Ready to offer these benefits to your employees?

1. I am authorized to complete this agreement (the “Agreement”) on behalf of the Employer. This Agreement shall become effective upon the date of execution of said Agreement. *

6. Implementation of the Chase Home Lending Employee Benefit Program ("Program"): *

a.) The Employer agrees to post the customized Chase Home Lending Employee Benefit Program Landing Page Link (“Landing Page Link”) on the Employer's designated webpage or landing page ("Site").

b.) Should the Employer elect to send to its employee’s emails including the customized Landing Page Link, the Employer shall be deemed the “sender” of the emails directed to its employees promoting the Program and the Program content. The Employer shall be responsible for CAN SPAM compliance associated with the emails including, but not limited, to scrubbing for opt outs prior to sending any emails and including in each email electronic unsubscribe functionality enabling employees to opt out of future commercial emails from the Employer, if required by applicable law. *

c.) Chase hereby grants to the Employer a worldwide, nonexclusive, limited, royalty-free, non-sub-licensable, non-transferable, revocable license to use, reproduce and display the Program content exclusively on the Employer’s Site in accordance with the terms and conditions set forth in this Agreement. Chase will provide the exact Program content. Without Chase’s prior written consent, the Employer has no right to change any or all of the Program content or share or disclose the Program or Program content, in whole or in part, outside of or apart from the Site. *

d.) Chase will make the Program available to the Employer’s employees who access the Program content through the Site and contact Chase by using either the submission form or the phone number provided. The Program will not be available if an employee contacts Chase through another method (e.g. application at a bank branch or otherwise). The Program is available to the Employer’s employees only and not to friends or family, independent contractors, affiliates or any other third parties. The employee must be employed full-time or part-time by the Employer, or an Employer verified retiree, at the time of their submission of a Program loan application to qualify for participation in the Program. The Employer agrees that any benefit realized by its employees or verified retirees under the Program will be attributable exclusively to the Employer’s entry into this Agreement and the standard Program terms and conditions that Chase makes available generally to the employees of all Program participants. The Employer will take such action and make such disclosures as may be necessary or useful under applicable law to authorize the Employer’s acceptance of such benefits on behalf of its employees and verified retirees. *

e.) Chase has the right to change or discontinue the Program at any time and will use reasonable efforts to give Employer 45 days advance notice. *

f.) Employer will not post or publish any content about Chase or the Program without Chase’s prior written approval. *

g.) If Chase asks the Employer to change or remove previously published content, Employer will do so within a reasonable amount of time. *

7. By participating in the Program, the Employer agrees that (a) ownership of all or any part of the Program content and the goodwill relating thereto shall remain vested in Chase both during the period of this Agreement and thereafter and (b) any use of the Program or Program content by the Employer shall be to the benefit of Chase. *

8. The Employer represents and warrants that (a) it exclusively owns, controls and has all necessary rights in and to the Site and its use; (b) the Site is secure, private and available to Employer’s employees only and not to anyone else or the general public; (c) the Site and all content and materials that appear on the Site do not and will not infringe upon or violate the intellectual property rights of a third party or ) any applicable law, regulation or non-proprietary right of a third party; (d) the execution and performance of this Agreement does not violate any agreement that the Employer may have entered into; and (e) the Employer will not permit any unauthorized access to or use of the Site or the Program or Program content. *

9. Indemnification: Each party (each, in such capacity, the "Indemnifying Party") shall indemnify and hold harmless the other party, its affiliates and its agents, and successors and permitted assigns thereof (each, in such capacity, the "Indemnified Parties"), against any and all third party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of the following by the Indemnifying Party or its personnel, agents or representatives (a) negligence or willful misconduct in connection with this Agreement; or (b) a breach of this Agreement. *

10. Termination: Either party may terminate this Agreement, with or without cause, upon 45 days written notice to the other party. Upon termination, the Employer will immediately and permanently remove the Program and Program content from the Employer’s Site. Termination shall not affect Program loan applications submitted under the terms of this Agreement prior to the effective date of termination. *

11. Communication: Any and all notices or other communications given under this Agreement shall be delivered via electronic mail: corporate.home.lending.agreements@chase.com . *

Miscellaneous:

a.) Neither party may assign any rights or delegate any obligations under this Agreement without prior written notice to the other party. Notice of any assignment by either Party must be provided within thirty (30) days. This Agreement will be binding upon the successors, legal representatives and permitted assigns of the parties. For purposes of this Section, any merger or other combination by operation of law constitutes an assignment. *

b.) This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and all prior or contemporaneous negotiations, agreements, and understandings, whether oral or written, are superseded or canceled hereby. Except for the right reserved to Chase to unilaterally change or discontinue the Program and/or the Program Content at any time for any reason without notice, this Agreement may not be amended or modified except by a writing signed by both parties or their duly authorized agents. *

c.) Notwithstanding the consideration recited above, the parties acknowledge that none of this Agreement, the Program or the Program Content has any dollar value to the Employer, and none of them involve the provision of goods or services to the Employer by Chase. Any value derived from this Agreement, including but not limited to the terms outlined in Exhibit A, are procured by the Employer for the sole benefit of the employee. The Employer represents and warrants that its entry into this Agreement is for the benefit of its employees and verified retirees, and does not constitute a government procurement or contract award, and that the negotiation hereof does not constitute a solicitation, offer, promise or commitment for such a procurement or contract award. *

d.) This Agreement will be governed by the laws of the State of New York, without giving effect to any choice-of-law rules. *

e.) The parties shall each bear their own respective costs and expenses except in the event of any dispute with respect to the subject matter or construction of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees incurred in resolving or settling the dispute. *

f.) This Agreement may be executed via digital signature which shall be deemed an original. *