claims for other misuses of personal information, including unauthorized marketing purposes.
Liability for misappropriation of this information could decrease our profitability. In such
circumstances, we also could be liable for failing to provide timely notice of a data security
breach affecting certain types of personal information. In addition, the Federal Trade Commission
and state agencies have brought numerous enforcement actions against Internet companies for alleged
deficiencies in those companies privacy and data security practices, and they may continue to
bring such actions. We could incur additional expenses if new regulations regarding the collection,
use or storage of personal information are introduced or if government agencies investigate our
privacy or security practices.
We rely on encryption and authentication technology licensed from third parties to provide the
security and authentication necessary to effect secure transmission of sensitive customer
information such as customer credit card numbers. Advances in computer capabilities, new
discoveries in the field of cryptography or other events or developments may result in a compromise
or breach of the algorithms that we use to protect customer transaction data. If any such
compromise of security were to occur, it could subject us to liability, damage our reputation and
diminish the value of our brand-name. A party who is able to circumvent the security measures could
misappropriate proprietary information or cause interruptions in operations. We may be required to
expend significant capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches. Our security measures are designed to prevent security
breaches, but our failure to prevent such security breaches could subject us to liability, damage
our reputation and diminish the value of our brand-name.
We also may provide non-secured channels for customers to communicate. Despite the increased
security risks, customers may use such channels to send personal information and other sensitive
data. In addition, phishing incidents are on the rise. Phishing involves an online companys
customers being tricked into providing their credit card numbers or account information to someone
pretending to be the online companys representative. Such incidents have recently given rise to
litigation against online companies for failing to take sufficient steps to police against such
activities by third parties, and may discourage customers from using online services.
Specific Risks Related to Our Business Process Outsourcing Business
Our service fee revenue and gross margin is dependent upon our clients business and transaction
volumes and our costs; many of our client service agreements are terminable by the client at will;
we may incur financial penalties if we fail to meet contractual service levels under certain client
service agreements.
Our service fee revenue is primarily transaction based and fluctuates with the volume of
transactions or level of sales of the products by our clients for whom we provide transaction
management services. If we are unable to retain existing clients or attract new clients or if we
dedicate significant resources to clients whose business does not generate sufficient revenue or
whose products do not generate substantial customer sales, our business may be materially adversely
affected. Moreover, our ability to estimate service fee revenue for future periods is substantially
dependent upon our clients and our own projections, the accuracy of which has been, and will
continue to be, unpredictable. Therefore, our planning for client activity and targeted goals for
service fee revenue and gross margin may be materially adversely affected by incomplete, delayed or
inaccurate projections. In addition, many of our service agreements with our clients are terminable
by the client at will. Therefore, we cannot assure you that any of our clients will continue to use
our services for any period of time. The loss of a significant amount of service fee revenue due to
client terminations could have a material adverse effect on our ability to cover our costs and thus
on our profitability. Certain of our client service agreements contain minimum service level
requirements and impose financial penalties if we fail to meet such requirements. The imposition of
a substantial amount of such penalties could have a material adverse effect on our business and
operations.
We subcontract a portion of our client services to third parties, and we are subject to various
risks and liabilities if such subcontractors do not provide the subcontracted services or provide
them in a manner that does not meet required service levels.
We currently, and may in the future, subcontract to one or more third parties a portion of our
end-to-end solution service offering. Although our end-to-end solution service clients generally
approve in advance the designation of the subcontractor and its provision of the subcontracted
services, under the terms of our contracts with our end-to-end solution service clients, we remain
liable to provide such subcontracted services and may be liable for the
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