Exhibit 3b
FIRST AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT
This document is an Amendment to the Administrative Services
Agreement (hereinafter the "Agreement") dated September 1,
2000 between Nationwide Life Insurance Company and
Nationwide Life and Annuity Insurance Company (hereinafter
collectively referred to as "NWL") and Xxxxxxx & Xxxx, Inc.
(hereinafter "Xxxxxxx & Xxxx").
The primary purpose of this Amendment is to permit NWL to
create, host and maintain an internet site at
"xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxxxx" (the "Web Site")
to assist Xxxxxxx and Xxxx in supporting the distribution
and administration of the annuity, variable life, and
pension products defined in the Agreement ("Products").
TERMS
1. Xxxxxxx and Xxxx expressly authorize NWL, subject to
the terms of this Amendment, to maintain and host the Web
Site pursuant to the following:
a. NWL shall have sole control over the Web Site. Both
parties agree that NWL will conduct regular performance
updates and Web Site enhancements in accordance with
applicable law. Modifications in the Web Site shall be
deemed approved if Xxxxxxx and Xxxx fails, within 10
business days after such modifications have been provided to
Xxxxxxx & Xxxx, to object in writing to NWL's Web Site
changes. In the event Xxxxxxx and Xxxx objects to certain
updates or enhancements, the parties shall negotiate in good
faith, without penalty, and agree in writing to a Web Site
solution acceptable to both parties.
b. NWL shall be responsible for compliance with all
applicable state and federal laws pertaining to the Web
Site, except for the form and content of materials created
by and obtained from Xxxxxxx & Xxxx, and for compliance with
the security, privacy and user access policies of the Web
Site
c. No compensation shall be paid under this Amendment, and
each party shall bear its own costs with respect to the
creation, maintenance and operation of the Web Site.
2. Both parties expressly agree that the indemnifications
and representations of the Agreement are extended to include
the Web Site activities. In additions, the following
acknowledgments and representations are made, specifically
relating to the Web Site:
a. Ownership of the Web Site. As between Xxxxxxx & Xxxx
and NWL, Xxxxxx & Xxxx acknowledges that NWL is the
exclusive owner of the Web Site, its services and content.
NWL acknowledges that content given to NWL by Xxxxxxx & Xxxx
for the Web Site shall remain the property of Xxxxxxx & Xxxx
or its licensor. Neither NWL nor Xxxxxxx & Xxxx shall have
any rights in the other party's content other than the
limited right to use such content as required to perform
this Amendment.
b. Since NWL has customized this particular Web Site for
Xxxxxxx & Xxxx, Xxxxxxx & Xxxx hereby grants to NWL the
nonexclusive, nontransferable , nonassignable right during
the term of this Amendment to use (i.e., to copy, transmit,
distribute, display and perform both privately and
publicly), the Xxxxxxx & Xxxx icon , the Xxxxxxx & Xxxx name
and any other related textual and graphic materials, if any,
that are provided by Xxxxxxx & Xxxx to NWL for express
purpose of inclusion on the Web Site.
c. To further the purpose, and subject to the terms of
this Amendment, each party hereby grants to the other party
limited, non-exclusive, nonsublicenseable, royalty-free,
worldwide license to use such party's trademarks, service
marks, trade names, logos, or other commercial or product
designations (collectively, the "Marks"). The owner of the
Marks may terminate the foregoing license if, in it sole
discretion, the licensee's use of the Marks does not conform
to the owner's standards. Title to and ownership of the
owner's Marks shall remain with the owner. The licensee
shall not take any action inconsistent with the owner's
ownership of the Marks and any benefit accruing from the use
of such Marks shall automatically vest in the Owner.
d. NWL shall acquire no ownership to Xxxxxxx & Reed's
intellectual property rights by virtue of its inclusion of
Xxxxxxx & Reed's trademark on the Web Site, nor shall
Xxxxxxx & Xxxx acquire any rights in NWL's intellectual
property or in NWL's ownership of the Web Site by its
trademark's inclusion on the Web Site.
e. Neither party makes any express or implied warranties
to the other party with respect to the web site including,
but not limited to, warranties of merchantability, fitness
for a particular purpose, or that the operation of the web
site will be uninterrupted or error-free. Neither party
shall be liable to the other for loss of use, data, or
profits, business interruption , or any other damages caused
by forces outside of reasonable control, including by not
limited to malicious codes, or resulting from interruptions
or errors on the web site caused by interrupted
communications, and/or hackers.
x. Xxxxxxx & Xxxx warrants that any passwords or access
devices provided to the web site are for the sole use of the
General Agent or Agents, and shall no be provided to any
consumers.
3. Xxxxxxx & Xxxx and NWL agree that customer's nonpublic
personal information obtained from and provided to each
party will be maintained as confidential, will be used for
only the intent and purpose shared, and will comply with all
laws relating to privacy, confidentiality, security and the
handling of customer information which may from time to time
be established.
4. Either party may terminate the Web Site relationship by
30 days written notice. There shall be no penalty
associated with termination of this Agreement. Upon
termination of the Web Site relationship, all rights,
licenses, and privileges granted under this amendment shall
automatically revert to the granting party
IN WITNESS WHEREOF, the parties here to execute this
Amendment as of November 28, 2000.
NATIONWIDE LIFE INSURANCE XXXXXXX & XXXX, INC.
COMPANY
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxxxx Xxxxx
Title: President, NFS Title: Senior Vice President
Distributors, Inc.
Date: 7/09/01 Date: January 11, 2001
