PROMOTION AGREEMENT Attachment to Master Services Agreement TurboTax for Online Banking $15K Sweepstakes

Transcription

1 PROMOTION AGREEMENT Attachment to Master Services Agreement TurboTax for Online Banking $15K Sweepstakes This Promotion Agreement ( Agreement ) is entered into as of the date the Customer accepts the terms of the attachment by clicking I Accept below (the Effective Date ) and is made a part of the Master Services Agreement, Renewal Master Services Agreement or other contract containing the standard terms and conditions that govern the provision of Intuit Financial Services products and services (hereinafter referred to as the Master Services Agreement between you (hereafter known as Customer ) and Digital Insight, doing business as Intuit Financial Services ("Intuit"), collectively the Parties. This Agreement governs a promotion entitled TurboTax for Online Banking Sweepstakes hereafter known as Promotion, as detailed at: This Agreement governs campaigns promoting TurboTax for Online Banking to Internet Banking End Users. 1. Promotion Details 1.1 Prerequisites. In order to participate in the Promotion, Customer must: (a) use Intuit s Internet Banking login and logout prompt promoting TurboTax for Online Banking (b) agree to leave login and/or logout prompt enabled for the Promotion Period (defined below); (c) place, or permit Intuit to place, up to four web banners specific to this Promotion on Customer s Internet Banking site. 1.2 Promotion Elements. Intuit will provide Customer with creative elements to promote the sweepstakes and the traditional promotion to include: (a) a fully-functional online Promotion microsite at: (b) banner ads for use on Customer s Web site and within Internet Banking (c) promotion-specific Internet Banking login and logout prompts (d) artwork for print materials and additional self service marketing components (e) campaign (optional) 1.3 Promotion Terms This Agreement shall commence as of the Effective Date and shall remain in effect (unless sooner terminated pursuant to this Agreement) for five (5) years following the Delivery date of the first Authorized Service (the "Initial Term"). The Agreement shall thereafter automatically renew without interruption for successive two (2) year periods (each a Renewal Term ), unless either party (at its sole option, for any reason or for no reason) gives written notice of intent not to renew the Agreement at least sixty (60) days before the beginning of any Renewal Term. The Promotion may vary from year to year and may or may not include a sweepstakes component. Non-Sweepstakes Internet Banking prompts launch December 20, Sweepstakes and related marketing components launch January 5, 2012 beginning at 12:01 a.m. ET. Sweepstakes runs January 5, 2012 to April 18, Traditional Promotion concludes on April 18, 2012 at 11:59 p.m. ET. If Customer consents to this Agreement by registering to participate in this promotion and later must cancel, Customer must do so prior to 5:00 p.m. PT, five (5) business days prior to the launch of the Promotion.

2 2. Other Terms and Conditions 2.1 Responsibility for Success of the Promotion. Intuit makes no guarantee, express or implied, as to the success of any marketing promotions, including the Promotion, implemented by Intuit or implemented by or on behalf of Customer. Intuit shall not be liable for any results of any marketing promotions, including the Promotion. ALL MATERIALS ARE PROVIDED BY INTUIT "AS IS" AND "WHERE IS. INTUIT, ON BEHALF OF ITSELF AND ANY THIRD PARTY VENDORS PROVIDING MATERIALS OR PORTIONS THEREOF HEREUNDER, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE AS TO THE MATERIALS PROVIDED UNDER THIS AGREEMENT. NO INDEMNITY OBLIGATIONS OF INTUIT SET FORTH IN THE MASTER AGREEMENT SHALL APPLY TO THE PROMOTION OR ANY MATERIALS ASSOCIATED WITH THE PROMOTION. 2.2 Responsibility for Quality of End Product. As part of this Promotion, Intuit shall prepare creative materials for use by Customer, as more specifically outlined in Section 1.2 above. Intuit has further prepared specific directions and procedures which accompany the materials to assist the Customer in promoting and otherwise effectuating the use and dispersal of the marketing material provided. Customer agrees to follow the directions and procedures accompanying the Materials and is solely responsible for doing same. 2.3 Fees and Expenses. There are no fees associated with participating in this Promotion. Except as expressly set forth herein or otherwise agreed to in a writing signed by the parties, Customer shall be solely responsible for any and all expenses it incurs in the execution of the Promotion. 2.4 Intellectual Property. Intuit reserves all rights, including, but not limited to, all copyrights, in and to all marketing materials and other works of authorship provided hereunder (collectively, the Materials ). Except as otherwise expressly permitted in writing by Intuit, Customer may not reproduce or copy the Materials for purposes other than marketing the Promotion, as directed by Section 1.2 above. Any Materials delivered to Customer in tangible or electronic form shall be used and, if applicable, reproduced by Customer in accordance with Section 1.2 above, only in connection with Customer s participation in the Promotion, during the Promotion Period. Further, Customer may not modify any of the Materials (other than reproducing them in approved formats) or Terms and Conditions of this Promotion without Intuit s prior written consent, except as necessary to comply with applicable state and federal laws and regulations. Customer may not create any additional Materials for the Promotion. 2.5 Case Study/Publicity. Participating Customer agrees to allow Intuit to create a case study, press release or news story about the Promotion or about the results that a participating Customer achieved as a result of the campaign, subject to Customer s prior written consent and approval of such material. Intuit also reserves the right to post the story on its corporate website and reserves the right to pitch the story to the media. Participating Customers will provide a press contact in the event that media pitch leads to an interview. Intuit further must review and approve in writing any case studies, press releases or news stories or other materials developed by a participating Customer as it relates to the Promotion or about the results that the participating Customer achieved as a result of the Promotion, which approval must include the written approval of the Public Relations staff/consultants and its legal counsel.

3 2.6 Regulatory Compliance; Privacy of End Users. Customer shall be solely responsible for compliance with all state and federal laws and regulations governing Customer and providing any and all disclosures to End Users and potential End Users and all required reports to governmental authorities. Customer shall be solely responsible for compliance with any and all laws, regulations and policies related to access to and use of End User personal information. 2.7 Consumer Inquiries. Customer shall be responsible for accepting and responding to any communication initiated by consumers ( Consumer Inquiries ) arising out of Customer s participation in the Promotion. 2.8 Customer may participate in one incentive and/or sweepstakes initiative at a time. Scheduled campaigns will take precedence over streaming campaigns. Subject to change depending on promotion content. 2.9 Publishing Software. Customer shall have purchased separately the appropriate publishing software or shall utilize a printer who has separately purchased the software in order to reproduce any of the creative print materials Customer desires to use. Reproduction of creative materials by Customer is not required for participation in the Promotion Production. Customer is responsible for production, printing, mailing and any other production costs associated with the Promotion, for any Promotion elements Customer chooses to use Timing. Customer must offer the Promotion only during the Promotion Period as prescribed by Intuit Accepting Promotion Agreement. CUSTOMER ACKNOWLEDGES THAT BY OPTING TO PARTICIPATE IN THE PROMOTION, CUSTOMER HAS READ AND AGREED TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND MAY NOT CANCEL THIS CONTRACT OR THE PROMOTION AFTER THE PROMOTION HAS LAUNCHED TO CUSTOMER S CONSUMERS EXCEPT WITHIN THE SPECIFIED PERIOD MENTIONED HEREIN OR EXCEPT IF REQUIRED BY LAW. FURTHERMORE, THE CUSTOMER REPRESENTATIVE ACCEPTING THIS ATTACHMENT REPRESENTS THAT S/HE POSSESSES THE REQUISITE AUTHORITY TO ACCEPT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO THE TERMS AND CONDITIONS CONTAINED HEREIN Changes to Terms of Promotion. If changes to this Agreement are required, Customer will be informed via correspondence prior to or during the Promotion Creative Testing. Intuit may from time to time, in an effort to improve and maximize the results of the Promotion, develop and test new creative treatments and messages across all marketing components. The best performing creative material may be rolled out as appropriate during the Promotion. Customer will be informed via correspondence prior to or during the promotion.

4 Terms & Conditions for End Users. Terms and conditions substantially similar to the below will be presented to End Users in connection with the Promotion. TurboTax for Online Banking $15K Sweepstakes OFFICIAL RULES NO PURCHASE, PAYMENT OR FINANCIAL DISCLOSURE OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE, PAYMENT OR FINANCIAL DISCLOSURE WILL NOT INCREASE YOUR CHANCE OF WINNING. OPEN TO LEGAL RESIDENTS OF THE 50 UNITED STATES OR THE DISTRICT OF COLUMBIA, 18 YEARS OF AGE AND OLDER AT TIME OF ENTRY. VOID IN PUERTO RICO AND WHERE PROHIBITED BY LAW. DESCRIPTION/ENTRY PERIOD: The TurboTax for Online Banking $15K Sweepstakes (the Sweepstakes ) begins on January 5, 2012 at 12:00:01 a.m. Eastern Time ( ET ) and ends on April 18, 2012 at 11:59:59 p.m. ET (the Promotion Period ). ELIGIBILITY: The Sweepstakes is open to legal residents of the fifty (50) United States or the District of Columbia, 18 years of age or older at time of entry. Employees of Intuit Inc. (the Sponsor ), its parent company, affiliates, subsidiaries, participating Financial Institutions, advertising agencies, prize suppliers, Marden-Kane, Inc. and the immediate families (spouse, parents, children, siblings and their respective spouses) and individuals living in the same household as such employees are not eligible to enter or win a prize. Sweepstakes is subject to all applicable federal, state and local laws. Void in Puerto Rico and where prohibited by law. HOW TO ENTER: There are two ways to enter. Online Entry: You can enter by: [1] Sign into your financial institution s online banking account; [2] Click on the My Turbo Tax tab; [3] Follow the onscreen instructions to start a free tax return including providing a valid address to automatically receive one (1) entry into the Grand Prize Drawing as well as one (1) entry into the First Prize Drawing (as indicated in the Entry Table below). Mail-In Entry: To enter without signing in to a TurboTax account during the promotion period, hand-print your name, address, city, state, zip code, daytime phone number, and address (optional) on a plain 3 x5 piece of paper, place in a stamped envelope and mail to: TurboTax for Online Banking $15K Sweepstakes, P.O. Box 212, Lynbrook, NY Limit of one entry per mailing envelope. Envelopes containing multiple entries will be disqualified. Sponsor is not responsible for lost, late, damaged, delayed, destroyed, misdirected, incomplete, illegible, mutilated, or postage due mail. Photocopies, mechanically reproduced, forged or altered mailed entries and facsimiles are void. Incomplete or illegible entries are not eligible. All entries become the property of the Sponsor and will not be returned. No entries may be submitted on behalf of another person. Limit of one (1) entry per person or address regardless of method of entry. Entries received will be included into the First Prize Drawing for the Month the entry was received, as well as subsequent First Prize Drawings. Entry Table: Entry Period Begins 12:00:01 a.m. ET on: Ends 11:59:59 p.m. ET on: Winner Drawing and notification: 1 1/5/12 1/31/12 2/2/12 2 2/1/12 2/26/12 2/28/12

5 3 2/27/12 3/23/12 3/26/12 4 3/24/12 4/18/12 4/20/12 Grand Prize 1/5/12 4/18/12 4/20/12 All Entries must be submitted by 11:59:59 p.m. ET on April 18, 2012 as determined by Sponsor s computer. Users who do not sign in to their TurboTax account via their participating financial institution s website, or complete a mail-in entry, will not be entered into the Sweepstakes. NOTE: YOU WILL NOT RECEIVE A MESSAGE CONFIRMING YOUR ENTRY. Entries using macro, script or other forms of automatic entry will be disqualified. Incomplete or illegible entries are not eligible. All entries become the property of the Sponsor and will not be returned. No entries may be submitted on behalf of another person. Limit of one (1) entry per person or address regardless of method of entry. PRIZES: One (1) Grand Prize Winner: A Check for $15,000. Retail Value, ( RV ) $15,000. Four (4) First Prizes: A Check for $500. Retail Value, ( RV ) $500 each. Retail Value of all prizes is $17,000. All federal, state, local tax (as applicable) and other tax liabilities (including income and withholding taxes) arising from prize acceptance and use are the sole responsibility of each Winner. Limit of one prize per person or household. RANDOM DRAWINGS: On or about the dates indicated above in the Entry Table, a random drawing will be conducted from among all eligible entries received under the supervision of Marden-Kane, Inc., an independent judging organization, whose decisions are final and binding in all matters relating to this Sweepstakes. (the Administrator ), an independent judging organization, whose decisions are final and binding on all matters relating to this Sweepstakes. The odds of winning a prize depend upon the total number of eligible entries received by the end of the Promotion Period. WINNER NOTIFICATION: Potential Grand and First Prize Winners will be notified on or about the dates indicated above via at the address provided at time of entry or via regular mail. The potential Grand and Weekly Prize Winners will be required to sign and return to Administrator an Affidavit of Eligibility/Liability Release including (where lawful) a publicity release for receipt by Sponsor within seven (7) days of notification in order to claim his/her prize. If the potential Winner (i) cannot be contacted after a reasonable attempt has been made by Administrator (as determined in Sponsor s sole discretion); (ii) fails to timely return the required paperwork without alteration and in the form presented by Administrator; (iii) refuses the prize; and/or (iv) the prize or prize notification is rejected or returned as undeliverable, such potential winner forfeits all rights to be deemed a winner in the Promotion and receive the prize, then that potential prize winner will be disqualified and an alternate winner will be selected through a random drawing by the Administrator from the remaining entries. Prizes must be accepted as awarded. If the prize is won by an eligible individual who is not of the legal age of majority in the state of residence ( minor ), the required documents must be confirmed and signed by winner s parent or legal guardian. CONDITIONS OF ENTRY: By participating, participants agree to comply with these Official Rules including all eligibility requirements. Sponsor reserves the right to disqualify participants who violate these Official Rules or interfere with this Promotion in any manner. Each participant may enter only one (1) time during the Promotion Period, regardless of method of entry. Multiple entrants are not permitted to share the same address. Any attempt by any entrant to obtain more than one (1) entry by using multiple/different addresses, identities, registrations and logins, or any other methods will void that entrant s entries and that entrant may be disqualified. Use of any automated entry software is

6 prohibited. Electronically reproduced, illegible, incomplete or inaccurate entries are void. In case of a dispute as to the owner of an online entry, online entry will be deemed to have been submitted by the authorized account holder of the address from which the entry is made. The authorized account holder is deemed as the natural person assigned to an e- mail address by an Internet access provider, service provider or other organization responsible for assigning addresses or the domain associated with the submitted address. Sponsor, its parent company, affiliates, subsidiaries, divisions, advertising and promotion agencies, Marden-Kane, Inc. and all of their officers, directors, shareholders, employees, and agents (collectively Releasees ) are not responsible for incorrect or inaccurate transcription of entry information, or for any human or printing error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any online service or web site, inability to submit the online registration form, or any other error or malfunction, or any injury or damage to participant s or any other person s computer related to or resulting from participation or downloading any materials in this promotion, or for late, lost, stolen, illegible or misdirected entries. Entry materials that have been tampered with or altered are void. If, in the Administrators opinion there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this Promotion, or if technical difficulties compromise the integrity of the Promotion, the Administrator reserves the right to void any entries at issue and/or to suspend, modify or cancel or terminate this Promotion, in whole or in part, at any time without notice and award the prizes in a random drawing from among all non-suspect eligible entries received as of the termination date. Caution: Any attempt by a participant or any other individual to deliberately damage any online service or web site or undermine the legitimate operation of the Promotion may be a violation of criminal and civil laws and should such an attempt be made, the Sponsor reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law. Sponsor s failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision. GENERAL CONDITIONS: By accepting a prize, winner or, if a minor, their parent or legal guardian consents to the use of his/her name, city/state of residence, photograph, visual and/or audio likeness for advertising or promotional purposes by Sponsor, and its designees, including but not limited to the posting of winner s name on the Sponsor s website(s), in a Winners List or other online announcements, without additional compensation, permission or notification except where prohibited by law. Participants, or, if minors, their parents or legal guardians agree to release indemnify and hold harmless Sponsor, participating Financial Institutions, their respective parent companies, affiliates, subsidiaries, agencies, Marden-Kane, Inc., and their respective employees, officers, directors and shareholders from any claims, actions, injury, loss or damage of any kind resulting from participating in this Sweepstakes or from the acceptance or use of any prize awarded. U.S. law governs this Sweepstakes. Notice to online participants: Internet access and usage charges applicable to a participant s account, including local, long distance, 800/888* access charges and/or any usage charges applicable under participant s Internet pricing plan and any applicable taxes will continue to apply while a participant is online in connection with this Sweepstakes, and will be the sole responsibility of such participant. Persons who tamper with or abuse any aspect of the Promotion or website, who act in an unsportsmanlike or disruptive manner or who are in violation of these Official Rules, as solely determined by Sponsor, will be disqualified and all associated Entries will be void. Should any portion of the Promotion be, in Sponsor s sole opinion, compromised by any means, which, in the sole opinion of the Sponsor, impairs the administration, security, fairness or proper play, or submission of Entries, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the Promotion and, if terminated, at its

7 discretion, select the potential winner(s) from all eligible, non-suspect Entries received prior to action taken using the judging procedure outlined above. WINNERS NAMES: To receive the names of the winners, available after May 31, 2012, send an with the subject line: TurboTax for Online Banking $15K Sweepstakes Winners - BH" to winnerslist@mkpromosource.com. Requests must be received by April 30, GOVERNING LAW/JURISDICTION: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of participants or Sponsor in connection with the Promotion shall be governed by the laws of the state of California, without giving any effect to any choice of law or conflict of law rules. Any dispute shall be resolved in a court of law in Santa Clara County, California. SEVERABILITY: If any provision(s) of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. ENTRANT INFORMATION: Your information will be collected in accordance with Intuit s privacy policy available at SPONSOR: Intuit. Please direct sponsor inquiries to Intuit, ATTN: Intuit Financial Services, Burbank Blvd, Suite 100, Woodland Hills, CA ADMINISTRATOR: Marden-Kane, Inc., 1055 Franklin Avenue, Suite 300, Garden City, NY AFFILIATION & TRADEMARKS: Intuit is the registered trademark of Intuit Inc.