Chase shall make the following payments to
XxxxXxx.xxx: (a) a nonrefundable (subject to Section 12.3) payment of
[ * ] to XxxxXxx.xxx which represents licensing fees for the Initial Term;
(b) during months 28 through 39 of this Agreement, if applicable, Chase shall
pay a monthly licensing and site hosting fee of [ * ] to XxxxXxx.xxx by the
fifth (5th) day of each month; and (c) during months 40 through 63 of this
Agreement, if applicable, Chase shall pay a monthly licensing and site hosting
fee to be mutually determined, but in no event to exceed [ * ] to
XxxxXxx.xxx by the fifth (5th) day of each month.
2. REVENUE SHARING.
2.1 Chase shall keep [ * ] of the revenues from services provided by
Chase that are sold to Chase Merchants and Chase Consumers;
2.2 XxxxXxx.xxx shall keep [ * ] of the revenues from services provided
by XxxxXxx.xxx to XxxxXxx.xxx Merchants and XxxxXxx.xxx Consumers;
2.3 Chase will receive [ * ] of the gross revenues on all advertising
and merchandizing (e.g., merchant listings, preferred listings, featured
stores and premier listings) received by XxxxXxx.xxx from Chase Merchants as
previously introduced by Chase to XxxxXxx.xxx. XxxxXxx.xxx will receive [ * ]
of the gross revenues on all advertising and merchandizing received by Chase
from XxxxXxx.xxx Merchants as previously introduced by XxxxXxx.xxx to Chase.
The percentage of gross revenues to be paid will be reviewed semi-annually,
or more frequently if the parties deem necessary, to determine if such
percentage of revenue split should be adjusted so that a [ * ] gross margin
allocation is obtainable. In no event shall either party be obligated to
compensate the other pursuant to the calculation created hereunder if the
gross margin is determined to be a negative number;
2.4 Chase will receive [ * ] of the gross revenues on all transaction
fees received by XxxxXxx.xxx from XxXxxxXxx.xxx Merchants when XxxxXxx.xxx,
as the merchant of record, sells goods or services to Chase Consumers or
Chase Merchants. The percentage of gross revenues to be paid will be reviewed
semi-annually to determine if such percentage of revenue split should be
adjusted so that a [ * ] gross margin allocation is obtainable. In no event
shall Chase be obligated to compensate XxxxXxx.xxx pursuant to the
calculation created hereunder if the gross margin is determined to be a
negative number;
2.5 When XxxxXxx.xxx is not the merchant of record, but receives
transaction fees as its revenues from the sale of a product/service,
XxxxXxx.xxx will pay Chase [ * ] of the gross transaction fee revenues
received by XxxxXxx.xxx for products/services sold to Chase Consumers. The
percentage of gross transaction fee revenues to be paid will be reviewed
semi-annually, or more frequently if the parties deem necessary, to determine
if such percentage of revenue split should be adjusted so that a [ * ] gross
margin allocation is obtainable. In no event shall Chase be obligated to
compensate XxxxXxx.xxx pursuant to the calculation created hereunder if the
gross margin is determined to be a negative number;
2.6 Chase will receive [ * ] of gross revenue from professional services
fees received by XxxxXxx.xxx for services rendered to Chase Merchants;
2.7 The parties will mutually determine revenue share on new products
and services sold by
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* CONFIDENTIAL TREATMENT REQUESTED.
XxxxXxx.xxx to Chase Merchants and Chase Consumers;
2.8 XxxxXxx.xxx will receive an amount to be mutually determined on a
product by product basis when Chase sells its products or services to
XxxxXxx.xxx Merchants or XxxxXxx.xxx Consumers; and
2.9 Chase shall pay XxxxXxx.xxx [ * ] for each booked credit card
account originated from a XxxxXxx.xxx Site. Additionally, during the
existence of this Agreement, Chase shall pay XxxxXxx.xxx, on the applicable
account anniversary date, a renewal fee of [ * ] for so long as such credit
card account remains in existence; provided that such account has had at
least 10 purchase transactions in the prior year and purchasing privileges on
the account have not been terminated. No initial or renewal payment shall be
required if a credit card account is originated from a Chase Site unless the
credit card is a Cobranded credit card. All revenue and gross margin
calculations provided in this EXHIBIT D shall be calculated in accordance
with GAAP and as presented in XxxxXxx.xxx's financial statements and shall be
consistent with XxxxXxx.xxx's revenue recognition calculations contained in
its registration statement filed with the SEC on June 18, 1999.
3. PAYMENTS FOR TRAFFIC VOLUME.
The parties shall mutually agree on a reasonable method for tracking and
measuring the amount of visitors per month that Chase drives to an individual
Chase Site or an individual XxxxXxx.xxx Site. During any calendar month when
the number of such visitors to an individual site referenced above equals or
exceeds 500,000, Chase will receive an incremental percentage increase of
XxxxXxx.xxx's gross advertising revenues from that site for such month as
follows:
Chase Visitors to an Chase's incremental percentage increase of such month's XxxxXxx.xxx
individual site/month gross advertising revenues from the individual XxxxXxx.xxx Site or the
individual Chase Site (as applicable)
500,000 - 1,000,000
1,000,001 - 3,000,000 [ * ]
3,000,001 or more
THE ABOVE REVENUE SHARING AND TRAFFIC VOLUME PAYMENTS SHALL BE CALCULATED BY THE
PARTIES MONTHLY AND SHALL BE PAID BY EACH PARTY TO THE OTHER BY THE END OF THE
FOLLOWING MONTH.
* CONFIDENTIAL TREATMENT REQUESTED.
EXHIBIT E
INFORMATION SECURITY COMPLIANCE PROCEDURES
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To the extent any of the following materially affect its responsibilities under
the Agreement, XxxxXxx.xxx shall be responsible for maintaining in effect at
least the following security procedures:
1. Development, testing and maintenance of emergency plans, including off-site
storage facilities.
2. Development, testing and maintenance of business recovery plans.
3. Supervision and coordination of business recovery testing activities.
4. Development, testing and maintenance of post-disaster resumption
procedures.
5. For each computer system or data center facility or telecommunications
network facility, development and maintenance of:
5.1 physical access controls which restrict entry to the facility;
5.2 fire controls which provide:
5.2.1 automatic detection;
5.2.2 fire department notification; and
5.2.3 automatic or manual suppression.
5.3 water controls which provide:
5.3.1 automatic leak detection; and
5.3.2 drainage.
5.4 emergency lighting;
5.5 environmental controls which permit:
5.5.1 control power disconnection;
5.5.2 power conditioning for critical processing equipment
5.5.3 uninterrupted power during power irregularities and outages
5.5.4 dedicated air conditioning, and
5.5.5 monitoring of air temperature and humidity levels.
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6 Development and maintenance of a system of logical access control process
procedures for data management.
6.1 Logical access control process is a process which identifies each user
having access to data; verifies the identity of each user; restricts access
to information processing resources as appropriate; monitors the activity
through audit trails and access violation logs; prevents unauthorized
disclosure and unauthorized modification of data files; and is certified on
an annual basis.
6.2 Must monitor logical access activity by:
6.2.1 Maintaining a dedicated file (an Access Activity File) to
record all user activity by maintaining a record of all user sign-on
and sign-off activity;
6.2.2 For high risk systems, record the identity of the
individual, date and time of change, and the before and after image of
the record being modified;
6.2.3 Being retrievable for investigatory purposes; and
6.2.4 Not contain passwords
6.3 Must maintain an Access Violations Log which shall record all
violations of data user authorizations and all unsuccessful log-on
attempts.
6.3.1 The log is to be reviewed every day and the review shall be
evidenced on the log by a signature or other indication.
6.3.2 The log shall not contain passwords
6.4 Must report unusual, excessive or suspicious unauthorized access
attempts by a data user, and unsuccessful log-on attempt to the designated
Chase officer.
6.5 Must limit access to Chase or Chase customer information which is
critical or sensitive data or property, including, but not limited to
embossed or unembossed credit or debit cards ("Primary Information") to
those employees, agents or XxxxXxx.xxx's having a strict need to know, only
after having informed them of the restrictions on the use or disclosure of
such information.
6.5.1 Must maintain a procedure to prevent unauthorized access and
unauthorized modification of data files by:
6.5.1.1 Reviewing on a quarterly basis, access
authorization to files containing Primary Information, and
updating as necessary;
6.5.1.2 Storing passwords in the computer's authorization
tables in a one-way encrypted state (e.g., non-reversible
(access privilege to password files shall be extremely
limited with stringent audit trail review);
6.5.1.3 Providing a high degree of access control to user
authorization tables (access privilege to user authorization
tables shall be extremely limited with stringent audit trail
review); and
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6.5.1.4 a high degree of access control to access activity
files and violation by files.
6.5.2 Passwords should be constructed as follows:
6.5.2.1 Be a minimum of six characters in length;
6.5.2.2 Be composed of alphabetic and numeric or symbolic
characters; and
6.5.2.3 Not be composed so that they can be easily
guessed.
6.5.2.4 Not contain more than two consecutive repeating
characters.
6.5.3 Passwords shall expire after ninety (90) days, and shall not
be changed to a former value for one year.
6.5.4 Three (3) unsuccessful log-on attempts must disable the
password for that user.
7 With respect to vital information and vital records (defined below), must
develop and maintain the controls set forth in items 7. c. - 7. d. below:
7.1 Vital information is any Chase information which is necessary for the
performance of contracted business functions.
7.2 Vital records is a copy of the vital information to be used in a
disaster.
7.3 Have the ability to relocate the vital information and records to an
off-premises location as soon as possible, but never exceeding three (3)
business days after their creation:
7.3.1 Such location shall be certified by Chase as being in
compliance with these policies and procedures, that proper
environmental controls are in place, and that the storage site and the
site containing the vital information are not exposed to a single
common threat occurrence.
7.3.2 Such location shall be physically separate from the building
containing the original information. Except as stipulated in local
fire codes, buildings which have adjoining walls or a common physical
connector are not considered separate structures.
7.3.3 Such location shall have the following controls:
7.3.3.1 Access to the off-premises location shall be
controlled, according to documented procedures so that only
authorized personnel enter.
7.3.3.2 Temperature and humidity controls shall be
provided consistent with the needs of the media stored
within.
7.3.3.3 Automatic fire detection capability shall be
provided by heat or smoke detectors which are audible at a
location which is continuously manned.
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7.3.3.4 Automatic or manual fire suppression capabilities
shall be provided.
7.3.4 The off-premises location shall be accessible for emergency
retrieval of the vital information or records consistent with the
recovery requirements outlined in the business recovery plan.
7.4 Certifications shall be made to Chase, upon Chase's request, to
confirm that
7.4.1 Vital information has been properly identified (i.e.
all information necessary for business recovery has been
identified);
7.4.2 There are adequate back-up and off-premises storage
cycles;
7.4.3 That access to the off-premises location is adequate
for business recovery;
7.4.4 That emergency retrieval of Vital Records is
adequately demonstrated as part of periodic business
recovery testing; and
7.4.5 That access to Vital Records is only allowed for
emergency, recovery testing and rotational purposes.
8. Provide Chase, upon Chase's request, with access to all third party
non-financial audit reports and internal audit reports during the term of the
Agreement.
9 Allow Chase to audit and perform periodic on-site reviews upon reasonable
advance notice and no more often than every six months, or, at Chase's option,
provide Chase with a third party review completed within the past year within
thirty days of written request.
9.1 Allow any regulatory body to which Chase is subject to perform a
review as may be permitted or required by law.
10. Notify Chase of any material change affecting the availability,
confidentiality or integrity of services provided.
11. All services will be performed pursuant to a written agreement, and all
controls and procedures required hereunder are subject to Chase's review and
reasonable approval.
12. Have such physical access rights as Chase shall from time to time
reasonably require.
13. XxxxXxx.xxx agrees to secure the following data in a manner reasonably
acceptable to Chase using Chase customer information, name, social security
number, account number, date of birth and street address.
14. Adopt, test and implement security controls with respect to a change
control procedure which ensures that all moves between the test and production
environments been authorized. No changes to a system may be initiated unless
they have been requested in writing by the appropriate senior level of
management.
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15. Adopt, implement and maintain a virus prevention strategy and virus
scanning software to maintain the integrity of the system and data files
contained therein, including, but not limited to:
15.1 All software and blank diskettes shall be tested for viruses.
15.2 All software and blank diskettes shall be tested for viruses on a
non-primary machine.
15.3 Write protect and store the diskettes in a secure location.
15.4 All PC's shall be tested at regular intervals for viruses.
15.5 All PC's used to display or replicate software must be scanned for
virus infection prior to every deployment/replication session.
15.6 PC software sent to a third party for duplication should be spot
checked.
15.7 Cause maintenance company to adhere to XxxxXxx.xxx's virus prevention
strategy and use of virus scanning software prior to the performance of
maintenance.
16 Access by Regulatory Authorities
16.1 XxxxXxx.xxx agrees that any regulatory agency with supervisory
responsibility for Chase shall, upon reasonable advance notice, have the right
to examine all records and materials, use the equipment and interview those
employees of XxxxXxx.xxx to the extent that such officials deem necessary to
protect the interest of depositors, creditors or stockholders of Chase or as
otherwise permitted under applicable law, rule or regulation.
17. Reports and On-Site Review
17.1 Within thirty (30) days of XxxxXxx.xxx's execution and delivery of
this Agreement and annually thereafter during the term of this Agreement,
XxxxXxx.xxx shall, upon Chase's request, deliver the following to Chase:
17.1.1 A report by an independent third party audit firm that
describes XxxxXxx.xxx control policies and procedures that have been
initiated and function currently at XxxxXxx.xxx. These reports must
contain statements on the operating effectiveness of those policies
and procedures for Chase transactions. The requirements of this
section will be satisfied by a Type II SAS 70 Report, as described in
the then-current Statement of Auditing Standard 70 of the American
Institute of Certified Public Accountants, unless otherwise specified
by Chase within 60 days after receiving such a report.
17.1.2 An annual financial statement of XxxxXxx.xxx including a
balance sheet, statement of changes in working capital, audited by
independent public accountants reasonably acceptable to Chase.
17.2 During the term of this Agreement, XxxxXxx.xxx also shall allow Chase
or external auditors on Chase's behalf to perform periodic on-site reviews
of XxxxXxx.xxx's site as Chase deems appropriate provided that such reviews
shall occur upon reasonable advance notice and no more often than every six
months. At Chase's option XxxxXxx.xxx may submit evidence of a third party
review, completed within the last year, that addresses the scope and
control objectives
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related to transactions processed for Chase. In addition, annually during
the term of this Agreement XxxxXxx.xxx shall allow Chase to access
independent third party non-financial reports, and, if available, internal
audit reports to XxxxXxx.xxx.
18 Compliance
18.1 During the term of this Agreement, XxxxXxx.xxx shall at all times
substantially comply with all reasonable Chase Information/Technology
Control Policies then in effect (a) that are applicable to XxxxXxx.xxx's
obligations under this Agreement and (b) of which XxxxXxx.xxx is informed.
18.2 Upon Chase's request, a description of how XxxxXxx.xxx shall comply
with such policies shall be attached hereto and made a part of this
Agreement.
18.2.1 If (as a result of an on-site review or audit performed in
accordance with Section 17 above or otherwise) Chase reasonably
determines that XxxxXxx.xxx is not materially complying with Chase's
Information/Technology Control Policies as required by this Section
18, XxxxXxx.xxx shall at its own expense take steps specified by Chase
to correct such non-compliance within a reasonable time period.
Notwithstanding any contrary provision herein, if XxxxXxx.xxx fails to
take such steps in a timely manner, Chase shall be permitted to
terminate this Agreement on 30 calendar days notice and XxxxXxx.xxx's
failure to cure within that time.
19 Changes in Services
19.1 XxxxXxx.xxx shall notify Chase immediately of any organization,
security-related or other changes that materially affect the ability of
XxxxXxx.xxx to perform its obligations under this Agreement, including but
not limited to XxxxXxx.xxx's ability to comply with Chase's
Information/Technology Control Policies.
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EXHIBIT F
CHASE CUSTOMER INFORMATION POLICIES AND ONLINE PRIVACY POLICIES
CUSTOMER INFORMATION PRINCIPLES
RETAIL BANKING
At Chase, we strive to make life easier for our customers.
1. One way that we do this is by using customer information to provide our
customers with superior service and convenient access to the right products and
services. We also recognize that our customers have important expectations
regarding the use of that information.
2. Safeguarding customer information is a matter that we take seriously. That
is why we at Chase have set forth the following principles to affirm our
long-standing commitment to confidentiality:
2.1 We share information regarding customers among our banks and
affiliated companies only in accordance with strict internal security
standards and confidentiality policies and with applicable law.
2.2 We hold our employees fully accountable for adhering to those
standards, policies and laws.
2.3 We do not share information about our customers with other companies
except in order to conduct our business, comply with applicable law,
protect against fraud or make available special offers of products and
services that we feel may be of interest to our customers. We may also
provide information to regulatory authorities and law enforcement officials
in accordance with applicable law.
2.4 We have established high standards for protecting information
regarding our customers from unauthorized alteration or destruction.
2.5 We investigate customer inquiries regarding information received from
Chase (or from a credit bureau reflecting information provided by Chase)
that the customer believes to be inaccurate and we take steps to correct
information we determine to be incorrect. Customers should notify us if
they receive information regarding their Chase relationship that they
believe to be inaccurate.
3 At Chase, information regarding our customers is used solely in the
legitimate conduct of our business, to deliver superior service and to design
products and special offers that demonstrate our understanding of our customers
and their needs.
4 As we move forward in developing new products and services in an era of
vast technological change, we will continue to maintain our dedication to
assuring that customer information is properly used and appropriately
safeguarded.
November 1997
***
THESE PRINCIPLES ARE CURRENTLY APPLICABLE TO CHASE BANKS AND AFFILIATES IN THE
CONDUCT OF THEIR CONSUMER BUSINESSES IN THE UNITED STATES.
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THIS IS THE WEBSITE OF THE CHASE MANHATTAN CORPORATION AND ITS SUBSIDIARIES
5 CHASE ONLINE CONSUMER INFORMATION PRACTICES
5.1 We at Chase understand and appreciate that our Website visitors are
concerned about their privacy and about the confidentiality and security of
information we may obtain about them online. We want you to understand the
steps we have taken to safeguard the information we receive online about
visitors who access or interact with our Website.
5.2 Our CUSTOMER INFORMATION PRINCIPLES, which describe how we safeguard,
maintain and use information we obtain about our customers in the normal
course of our business, also apply to the information we obtain online
about our Website visitors. This document, Chase Online Consumer
Information Practices, describes the methods we use to collect and protect
information which are unique to the Internet.
LISTED BELOW ARE THE TOPICS ADDRESSED BY THIS DOCUMENT WITH A BRIEF EXPLANATION.
YOU MAY CLICK ON EACH TOPIC TO OBTAIN THE COMPLETE TEXT OF THE CONTROLS AND
PRACTICES RELATED TO THIS TOPIC.
6 COLLECTION OF INFORMATION ONLINE
6.1 We want to assure you that you can visit the Chase Website without
identifying yourself or giving us any information about yourself. We will
not obtain information that identifies you personally unless you
specifically choose to provide such information to us.
6.2 INFORMATION WE OBTAIN FROM VISITOR BROWSING AND VIA COOKIES
6.2.1 Describes our usage of "cookie" technology, what information
can be obtained by its usage and how consumers may be alerted to their
presence when they are Online.
6.3 IDENTIFYING INFORMATION YOU CHOOSE TO PROVIDE
6.3.1 Describes the various situations you may provide us with
information about yourself on our various web pages, our related
controls and safeguards and how we may utilize this information.
6.4 SECURITY OF INFORMATION TRANSMISSIONS
6.4.1 Describes the security methods we employ in the transmission
of information to our website.
6.5 ACCESS TO YOUR ACCOUNT INFORMATION
6.5.1 Describes how access to your account information is secured
and authenticated.
6.6 CHILDREN VISITING OUR WEBSITE
6.6.1 Addresses children visiting our Website.
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6.7 OTHER WEBSITES LINKED TO THE CHASE WEBSITE
6.7.1 Describes our responsibilities concerning the information
practices of other websites linked to Xxxxx.xxx.
6.8 ENFORCEMENT
6.8.1 Employee Expectations
6.8.1.1 Describes our Corporate Code of Conduct and our
employee expectations concerning the controlled and
authorized use of customer information.
6.8.2 Verification of Practices
6.8.2.1 Lists the various internal and external
confirmations and reviews performed to ensure that we are
adhering to the consumer privacy practices we have
published.
6.8.3 Consumer Recourse
6.8.3.1 Tells you how you may contact us concerning this
policy, or any related inquiry concerning our usage of
information that you may have provided to us Online.
7 FUTURE UPDATES TO THESE PRACTICES
7.1 As technology evolves, we will continue to look for better ways to
gather and use information in order to offer financial products and
services which best meet your financial needs, and to protect and safeguard
information about you and your accounts. We encourage you to review the
Chase Online Consumer Information Practices periodically for updates.
8 COLLECTION OF INFORMATION ONLINE
8.1 INFORMATION WE OBTAIN FROM VISITOR BROWSING AND VIA COOKIES
8.1.1 In order to constantly improve our Website and better serve
our customers, Chase may use software tools or "cookies" to gather
information about site visitors' browsing activities. This is similar
to a traffic report: it tracks trends and behaviors, but does not
identify individuals. Information gathered may include date and time
of visits, pages viewed, time spent at the site, and the site visited
just before and just after the Chase site. However, we only identify
the site visitor if he or she voluntarily gives us personal
identifying information online.
8.1.2 A "cookie" is information sent from a Website to a visitor's
computer while he or she is visiting the site. It may enable the site
holder to track how a visitor navigates through its site and the areas
in which they show interest. In some cases, if a visitor returns to
the Website after receiving a cookie, their browser sends cookie
information back to the Website. This is useful to the visitor if he
or she has established a password
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at a particular Website and wants to be identified by that site to
perform a function or transaction. The site holder can set cookies to
expire . . .
8.1.2.1 on a specified date
8.1.2.2 after a specific period of time
8.1.2.3 when a transaction has been completed
8.1.2.4 when a user turns off his browser.
This is controlled by the site holder.
8.1.3 Chase may use cookies to help evaluate our Website. Your Web
browser may alert and permit you to refuse cookies. When you receive
an alert you may choose at that time to refuse that cookie. If the
use of cookies is a concern to you, then please make sure your browser
has this capability, and that you set your browser to alert you
accordingly.
9 COLLECTION OF INFORMATION ONLINE
9.1 IDENTIFYING INFORMATION YOU CHOOSE TO PROVIDE
9.1.1 If you choose to request information from Chase, apply for
Chase products or services or conduct transactions online, you will
need to give us certain personal information just as you would if you
were communicating with us in person, by mail or by telephone. The
same internal protections that we employ in the maintenance of
information received via these channels is applicable to the
information we obtain via the Internet.
9.1.2 When you visit our site we may ask you to "sign-in,"
complete a survey or answer simple questions. These may include such
questions as where you live, your E-mail address and your interest in
receiving E-mail from Chase on new products and services. We collect
this information so that we can determine what kinds of products and
services are of most interest to you.
9.1.3 If you choose to send us an E-mail message, we may retain
the content of the E-mail, your E- mail address, and our response.
9.1.4 If you provide identifying information to us online, we may
be able to identify you as you browse through our Chase Website. We
may use this information to determine what kinds of products, services
and sections of our site are of most interest to you.
10 SECURITY OF INFORMATION TRANSMISSIONS
10.1 In most instances, information you provide on electronic forms on the
Chase Website is encrypted. In other words, it is scrambled en route and
decoded once it reaches Chase. Current versions of leading Web browsers
indicate when a document is encrypted for transmission.
10.2 E-mail sent within Chase Online Banking is secure. However, other
E-mail sent to us may not be secure unless we advise you that security
measures will be in place prior to your transmitting the information.
Therefore, we ask that you do not send confidential information
32
such as social security or account numbers to us via an unsecured E-mail.
Such communications should be sent to us via postal mail or you may call
1-800-CHASE24 or visit one of our branches.
11 ACCESS TO YOUR ACCOUNT INFORMATION
11.1 As a security measure, you may access your account information from
the Chase Website only if you have registered with Chase for authentication
purposes. Information provided to you will be scrambled en route and
decoded once it reaches your browser. If you have not registered for
authentication purposes and wish to review your account information, you
may write to the address listed on your account statement, call
1-800-CHASE24 or visit one of our branches.
12 CHILDREN VISITING OUR WEBSITE
12.1 Our Website is directed at customers and potential customers, most of
whom are adults. However, children may access our Website and provide
information in the ways previously explained in this policy statement.
They may request information concerning our products and services and apply
for certain products and services such as student loans. Should children
access our Website we are confident that parents will not judge any of the
information provided as objectionable for viewing by their children.
Parents can avail themselves of various software packages that are
available to prevent their children from accessing Websites which they deem
to be inappropriate. Parents can choose to utilize this and other methods
to limit the Websites to which their children have access.
13 OTHER WEBSITES LINKED TO THE CHASE WEBSITE
13.1 Chase is not responsible for the information practices employed by
sites linked to or from our Website. In most cases links to non-Chase
Websites are provided solely as pointers to information on topics that may
be useful to the users of the Chase Website. In some situations, other
site holders agree to follow our CUSTOMER INFORMATION PRINCIPLES. In these
cases you will be notified when you are linking to these sites.
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14 ENFORCEMENT
14.1 EMPLOYEE EXPECTATIONS
14.1.1 The Chase Corporate Code of Conduct expresses our absolute
commitment to integrity, our related corporate values and ethical
standards and the associated business conduct we expect from all our
employees. The Code of Conduct includes very specific guidelines
concerning the SAFEGUARDING OF CONFIDENTIAL INFORMATION, which
includes customer information. In general, these guidelines limit
employee access to confidential information, and limit the use and
disclosure of such information to specifically authorized processes
and transactions. If it is determined that employees have violated
the Code of Conduct, corrective action may be taken, including
immediate dismissal.
14.2 VERIFICATION OF PRACTICES
14.2.1 Periodically, our operations and business practices are
reviewed for compliance with corporate policies and procedures
governing the confidentiality of information. These reviews are
conducted by our own internal staff, Chase auditors who report
directly to the Chase Board of Directors, external accounting and
auditing firms and government regulators. Included in these
self-assessments and examinations are reviews of the controls and
safeguards related to consumer privacy which are described in our
Customer Information Principles and Chase Online Consumer Information
Practices.
14.3 CONSUMER RECOURSE
14.3.1 If you believe we have not complied with our stated privacy
policies concerning our usage of personally identifiable information
that we may collect over the Internet, or that information we have
provided to you based upon your Internet activity is inaccurate, you
may inform us by utilizing the "feedback" feature on Xxxxx.xxx site.
Clicking on "feedback" enables you to create an E-mail message to us.
We will acknowledge receipt of your message via E-mail within seven
business days and endeavor to respond to your concerns within 30
business days.
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