Last Updated: March 31, 2015

CHASE AFFILIATE AGREEMENT

THIS AGREEMENT sets forth the terms and conditions agreed to between Chase Bank USA, N.A. and

JPMorgan Chase Bank, N.A.(Chase) and the entity named in the LinkShare account through which you

were invited to become an "Affiliate" in the Chase Affiliate Program (the "Affiliate Program"). The entity

name information associated with the LinkShare account is hereby incorporated by reference. As an

Affiliate you can establish links for your Website to credit card application and deposit account

application websites provided by Chase. Chase will pay Affiliate a fee for each approved credit card and

deposit account that originates from a link in Affiliate's Website in accordance with the terms of this

Agreement. Chase may also allow Affiliates to engage Sub-Affiliates under the same terms as Affiliates.

Affiliate shall be responsible for all action or inaction of Sub-Affiliates as if such action or inaction were

done directly by the Affiliate and any reference in this agreement shall include any approved Sub-

Affiliate.

THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN AFFILIATE AND CHASE. THE

AGREEMENT IS EFFECTIVE AND BINDING UPON AFFILIATE UPON ITS CHECKING OF THE BOX THAT

INDICATES THAT THE AFFILIATE HAS READ AND ACCEPTS THE TERMS OF THIS AGREEMENT AND THEN

CLICKING THE OK BUTTON IN CONNECTION WITH THE ON-LINE AFFILIATE REGISTRATION PROCESS

THROUGH THE LINKSHARE.COM INTERFACE OR BY CREATING A LINK THROUGH THE LINKSHARE

AFFILIATE INTERFACE TO BEGIN MARKETING CHASE CREDIT CARDS AND DEPOSIT ACCOUNTS

(EFFECTIVE DATE). SUCH ACTION BY THE AFFILIATE WILL BE DEEMED TO BE WRITTEN ACCEPTANCE BY ANY PERSON APPARENTLY AUTHORIZED TO EXECUTE SUCH AN AGREEMENT, INCLUDING WITHOUT

LIMITATION ANY PERSON INVOLVED IN OR MARKETING ON BEHALF OF AFFILIATE.

In connection with your participation in the Affiliate Program, Affiliate and Chase agree as follows:

1. Affiliate Program Restricted Content

1.1. Affiliate agrees that it shall not incorporate any Restricted Content on Affiliate's website after acceptance into the Affiliate Program and the commencement of the term of this Agreement. Restricted Content shall include, but is not limited to:

Images or content that is any way unlawful, offensive, profane, harmful, threatening,

defamatory, obscene, harassing or racially, ethically or otherwise objectionable;

Images or content that promotes illegal activities, including gambling;

Images or content that promotes or depicts sexually explicit, obscene or pornographic images;

Images or content that promotes or depicts violence or hate speech;

Images or content that promotes discrimination based on race, sex, religion, nationality,

disability, sexual orientation or age;

Images or content that infringe or assist others to infringe on any copyright, trademark or other

intellectual property rights;

Images or content that promotes politically sensitive or controversial issues; or

Images or content that promotes or markets credit repair services or credit products for

consumers with bad credit.

1.2. Affiliate agrees that it shall not engage in any of the following on or in connection with its

website:

Manipulate key word searches on portals;

Misrepresent itself as a Chase website by altering the visual "look and feel" of or text from

Chase's website, and/or engage in "framing" a Chase website;

Engage in domain squatting or typo squatting;

Provide an applicant any incentive, whether it is cash, points, or other material gift, in exchange

for a credit card or deposit account application or approved credit card deposit account application,

unless explicitly authorized by Chase;

Use a proxy server or redirector server to proxy Chase web pages or web websites through your

website, URL or URI;

Otherwise violate any partys intellectual property rights, including, without limitation,

"scraping" text or images from Chase's Website;

Publish its website without a clearly stated online privacy policy;

Bases its operations or servers outside of the United States;

Publish content that is considered offensive or inappropriate by Chase; or

Use Chase Marks or, names in any Affiliate domain name, URL or URI. Chase Marks or, names

shall include, but are not limited to, any word or combination of the words listed in Appendix 1, which is

hereby incorporated by reference and which may be modified from time to time by Chase.

Chase. 1.3. Chase reserves the right to maintain and share a program black-list of websites

prohibited from marketing Chase credit cards and deposit accounts through the Affiliate Program,

regardless of operating direct or indirect through Sub-Affiliate networks. Websites placed on the Chase

program black-list will not be permitted to market Chase credit or deposit accounts without explicit

consent from the Chase.

2. Affiliate Responsibilities

Subject to the bullet below, Affiliate may not use or implement any advertising material to

promote any Chase credit card. Chase deposit account or other Chase products and services that are not

available through the LinkShare affiliate interface.

o In the limited circumstance that Affiliate wishes to promote or otherwise reference a

Chase-issued credit card which is not available through the Linkshare.com Interface,

then such promotion or reference must not provide any call to action or link to Chase,

and must at all times be accompanied by the following disclosure in a clear and

conspicuous manner in direct proximity to any such mention: The information related

to [name of specific Chase-issued credit card] credit card has been collected by

[Affiliate name] and has not been reviewed or provided by the issuer of this card.

Affiliate may not engage in any social media marketing (including without limitation, linking,

sharing, liking, etc.) associated with, or in any way making reference to, any Chase credit card,

Chase deposit account, Chase product, Chase Mark, or Chase URL.

Affiliate may not market, promote or otherwise advocate that consumers churn which

includes for example, and without limitation, a prohibition from any offers of premiums for applying

for cards, suggestions of exploitation of any card benefits for the sake of monetary or rewards point

(or similar) gain, and/or the encouragement of transferring balances or spend or otherwise

cancelling existing any card accounts in an effort to exploit offers.

Affiliate may not market, promote or otherwise advocate that consumers churn-which includes,

for example, and without limitation, suggesting or encouraging consumers to move from deposit

account to deposit account to circumvent Chase rules intended to prevent existing customers from

inappropriately benefiting from Chase offers.

Affiliate must at all times include a clear and conspicuous disclosure on all Affiliate URLs that

acknowledges the material relationship with Chase. This disclosure may take the form of a Chase-

specific disclosure, or as part of a general disclosure covering all participating credit card issuers and

providers of deposit accounts.

Affiliate must at all times include a clear and conspicuous disclosure on all editorial content that

acknowledges that such content is the editorial product of the Affiliate and that at no time has such

editorial content been provided, reviewed or approved by Chase. This disclosure may take the form

of a Chase-specific disclosure, or as part of a general disclosure covering all participating credit card

issuers and providers of deposit accounts.

All Affiliate URLs and any program or tool provided by or run through Affiliate must not

discriminate against any user or applicant because of race, color, religion, sex, national origin, age,

disability, sexual orientation, creed, alienage, citizenship status, marital status or any other category

protected under any federal, state, or local law or regulation.

Affiliate must ensure that all pricing information appearing on Affiliate URLs or otherwise

appearing in any site content or advertising, is pulled directly from the standardized java script feed

or from within the Linkshare Dashboard, both as provided by Linkshare. No other sources of pricing

information may be leveraged in any way by Affiliate.

If Affiliate has an authenticated URL and/or credit reporting tools, then Affiliate must provide to

Chase, at no cost to Chase, a test account, or log-in environment for auditing and compliance review

purposes.

If Affiliate has an authenticated URL, then Affiliate must provide to Chase no less than 48 hours

of advance notice prior to any material changes to the associated URLs.

Affiliate must at all times adhere to the terms of Appendix 2 attached hereto, which govern and

detail Affiliate responsibilities with respect to user generated content on their websites.

Affiliates may not harvest or collect personal information, or email addresses using the Chase

brand without the written consent of Chase.

If Affiliate intends to manage a Sub-Affiliate network or owns multiple URLs, Affiliate shall

provide Chase with a current, written list identifying the potential Sub-Affiliates and URLs. Affiliate must

receive approval from Chase for any Sub-Affiliates and URLs before they may begin marketing Chase

credit cards or deposit accounts. Linkshare will create one Linkshare standard identification number

(SID) for each approved URL of Affiliate. Affiliate shall only use Chase assets, including Links, relating to

a specific SID on the Affiliate URL associated with such SID.

If Affiliate manages a Sub-Affiliate network it shall ensure that any Sub-Affiliate adheres to the

terms of this Agreement and that Sub-Affiliates operate in accordance with the terms of this Agreement.

For avoidance of doubt, Affiliate agrees that and understands that a Sub-Affiliate may not act in any

manner different than Affiliate.

Chase reserves the right to review and approve All Sub-Affiliates before they can market Chase

credit cards or deposit accounts.

If Affiliate manages a Sub-Affiliate network, the Affiliate may not pay any Sub-Affiliates a referral

fee for consumer cards or deposit accounts greater than the lowest tier of the public offer.

If Affiliate manages a Sub-Affiliate network, the Affiliate may not pay any Sub-Affiliates a referral

fee for business cards greater than the lowest tier of the public offer.

If Affiliate manages a Sub-Affiliate network, the Affiliate may not pay Sub-Affiliates any added

incentives or bonuses associated with a Chase credit card or deposit account approval.

Affiliate is prohibited from (a) installing spyware on another person's computer, (b) causing

spyware to be installed on another person's computer, or (c) using a context based triggering

mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or

other content on an Internet website in a way that interferes with a user's ability to view the Internet

website.

Affiliate is prohibited from promoting Chase products or services through: (a) telemarketing

(which includes text or fax); (b) any off-line marketing channel or (c) any other means not expressly

agreed to by Chase.

Affiliate acknowledges and agrees that Chase may use website tracking and monitoring audit

tools (e.g. spider or crawling software tools) (Third Party Audit Tools) to monitor all Affiliate Websites

(including any permitted Sub-Affiliate websites) and applications in the Affiliate Program for the purpose

of assessing Affiliate Program performance and customer experience, ensuring that the Affiliate is

performing its obligations under this Agreement, including displaying the correct Links, ads and other

Affiliate Program materials, clearly and conspicuously disclosing the material relationship between

Affiliate and Chase and the acknowledgement that editorial content is only the content of Affiliate and

has not been provided, reviewed and approved by Chase, and any other reasonable purpose relating to

monitoring the Affiliate Program. Affiliate will not, and shall cause any permitted Sub-Affiliates to not,

block or otherwise interfere with the Third Party Monitoring Tools. Upon notice from Chase that

Affiliate or any Sub-Affiliate is so interfering with the Third Party Audit Tools, Affiliate agrees to promptly

cooperate with Chase to eliminate such interference.

Affiliate shall not place Chase content, including Links, on Affiliate web pages (including any

permitted Sub-Affiliate web pages) that are primarily in a language other than English without the prior

written consent of Chase.

2.1. Prohibitions Regarding Use of Chase Marks in paid or natural search optimization strategies

Affiliate shall not use as a keyword search term for any of Affiliates Internet or mobile marketing

efforts any Chase Marks, Chase URLS, or names, which include, but are not limited to, any word or

combination of the words listed in Appendix 1.

Affiliate shall include all of the Chase Marks in Appendix 1 as negative terms in all of Affiliates

Internet or mobile keyword search marketing efforts. For the avoidance of doubt, this requirement is

designed to ensure that no Chase Marks appear in a broad search match.

Affiliate shall not use for search engine optimization purposes any Chase URL, any portion of a

Chase URL or any URL that purports to be a Chase URL that contains any Chase Mark, which includes,

but is not limited to, any word or combination of the words listed in Appendix 1. For example: An

Affiliate may not optimize their websites for natural search rankings by embedding chase.com in the

page builds.

Affiliate shall direct any consumer obtained through search results to Affiliates website.

Affiliate may not directly link from any Affiliate search result to any Chase URL or application link

assigned to Affiliate.

3. Prohibitions Regarding Use of Email Communication.

Email Communication includes email messages, texting, faxing and any other form of non-verbal

communication occurring without the use of physical mail. Affiliate may NOT do any of the following

using Email Communication unless Affiliate first obtains in advance Chases express written permission.

Such requests must be made by emailing: chaseaffiliate@linkshare.com. Affiliate may not:

Generate or use Email Communication using or containing any variation or misspelling thereof,

or products, or any of the Qualifying Links or URLs provided to Affiliate as part of the Program;

Send any other Email Communication that in any way suggests or implies or misleads or is likely

to mislead (including without limitation, via the return address, subject heading, header information or

message contents) a recipient into believing that Chase or any related entity was the sender or sponsor

of such Email Communication or procured or induced Affiliate to send such Email Communication;

Forward, redistribute, or otherwise repurpose any Email Communication that Chase sends to its

affiliates and/or customers; and

Generate or send any unsolicited Email Communication (spam) under this Agreement.

3.1 Affiliate Email means any Email Communication that Affiliate sends that promotes Chase

credit cards or deposit accounts or otherwise mentions Chase or any of its related companies. The

sending of Affiliate Email requires advance approval by Chase. See Sections 3.2 and 3.3 for information

regarding Affiliate Email.

3.2. If Affiliate wants to promote Chase credit cards or deposit accounts by distributing Affiliate

Emails, Affiliate must first get written permission from Chase, which may be given or withheld in Chases

sole and absolute discretion. Chase reserve the right to revoke such permission at any time for any or no

reason whatsoever.

3.3. If approval to send Affiliate Email is granted, the provisions of this Section 3.3 apply:

Affiliate expressly represents to Chase that a business relationship exists between Affiliate and

those receiving the Affiliate Email and that such business relationship expressly allows Affiliate to send

the Affiliate Email to those receiving it, and that the recipients have not subsequently opted out of such

a business relationship or opted out of receiving emails such as, or specifically, the Affiliate Email.

Affiliate expressly warrants that it will adhere to all applicable laws and regulations regarding e-

mail, including but not limited to complying with the Federal CAN-SPAM Act of 2003 and any state law

governing electronic mail communications and that such compliance is Affiliates sole responsibility.

Affiliate agrees, in consideration for our willingness to allow distribution of Affiliate Email, that

at all times during which Affiliate distributes any such email that Affiliate will adhere to the following

obligations:

i. Affiliate shall not broker or otherwise sublicense its rights to promote our service to any third party;

ii. Affiliate shall not distribute emails through third party email lists (whether or not Affiliate has

purchased or otherwise obtained rights to use such a list) and all emails must be to recipients that

satisfy obligation (iv) below;

iii. Affiliate shall collect email addresses and distribute all emails promoting Chase in compliance with all

applicable laws and regulations and Affiliate shall collect no email addresses from consumers under 13

years of age and shall not distribute any emails promoting Chase to any consumer under 18 years of age;

iv. Affiliate shall distribute such emails only to those recipients with whom Affiliate has a business

relationship that expressly allows Affiliate to send the Affiliate Email to those receiving it, and who have

not subsequently opted out of such a business relationship or opted out of receiving emails such as, or

specifically, the Affiliate Email;

v. Affiliate shall ensure that each email shall contain an embedded hyperlink by which the recipient can

easily and effectively elect, by clicking on the link, to "opt-out" of all future e-mail and Affiliate agrees to

immediately cease sending any e-mail to any recipient that so opts-out or that opt-outs of receiving e-

mail from Affiliate;

vi. Affiliate shall not use any Chase mark or name (including any abbreviation thereof), any Chase credit

card or deposit account product name including, but not limited to, those restricted terms listed in

Appendix 1 or any trademark, trade name, service mark, logo or other Chase identifying information in

the originating or return email address line, header or subject line of any email and Affiliate agrees that

all email shall contain language in the body and both the from line as well as the re: line that clearly

announces that the offer embedded in the email is being sent by Affiliate for the benefit of Affiliates

users;

vii. Chase will review and approve all Affiliate Email (including all, from lines, re: lines, graphics, copy and

disclosures) of email message prior to distribution. Affiliates agrees that review and approval by Chase

shall in no way reduce, affect or eliminate Affiliates responsibility to comply with all laws as described

herein and that if a comment by Chase shall cause a Affiliate Email not to be in full compliance with any

applicable laws, Affiliates only remedy is to cease from sending the Affiliate Email;

viii. upon request by Chase, Affiliate shall promptly provide Chase with (i) a point of contact at Affiliates

office for handling customer complaints received by Chase and (ii) information regarding consumer

responses to the email distribution and any and all records verifying that Affiliate has a business

relationship with the recipients of the Affiliate Email which expressly allows Affiliate to send the Affiliate

Email to them, and verifying that the recipients have not subsequently opted out of such a business

relationship or opted out of receiving emails such as, or specifically, the Affiliate Email;

ix. upon notice from Chase to Affiliate requesting that Affiliate terminate Affiliate Email, Affiliate shall

immediately stop sending such email, and

x. Affiliate shall indemnify, defend and hold Chase harmless from any cost, expense or liability arising

out of any breach or alleged breach of Affiliates representations or obligations under this Agreement

for any violation of the law governing email solicitations, including CAN-SPAM and any state law

governing electronic mail communications. In addition, Chase reserves the right to take such action as it

deems appropriate to protect its interest or to otherwise reduce any potential liability arising out of

Affiliates breach hereunder.

4. Referral Fee

For each Approved Account (as defined in section 5 below) received through Affiliate's website or

approved Sub-Affiliates website, Affiliate will earn a referral fee calculated in accordance with the

schedule set forth below ("Commission") paid monthly.

Tiered or flat commission based on private offer terms in the network.

Chase reserves the right to alter above referral fees from time to time upon written notice to Affiliate of

such change.

Chases reserves the right to withhold or deny any Referral Fees that in Chases sole discretion is or may

have been generated by suspicious or unauthorized activity of an Affiliate or Sub-Affiliate.

5. Approved Account

For purposes of determining Affiliate's Commission, an "Approved Account" means any Chase credit

card or deposit account application that is: (i) submitted by any consumer who clicks on a banner or any

other advertising material on Affiliate's Website; (ii) is approved by Chase; and (iii) is reported as

approved by Chase to Affiliate.

6. Term of this Agreement

The term of this Agreement will commence on the Effective Date and will end when terminated by

either party. Either Affiliate or Chase may terminate this Agreement at any time, with or without cause,

by giving the other party written or e-mail notice of termination. At the time of termination, any links to

Chase's Website and all Chase content must be removed immediately. Affiliate will continue to receive

Commission payments for all Approved Accounts placed during the term of this Agreement.

7. Links

Affiliate agrees to place Chase's links provided through the LinkShare affiliate interface ("Links").

Affiliate is responsible for obtaining prior written approval from the Chase through the LinkShare

affiliate interface to link any or all other websites owned or managed by the Affiliate, including any Sub-

Affiliate websites, other than the website that was approved at the time of original registration. Affiliate

may select or remove Links, at any time without prior approval from Chase. Affiliate is also responsible

for removing and/or informing Chase of potential inactive or misdirected Links. Affiliate agrees to

cooperate with Chase in establishing and maintaining Links.

8. Order Processing

Chase will be solely responsible for processing each credit card and deposit account application

submitted by a Customer through Affiliate's or Sub-Affiliates Links. Customers may only use the Chase

on-line application processes to apply for a Chase credit card or deposit account. "Customers" are

defined herein as individuals who apply for Chase credit cards or deposit accounts through a link in

Affiliate's or Sub-Affiliates website. Chase shall be responsible for administering application forms and

related customer service. All of the rules, operating procedures and policies of Chase regarding

Customer credit card and deposit account applications and accounts will apply to applications received

through the Links. Chase reserves the right to reject any credit card or deposit account application in its

sole discretion.

9. Tracking of Sales

Chase will be solely responsible for tracking Approved Accounts made to customers who follow

Affiliate's or Sub-Affiliates Links. Affiliate will be solely responsible for ensuring that the Links are

formatted properly and maintained in a manner, which allows Chase to track such Approved Accounts.

No Commission shall be paid if the Approved Account cannot be tracked by Chase's system or if the

Customer accesses the Chase website through means other than the Links. Chase will provide Affiliate

with statements of Approved Account activity at the time Referral Fees are paid.

10. Terms and Conditions of Credit Cards and Deposit Accounts

Chase is solely responsible for determining the terms and conditions of the credit cards and deposit

accounts. The credit card and deposit offers may vary from time to time and are subject to change.

Affiliate may not specify details regarding the Chase credit card or deposit accounts on their Websites

without the prior approval of Chase.

11. Chase Customers

Customers who apply for Chase credit cards and deposit accounts through the Chase Affiliate Program

are customers of Chase. Affiliate has no authority to make or accept any offer on behalf of Chase. All

Chase policies regarding Customer orders, including availability, pricing and problem resolution, will

apply to these Customers. Affiliate has no authority to make, and Chase is not responsible for, any

representations made by Affiliate that contradict these policies.

12. Product Descriptions

Affiliate will only use credit card and deposit account descriptions provided or approved in writing by

Chase. Further, Affiliate shall follow all guidelines, rules and laws, which include, but are not limited to

those promulgated by the FTC, to ensure that visitors of Affiliates websites are properly put on notice of

the material connections between Affiliate and Chase.

13. Copyrighted Material

Affiliate is solely responsible for ensuring that its reviews and articles obey all applicable copyright and

other laws. Generally, Affiliate must have express permission to use another party's copyrighted or

other proprietary material. Chase shall not be responsible for Affiliate's or Sub-Affiliates improper use

of another party's copyrighted or proprietary material.

14. Commercial Use

This program is intended for commercial use only. Referral Fees are payable for Approved Accounts to

third parties who access the Chase URLs (marketing pages) through the Links located on Affiliate's

sponsoring website. Affiliates who use this program to apply for credit cards and deposit accounts for

their own use are NOT in violation of this Agreement.

15. Trademarks

All Chase trademarks, trade names and service marks and other proprietary material (collectively, the

"Marks") are the exclusive property of Chase or used under license from their respective owner. Such

marks include, but are not limited to those listed in Appendix A. Notwithstanding anything set forth in

this Agreement, Chase reserves full ownership of the Marks and the Licensed Materials (as defined

below). All use of the Marks by Affiliate is limited solely to the use contemplated by this Agreement. All

use of Chase Marks by Affiliate is subject to the prior written approval of Chase.

16. Licenses and Use of the Chase Logos and Trademarks

Chase grants Affiliate a non-exclusive, nontransferable, revocable right to (a) access the Chase website

through the links solely in accordance with the terms of this Agreement and (b) solely in connection with

such links, to use Chase's logos, trade names, trademarks, and similar identifying material relating to

Chase (collectively, the "Licensed Materials"), for the sole purpose of promoting Chase credit cards and

deposit accounts as defined under the terms of this Agreement. Prior to using any of the Licensed

Materials, Affiliate will submit to Chase for approval a draft of all proposed material that incorporates

the Licensed Materials, together with a brief statement setting forth the proposed use of such materials

and any other background or supporting material reasonably requested by Chase to allow Chase to

make an informed judgment. All such materials shall be submitted to Chase at least seven (7) days prior

to the date of first intended use. Chase will notify Affiliate of its approval or disapproval of such

materials of all information required to be submitted.

The approval or disapproval of such materials will be in Chase's sole discretion. Any materials not

receiving Chase's specific written approval will be deemed disapproved and may not be used. Affiliate

may not alter, modify, or change the Licensed Materials in any way. Affiliate is only entitled to use the

Licensed Materials to the extent that it is an Affiliate in good standing. Affiliate agrees not to use the

Licensed Materials in any manner that is disparaging or that otherwise portrays Chase in a negative light.

Chase may revoke Affiliate's license at any time.

17. Service Interruption

Certain technical difficulties may, from time to time, result in service interruptions. Affiliate agrees not

to hold Chase responsible for the consequences of such interruptions.

18. Compliance with Laws

Each party hereto shall be responsible for its own compliance with and agrees to abide by all applicable

federal and state legislation, regulations, guidelines and rules applicable that party.

19. Indemnification

Affiliate hereby agrees to indemnify, defend, and hold harmless Chase, its shareholders, officers,

directors, employees, agents, affiliates and their respective directors, officers, employees and agents,

successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or

expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Chase

(collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related

to, or are based on (i) the breach of any representation, warranty, agreement or covenant made by

Affiliate herein; or (ii) any claim related to Affiliate's Website or the Website of any Sub-Affiliate.

20. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of

the parties hereto agrees that all information (Confidential Information) including, without limitation,

the terms of this Agreement, business and financial information, customer and vendor lists, and pricing

and sales information, concerning Chase, Customer or Affiliate shall remain strictly confidential and

secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for

any other purpose except and solely to the extent necessary to exercise rights and perform obligations

under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was

known to the receiving party at the time of disclosure; (ii) has become publicly known through no

wrongful act of the receiving party; (iii) has been rightfully received from a third party under no

obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law

if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the

scope of such required disclosure. For clarity, Affiliate shall not link or otherwise combine any Chase

Confidential Information (e.g., click ID or any other tracking mechanism that can be used to track that an

individual clicked through to a Chase application or obtained an Approved Account) with any personal

information collected or compiled by Affiliate, including, without limitation, name, address and social

security number.

21. Modification

Chase reserves the right to change any and all of the terms and conditions in this Agreement, at any

time and in its sole discretion, by posting a new agreement that is accessible to the Affiliate through the

LinkShare affiliate interface. Without limiting the generality of the foregoing, the amount of Referral

Fees, the definition of Approved Accounts, and all other provisions of this Agreement are subject to

change without notice other than posting such information on the Chase Website. IF ANY

MODIFICATION IS UNACCEPTABLE TO AFFILIATE, THE ONLY RECOURSE IS TO TERMINATE THIS

AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING

CHASE'S POSTING OF A NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Any amendment to this Agreement that is entered into between Chase and the Affiliate to cover special

program features are hereby incorporated into this Agreement by reference and will remain in full force

and effect notwithstanding any changes to the Agreement described in this section.

22. Warranty Disclaimer

Chase makes no warranties, representations or conditions with regard to the Chase Affiliate Program or

any services provided hereunder, whether express or implied, arising by law or otherwise, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF

PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

23. Limitation of Damages

Chase shall have no liability for any indirect, incidental, special or consequential damages or any loss of

revenue or profits arising under or with respect to this Agreement or the Affiliate Program, regardless of

whether Chase has been advised of the possibility of such damages. Further, Chase's aggregate liability

arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the

total Referral Fees paid or payable by Chase to Affiliate under this Agreement.

24. Independent Investigation

AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO

CONSULT WITH ITS OWN LEGAL ADVISERS, AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE

AGREES THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT

THAT THIS AGREEMENT HAS BEEN DRAFTED BY CHASE, AND IT SHALL NOT ASSERT THAT THIS

AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION,

THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. AFFILIATE UNDERSTANDS THAT CHASE MAY AT

ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER

FROM THOSE CONTAINED IN THIS AGREEMENT.

25. Governing Law

This Agreement will be governed in all respects by the laws of the State of Delaware, including its

conflict with law provisions.

Accept.

Appendix 1

Chase Marks

chase

jp morgan

chase freedom

blueprint

split

track it

finish it

full pay

sapphire

sapphire preferred

ink

ink bold

ink cash

ink plus

jot

slate

ultimate rewards

ur mall

palladium

first usa

bank one

bear stearns

amazon

ba

british air

british airways

continental

coair

disney

disneyland

magic kingdom

walt disney world

hyatt

Intercontinental hotels group

ihg

candlewood suites

crowne plaza

hotel indigo

staybridge suites

holiday inn

priority club

marriott

renaissance hotels

edition hotels

autograph collection

courtyard by marriott

ac hotels by marriott

residence inn by marriott

fairfield inn & suites by marriott

marriott conference centers

towneplace suites by marriott

springhill suites by marriott

marriott vacation club

the ritz-carlton hotel company, l.l.c.

the ritz-carlton destination club

execustay

marriott executive apartments

grand residences by marriott

ritz

ritz carlton

southwest

rapid rewards

swa

a-list

united

united air

united air fare

united airlines

united explorer

united mileage plus

united star alliance

ual

fairmont

chase total checking

chase premier plus checking

chase premier platinum checking

chase private client checking

chase college checking

chase mobile app

chase savings

chase quickpay

chase quickdeposit

Appendix 2

Affiliate User Generated Content Guidelines

1. Complaint Identification

Affiliates must identify and escalate to Chase ANY communication received (via User Generated

Content (UGC) or otherwise) which is directed TO CHASE or ABOUT CHASE from a

customer/potential customer that includes:

Requests to:

o File a complaint with Chase

o Speak to someone at Chase (i.e.: manager, someone else who can help, Executive

Office)

o Resolve an issue after multiple attempts to Chase with no resolution or resolution

has taken too long

o Resolve an issue with a third-party providing service on behalf of Chase

o Chase employees or Chase executives (i.e.: President, VP, CFO)

Threats to contact a third party such as:

o Local, state, or federal regulatory agency (i.e.: OCC, CFPB, DOJ, SEC, FTC)

o A member of congress or congressional committee

o Better Business Bureau

o News media

o Arbitration or litigation

o An attorney

Alleges/references:

o Violation of law or regulation (i.e.: UDAAP, UDAP, ADA, SCRA, Fair Lending)

o An existing Chase complaint

o Discrimination

o Being a military customer thats not satisfied with Chase customer service

o Elder Abuse by Chase

2. Complaint Escalation

If an Affiliate receives a complaint directed TO CHASE or ABOUT CHASE as defined on the prior

page, the Affiliate must:

Forward the complaint to the Affiliates Team within Channel Marketing within one business

day of receipt (or within business one day of the posting of the UGC),

Include a screen print of the webpage showing the complaint, and

Not respond to the complaint unless directed to do so by Chase.

3. Removal of UGC

The following posts on an affiliate site must be removed (or never posted to begin with):

Posts that include information on a Chase employee which could be used to identify,

contact, or locate them (i.e. name, address, email, phone number, location)

Threatening comments against a specific person or group at Chase

Promotion or content that is gaming Chase credit card products:

Gaming is usage or marketing of Chase credit cards in a way that churns users

from card to card. Gamers generally focus on obtaining offer premiums, abuse

card benefits for the sake of monetary/points gain, then encourage transferring

spend or cancelling usage of the credit card.

Consists of, but is not solely inclusive of inappropriate consumption of any of

the Chase cards. This is usually done in a way that promotes any of the

following:

Credit card churning

Promoting excessive manufactured spend via gift card purchases

Core benefit abuse using extreme tactics to earn excessive points

Promoting the cancellation of a card to avoid the annual fee

Encouraging non-businesses to obtain business cards

Promotion or content that is gaming Chase deposit account products:

Gaming is usage or marketing Chase deposit account products in a way that

churns users from deposit account to deposit account in order to circumvent

rules intended to prevent existing customers from inappropriately benefiting

from offers.

Consists of, but is not solely inclusive of in appropriate usage of any of the Chase

deposit account products or promotional offers. This is usually done in a way

that promotes any of the following:

Resale of e-coupon, or coupon, codes in auctions, forums and other

online venues;

Requests to obtain e-coupon, or coupon, codes by someone other than

the intended recipient, or user of the code;

Providing a range of e-coupon, or coupon, codes to the general public

by accessing multiple codes either manually or using software, scripts or

other technical means;

Any instruction provided to describe how to open and close deposit

accounts solely to benefit from the offer, bonus or premium.

To remove (or identify and not post to begin with), the Affiliate is required to do the following

within 1 business day of the post:

Make a screen print of the post that is being deleted,

Escalate the post to the Affiliates Team within Channel Marketing and

include a screen print of the post,

Not respond to the post,

Delete the post, and

Maintain screen print copies of all posts that have been deleted.

The Affiliates Team will track and maintain copies of any deleted posts. If the information within

the post requires escalation as a complaint, the Affiliates Team will escalate the complaint as

discussed under 2) Complaint Escalation.

4. Disclosure Requirement

Affiliates must add a UGC disclosure in close proximity to the user generated content/post

sections of their website. This will add transparency/clarity.

An example of the disclosure is below:

"These responses are not provided or commissioned by the bank advertiser.

Responses have not been reviewed, approved or otherwise endorsed by the bank

advertiser. It is not the bank advertiser's responsibility to ensure all posts and/or

questions are answered.