Website Linking Agreement

Exhibit 10.13


WEBSITE LINKING AGREEMENT


This Website Linking Agreement (this "Agreement") is effective as of November 30, 2000 between Providian Bancorp Services ("Providian"), a California corporation and E-Loan, Inc., a Delaware corporation ("E-Loan").


1. BACKGROUND.


1.1 Providian markets, sells and provides to consumers credit card products and related products and services including without limitation Visa(R) and MasterCard(R) branded card products, unsecured credit cards, secured credit cards, partially secured credit cards, chip cards, a credit protection plan (a payment deferral plan) and unlimited warranty and purchase protection plan (purchase protection and lowest price guarantee plan, excluding auto products)(collectively the "Business") on the Internet through a website at the Resource Locator (URL): http://www.aria.com or any other website Providian designates (the "Providian Website").


1.2 E-Loan markets, sells and provides consumer information concerning home mortgages, home equity loans and automobile financing and other lending products on the Internet at the URL: http://www.e-loan.com or http://www.eloan.com (the "E-Loan Website").


1.3 E-Loan and Providian entered into an agreement effective September 30, 1999 to offer E-Loan's customers visiting the E-Loan Website ("E-Loan Customers") the ability to obtain credit cards and related products and services from Providian and for Providian to be referred E-Loan Customers. The parties desire to continue this relationship pursuant to the new terms of this Agreement effective as of the date shown above.


2. E-LOAN RESPONSIBILITIES.


2.1 E-Loan will maintain the home page of the E-Loan Website to promote the Business in a similar, and at least as prominent, manner as E-Loan promotes its current and future businesses (mortgages, home equity loans and automobile financings). All references on the E-Loan Website to products, services or websites relating to the Business will be subject to Providian's written approval and shall include hyperlinks to a new web page on the E-Loan Website that describes the Business (the "Originating Web Page"). The Originating Web Page, as well as all modifications thereto, will:


(a) exclusively promote the products and services of the Business with the content provided by Providian, except as made available through Section 2.3 and 2.5;


(b) be approved by Providian in writing prior to being accessible by Internet users; and


(c) except for navigational hyperlinks to other web pages on the E-Loan Website, contain hyperlinks to web pages on the Providian Website enabling the customer to apply for any and all of the products and services offered on the Providian Website.


2.2 EXCLUSIVITY. E-Loan will not operate, promote, assume a profit interest in, or assist any third party in any business competitive with the Business, including, but not limited to:


Exhibit 10.13


(a) providing any hyperlinks from any portion of its Website to any website competitive with the Business or (b) giving any business competitive with the Business access to any E-Loan customer information (collectively, "Competitive Activity"). During the term of this Agreement, E-Loan will not publicly announce any agreement with any third party under which E-Loan would assist or be involved in any Competitive Activity.


2.3 THIRD-PARTY UNSECURED CONSUMER LOAN PRODUCTS. Notwithstanding Section 2.2, E-Loan may partner with one or more third parties for unsecured consumer loan products, but not any Visa, MasterCard or American Express like branded card products, including without limitation chip cards, provided that E-Loan contractually prevents any such third party from directly linking or referring E-Loan Customers during the on-line experience either by hyperlink, or any other method of promotional communication to that third party's Visa or MasterCard branded card products, including without limitation products referenced in Section 1.1. The third party provider of unsecured loan products may, as part of the unsecured loan product package, provide debit or stored value cards which have access via ATM or checking accounts. Debit or stored value cards will not be offered on E-Loan's Website by a third party unless directly tied to unsecured loan products.


2.4 BRAND MAINTENANCE.


(a) E-Loan will: (i) not take any action that would likely divert any E-Loan Customers or consumers in general away from the E-Loan Website, the Originating Web Page, or the Providian Website or decrease the number of people that apply for credit cards through the Providian Website such that E-Loan Customers or consumers do not see promotional messages or hyperlinks that enable them to reach webpages on the Providian Website and (ii) generate a sufficient amount of traffic to the E-Loan Website so that the E-Loan Originating Web Page(s) will receive an average of 20,000 visits each month.


(b) If E-Loan does not generate an average of 20,000 visits each month as described in Section 2.4(a)(ii), Providian may, at its sole discretion, stop providing E-Loan with the customer data described in Section 3.5 until the average number of visits increases to 20,000 each month.


2.5 THIRD-PARTY CARD PRODUCTS. Subject to Section 2.3, Providian and E-Loan will work together on new credit card product promotions that support E-Loan's consumer loan strategies, These credit card products may include but are not limited to: preapproved offerings that can be packaged with other E-Loan offerings, now market segments such as student credit cards or business credit cards, or features or incentives that complement E-Loan customer relationship strategies. If E-Loan elects to offer such other credit card products, E-Loan shall give Providian written notice of E-Loans desire to provide such products, describing the terms, features and/or incentives of any such credit card product offering. Within 30 days after receipt of the notice, Providian shall inform E-Loan whether Providian elects to provide such products to E-Loan. It Providian informs E-Loan that it elects to provide such products, E-Loan shall use Providian as the supplier of the subject products of the notice, provided that Providian makes the products available within 60 days from the Providian's receipt of the notice from E-Loan. If the products are not available to E-Loan within the 60-day period, E-Loan may obtain the products from any other person without further notice to Providian, notwithstanding Sections 2.2 and 2.3.


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Exhibit 10.13


2.6 CONTENT UPDATES. E-Loan will incorporate Providian's requested changes of content to the E-Loan Website concerning Providian's products and services as promptly as commercially practicable, but in any event within ten days of such request unless E-Loan reasonably objects to such content and notifies Providian in writing of the reason for such objection within ten days of Providian's submission of such requested changes.


2.7 E-MAIL MARKETING SERVICES.


(a) To enable Providian to promote the Providian Website, Providian credit cards and other products featured on the Providian Website, E-Loan will conduct outbound promotional direct e-mail marketing from the E-Loan Website or E-Loan's e-mail address ("E-mail") in accordance with the terms of this Agreement and the specifications and requirements in the Service Description attached to this Agreement as Exhibit A (the "E-mail Services"). The E-mail Services will cause each E-mail advertising message Emailed to a Lead (as defined in Exhibit A) to include a link to the Originating Web Page where the Lead can apply for the Providian card. Leads will come from the database of e-mail addresses collected with E-Loan Customer consent on the E-Loan Website (the "Database") and possibly from the database of other websites which E-Loan has arranged with the owners of those websites (each a "Marketing Partner") to access for purposes of this Agreement.


(b) E-Loan will not retain any subcontractor to perform any of the E-mail Services without Providian's prior written approval.


(c) E-Loan will employ only competent and skilled personnel, properly trained by E-Loan, to perform E-Loan's obligations under this Agreement. E-Loan will perform the Email Services in a professional and accurate manner and will work and cooperate in good faith with any third-party service provider that Providian retains to perform any of Providian's functions or obligations under this Agreement.


(d) Both Parties will be responsible for the content, message(s) or Images of each of Providian's advertisements ("Advertisement") for an E-mail campaign under this Agreement. Each Advertisement will be subject to E-Loan's reasonable approval to ensure against any content that would be illegal, unlawful or offensive to the average person. Notwithstanding the foregoing, E-Loan will be solely responsible and liable for any issues, claims or complaints arising from the E-Loan Website or business practices, its agreements with consumers visiting the E-Loan Website, its method and procedure of securing and maintaining consumers' consent to receiving promotional e-mail advertising from E-Loan or E-Loan's clients, and its method and procedure of sending e-mail promotions to consumers including, without limitation, data security and privacy.


3. PROVIDIAN OBLIGATIONS.


3.1 ORIGINATING WEB PAGE BOOKED ACCOUNTS. Providian will track each customer that accesses the Providian Website directly from a hyperlink at the Originating Web Page and applies for a credit card on the Providian Website before leaving the Providian Website (an "Originating Web Page Customer"), Providian will thereafter send a credit card to each Originating Web Page Customer that has received underwriting approval. Upon the Original


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Exhibit 10.13


Web Page Customer's receipt and successful activation of the credit card, an "Originating Web Page Booked Account" shall have been created. Providian shall deliver E-Loan by the 10th day of each month a statement of the numbers and geographic dispersion for the prior month of Originating Web Page Customers and Originating Web Page Booked Accounts.


3.2 CUSTOMER SERVICE. Providian win provide the Originating Web page Customers with at least the same level of customer service it provides to its other customers and will use its best efforts to address any problems raised by Originating Web Page Customers in any customer surveys conducted, Providian will provide E-Loan with summaries of the results of any customer surveys it receives from Originating Web Page Booked Accounts.


3.3 SHARING OF ACCOUNT INFORMATION. Providian will use its commercially reasonable efforts, to the extent permitted by applicable law, to provide E-Loan electronically current Originating Web Page Booked Account balance and credit limit information for Originating Web Page Booked Account customers that electronically consent, via an opt-in mechanism on the Providian Website, to Providian providing such information to E-Loan (the "Shared Account Information"). The Shared Account Information may be used by E-Loan for the sole purpose of providing Originating Web Page Booked Account customers the ability to obtain the current outstanding balance and credit limit on their credit card account via the E-Loan Website E-Loan shall not use Shared Account Information for any other purpose and shall destroy all such information upon the termination of this Agreement,


3.4 PRODUCT AVAILABILITY. Providian will enable Originating Web Page Customers to apply for any and all credit card products being offered by Providian on the Providian Website.


3.5 CO-BRANDED SITE: Providian will maintain the Providian Website to enable Internet users visiting unsecure web pages of the Providian Website via a hyperlink from the Originating Web Page to (a) view E-Loan's name and logo and (b) be able to hyperlink back to the E-Loan Website.


3.6 SHARING AGGREGATE E-LOAN CUSTOMER DATA.


(a) Providian will sham with E-Loan within a mutually agreed upon timetable aggregate, not Personally identifiable application data from the Originating Web page solely for the purpose of evaluating E-Loan's marketing programs under the following Stipulations' (i) only written data will be provided; verbal representations will be disregarded and (fi) once the timetable is agreed upon, Providian will deliver the data within the timetable, but delayed delivery will not be deemed a material breach of this Agreement, provided that Providian deliver the data to E-Loan within 7 days of the date specified in the timetable.


(b) Pursuant to the above stipulations, Providian will share the following data: (i) number of applications on a weekly basis; (ii) web statistics, such as unique visitors from specific links on a weekly basis, (iii) number of accounts booked by product type (e.g., Normal Line Accounts and Low Line Accounts, defined below) on a monthly basis, (iv) FICO statistics of all applications on a quarterly basis (e.g., FICO score range distribution and average FICO score), (v) demographic data, as available and captured on the application on the Providian Website, of applicants broken down into state, household income, home owner status, and employment status


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Exhibit 10.13


on a quarterly basis, and (vi) sel ...