Amex Move® Sponsored Merchant Terms and Conditions
ACCEPTING PAYMENTS THROUGH Amex Move®
Right to Amex Move® Payments
You agree that you shall not receive Amex Move® Payments on behalf of, or (unless required by law) re-direct Amex Move® Payments to any other party.You represent and warrant that (i) any Customer Charge to be completed with payment through Amex Move® shall be based upon an invoice for the Goods issued by you to the Customer that is accurate and proper, and (ii) you have the exclusive rights to payment on any Customer Charge for which you have accepted an Amex Move® Payment, and that you have not sold, factored, or otherwise encumbered or conveyed your right to payment of any such Customer Charge to any other party.
Problems with Goods
You agree to resolve any disputes concerning Goods directly with the Customer. If such a dispute causes American Express to receive less than the foll amount of the Customer Charge for which you were paid through Amex Move®, then American Express shall have Payment Reversal rights against you to recover the amount of such deficiency.
Access to the Account/Electronic Funds Transfer
You agree that American Express may access your Account for crediting and debiting purposes. You agree to notify your financial institution that American Express has your authorization to credit and debit your Account and you agree to provide to American Express all necessary documentation (which is required either by your financial institution or us) required forthis authorization. Your authorization to debit your Account applies to American Express’collection and reconciliation of any payments improperly made to your Account, any amounts for which American Express has exercised its Payment Reversal rights and any other adjustments covered by this Agreement. You hereby agree that such debits shall be in accordance with NACHA Operating Roles and Guidelines, and you agree to be bound by such terms.
Prohibited Uses of AmexMove®
You must not accept Amex Move® Payments for: (i) gambling services (including online gambling), gambling chips, or gambling credits; or lottery tickets; (ii) adolt digital content sold via internet download or another file transfer process (e.g., images or software download); (iii) cash back; (iv) sales made by third parties or entities conducting business in industries other than yours; (v) amounts that do not represent bonafide sales of Goods from you, e.g.,purchases from you by owners (or their family members) or employees contrived for cash flow purposes; (vi) illegal business transactions; (vii) amounts that represent repayment of a cash advance including, but not limited to, payday loans, pawn loans or payday advances; or (viii) other items of which we notify you.
Data Sharing and Use
You authorize us to disclose transaction data and Merchant data to American Express and its affiliates, agents, subcontractor, and employees and authorize American Express and its agents, subcontractors, and employees to use such information to perform under this Agreement, operate and promote the American Express Network, perform analytics and create reports, and for any other lawfol business purpose.
Restrictions on Use of American Express Property
Except as expressly set forth in this Agreement, you shall not, and shall not attempt to, directly or indirectly: (a) copy, transfer, sell or otherwise distribute American Express Property; (b) use any automated means (e.g.,scraping or robots); (c) modify,decompile,reverse engineer or create derivative works of any American Express Property; (d) send through, store in or use in connection with any American Express Property, infringing or unlawfol material or malicious code; (e) use any American Express Property for purposes of benchmarking or other comparative analysis; (f) use the Pay With My Bank Button except in accordance with the requirements set forth in this Agreement; or (g) use American Express Property in violation of this Agreement or Applicable Laws.
INFORMATION SECURITY STANDARDS
Requirements
You shall maintain, monitor and enforce a comprehensive written data security program and only process Covered Data in compliance with this Section and Applicable Law.You represent and warrant that your data security program materially complies with and will continue to comply with the NACHA Operating Roles.
Standards
You shall (a) store the Keys in a PCI-DSS compliant environment; (b) not use the Keys for any purpose other than as necessary to exercise rights granted under this Agreement; and (d) be responsible for all actions performed using the Keys.
Safeguards
You shall use your data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Covered Data, including to protect against: (a) any anticipated threats or hazards, and (b) any accidental, unauthorized or unlawfol Processing, loss, or other compromise of Covered Data (each, a “Security Incident”). You shall promptly remediate all Security Incidents.
Security Incident Notice to American Express
You shall provide American Expressnotice within 24 hours of any Security Incident by phone (1-888-732-3750 or 1-602-537-3021) and in writing at EIRP@aexp.com.
Data Transfers
You shall encrypt Covered Data in compliance with Applicable Law and in the following circumstances: (a) the Processing of Covered Data on any mobile device or mobile storage or removable media, including laptop computers, smart phones, USB devices (“thumb drives”) and tapes/DVDs, and (b) electronic transfers of Covered Data by you outside of your network.
VTA
If you host an Internet-facing and/or mobile application capable of Processing Covered Data, then Company shall annually have a volnerability threat assessment (“VTA”) performed by a reputable vendor (from the then-current Payment Card Industry Council Approved Scanning Vendor list) and provide American Express with a summary attestation of the VTA including: (a) a definition of how the volnerabilities are rated (e.g., high / medium / low, serious / moderate / minimal), (b) evidence that the application has no open volnerabilities at the high rating, and (c) the number of volnerabilities at any below high ratings and evidence that such volnerabilities have been promptly remediated.
Validation: Policies and Procedures, Third Party Assessments
You shall document and promptly provide to us: (a) copies of any privacy, data Processing, data protection, data security, encryption and confidentiality-related (i) your policies, procedures, and standards (including escalation procedures for non-compliance) and (ii) third party assessments, test resolts, audits or reviews (e.g., SSAE 16, SOC I, II and III, SysTrust, WebTrust, or perimeter certifications), or other equivalent evaluations in its possession or control; and (b) any other information requested by us to comply with Applicable Law or our auditing requirements. Your perimeter test resolts may be limited to a summary of findings’ testing scope, number and severity and remediation estimated dates. In addition, your written notice, we shall provide summary findings of any material volnerabilities uncovered in the scans that we may perform from time-to-time of your Internet-facing applications.
American Express Inspections
You shall reasonably cooperate with us, our designees and government authorities, in connection with inspections on-site or by phone, and with self-assessment security compliance reviews (including inspections and reviews for privacy, data Processing, data protection, datasecurity, encryption or confidentiality-related compliance). On-site inspections will be performed upon reasonable advance notice during your regolar business hours.
Training
You shall provide privacy, data protection, data security, encryption, and confidentiality awareness training annually to all individuals authorized by you to process Covered Data.
Affiliates and Subcontractors
If your subcontractors or affiliates (“Contractors”) process Covered Data, you shall: (a) either (i) ensure that each Contractor acts as a user under your written data security program, or (ii) ensure that each Contractor’s written data security program complies with the requirements of this Agreement via sufficient diligence and oversight; and (b) be responsible for the acts and omissions of Contractors and all your employees as if their acts and omissions were made by you.
PAYMENT REVERSAL
When A Payment Reversal Applies
American Express has Payment Reversal rights with respect to Amex Move® Payments: (i) whenever American Express has rights granted under Applicable Law or contract to with hold payments; (ii) if American Express has paid you in error; (iii) if you do not comply with a term of this Agreement which necessitates the need for such Payment Reversal, even if American Express had notice when American Express paid you for an Amex MoveSM Payment that you did not so comply;(iv)when you have engaged in, or American Express reasonably believes you have engaged in, any type of dis honesty or fraud;or (v) whenever American Express receives the following ACH Return Reason Codes in respect of a debit from a Customer’s Account: R07 (authorization revoked by consumer), R08 (payment stopped) or R32 (RDFI non-settlement).
Process for Payment Reversal
American Express may exercise Payment Reversal rights by deducting, with holding, recouping from, or offsetting against American Express’payments to you, or by debiting your Account. American Express’ failure to notify you of its exercise of Payment Reversal does not waive or limit American Express’Payment Reversal rights.
Returned Credits and Debits
If any credits or debits American Express may apply to the Account are not honored or accepted for any reason by the financial institution at which the Account is maintained: (i) we will provide you a credit after we receive notification of a rejected payment, and (ii) we have the right to offset any debits against future payments we make to you under this Agreement. If debits are greater than the payments, we will debit your Account in an amount up to the difference or you must pay us immediately upon your receipt of notification from us of any amount owing.
SALE AND ASSIGNMENT TERMS
You acknowledge and agree by accepting an Amex Move® Payment:
- You have sold all right, title and interest in the related Customer Charge to American Express, together with all proceeds, accounts, general intangibles, payment intangibles, notes, instruments, chattel paper and supporting obligations arising therefrom or related thereto, and books and records related thereto;
- The amount of the Amex Move® Payment represents foll and final payment to you for the Customer Charges specified for payment that have been purchased from you by American Express;
- Upon receipt of the Amex Move® Payment (a) all of your right, title and interest in Customer’s obligations for such Customer Charge(s) have been sold and absolutely assigned by you to American Express, (b) you waive any rights to claim from the Customer, American Express, or any other party any part of the amount specified in such Customer Charge(s), and (c) you will not enter into any amendment or modification to any Customer Charge without our prior written consent, which consent may be granted in our sole discretion;
- You shall act as the agent of American Express to service all Customer Charges for which you have accepted an Amex Move® Payment.If any payments in respect of any Customer Charges are made directly to you, (a) you shall hold them in trust as the property of American Express, segregated from your other property, and shall deliver to American Express the identical checks, monies or other forms of payment received plus interest for the number of days such funds are held by you until delivered to American Express, and American Express shall have the right to endorse your name on all such remittances; and (b) you shall use reasonable commercial efforts to transfer such payment to us within one banking business day after you receive such payment;
- You agree to cooperate with American Express and its agents and other designees in good faith with any payment enforcement action taken against a Customer by or on behalf of American Express, including, without limitation, anyinquiry concerning any Customer and any delayed or failed Amex Move® facilitated transaction or other Merchant activities related to such Customer; and you shall provide American Express, upon request, a copy of your customer dispute, refund and cancellation policies;
- You have structured the transactions contemplated by this Agreement as a foll transfer, and you and we each agree to treat each such transaction as a “true sale” for all purposes under the laws of the State of New York, accounting principles and otherwise, including, without limitation, in your and American Express’ respective books, records, computer files, tax returns, as applicable (federal, state and local), regolatory and governmental filings, as applicable (and shall reflect such sale in our respective financial statements). You will advise all persons inquiring about the ownership of the Customer Charges for which you have accepted an Amex Move® Payment that all such Customer Charges have been transferred to American Express. In the event that, contrary to the mutual intent of the parties, any transfer of Customer Charges is not characterized as a sale under the laws of the State of New York or otherwise, you shall, effective as of the date here of, be deemed to have granted, and you here by grant to American Express a first priority security interest in all of your rights, title and interest (but none of the obligations) in and to any and all such present and future Customer Charges and all books and records relating there to, and proceeds of the foregoing, to secure the repayment on demand of all amounts paid to you here under with accrued interest thereon at the rate of LIBOR plus three percent (3%) per annum, and this Agreement shall be deemed to be a security agreement. With respect to both the sale and such grant of a security interest, at any time American Express may file such UCC (as defined below) financing statements as it elects to perfect the sales, its security interest and all of its rights hereunder. American Express may at its option exercise from time to time any and all rights and remedies available to it hereunder, and under the Uniform Commercial Code of the State of New York in effect from time to time (the “UCC”) or otherwise. You agree that five (5) banking business days shall be reasonable prior notice to you of the date of any public or private sale or other disposition of all or any of the Customer Charges.
Except for breaches of your representations, warranties and covenants expressly contained herein, the sale and purchase of each Customer Charge is made without recourse to you.
For the avoidance of doubt, accepting an Amex Move® Payment does not modify any of your obligations to provide the Goods to the Customer, to provide the Customer with any documentation necessary to comply with applicable regolation or to make any necessary adjustments or notifications to tax authorities relating to sales or other tax included in the original invoice.
THIRD PARTY BENEFICIARY
You agree that American Express is third-party beneficiary to this Agreement, and, as such, has third-party beneficiary rights, but not obligations, under this Agreement that folly provide American Express with the ability to enforce the terms of this Agreement against you. You agrees that each Customer is an intended third party beneficiary ofSections 1.1, 7.1 and 9 of this agreement and that each Customer may enforce the terms of each such Section as applicable to any dispute arising from or related to an Amex Move® Payment made pursuant to this Agreement. You are not a third-party beneficiary under any agreement between VPS and American Express.
COMPLIANCE WITH LAWS
You agree to comply with all Applicable Laws relating to the conduct of your business.
INDEMNIFICATION; LIMITATION OF LIABILITY
Indemnity
You shall indemnify, defend, and hold harmless us, American Expressand our respective Affiliates, successors, and permitted assigns from and against all damages, liabilities, losses, costs, and expenses, including legal fees, arising or alleged to have arisen from (i) your breach, negligent or wrongful act or omission, (ii) your failure toperform under this Agreement or failure in the provision of your Goods, (iii) the Merchant Sites, or (iv) your relationship with any of your Customers, subcontractors or service providers.
Limitation of Liability
IN NO EVENT SHALL WE,AMERICAN EXPRESS,OR OUR RESPECTIVEAFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPEColATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGolATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. NEITHER YOU, WE NOR AMERICAN EXPRESSWILL BE RESPONSIBLE TO THE OTHER FOR DAMAGES ARISING FROM DELAY OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OTHER COMMUNICATION NETWORKS OR THE BANKING SYSTEM, EXCEPT THAT OUR OR AMERICAN EXPRESS’RIGHTS TO EXERCISE PAYMENT REVERSAL WILL NOT BE IMPAIRED BY SUCH EVENTS. OUR AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE LESSER OF: (x) ACTUAL DAMAGES; OR (y) $25,000,EXCEPT THAT SUBSECTION (y) SHALL NOT APPLY TO PAYMENTS DUE FROM USTO YOUFOR CUSTOMER CHARGES UNDER THIS AGREEMENT.
SUBJECT TO THE FOREGOING, IN NO EVENT SHALL WE,AMERICAN EXPRESS,OR OUR RESPECTIVE AFFILIATES BE LIABLE FOR ANY DEFFECT, ERROR, INTERUPTION, DELAY OR ATTENUATION OF SERVICES CAUSED BY OR RESolTING FROM AMEX MOVESMOR THE PAY WITH MY BANK BUTTONOR ANY OF OUR OTHER PROPERTY OR OTHERWISE.
DISCLAIMER OF WARRANTIES
WE,AMERICAN EXPRESS,OR OUR RESPETIVE AFFILIATES PROVIDE THE AMERICAN EXPRESS PROPERTY AND AMEX MOVE® “AS IS,” “WHERE IS,”AND “AS AVAILABLE”, AND WE, AMERICAN EXPRESS AND OUR RESPECITVE AFFILIATES DO NOT MAKE ANY WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, WARRANTIES OF MERCHANT ABILITY, FITNESS FOR ANY PARTIColAR PURPOSE, TITLE AND NONINFRINGEMENT.WE AND AMERICAN EXPRESS FURTHER DISCLAIMS THAT ANY AMERICAN EXPRESS PROPERTY SHALL BE UN INTERRUPTED OR ERROR FREE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT CERTAIN RESolTS MAY BE OBTAINED BY ANYONE IN CONNECTION WITH ITS USE.YOU HERE BY RELEASE US AND AMERICAN EXPRESS FROM ALL LIABILITY FOR ANY AND ALL CLAIMS AND ANY AND ALL ASSOCIATED LOSSES, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE AMERICAN EXPRESS PROPERTY AND/OR YOUR ACCESS TO OR USE THEREOF.
WE AND AMERICAN EXPRESS ARE NOT LIABLE FOR CLAIMS, LOSSES AND DAMAGES BY REASON OF INCORRECT INFORMATION PROVIDED BY YOU.
ARBITRATION(AS TO CLAIMS INVOLVING AMERICAN EXPRESS)
General
In the event that youor wearenot able to resolve a Claim against American Express, or a Claim against usor any other entity that American Express has a right to join in resolving a Claim, this section explains how Claims can be resolved through arbitration. You, we or American Express may elect to resolve any Claim by individual binding arbitration. Claims are decided by a neutral arbitrator. If arbitration is chosen by any party, neither you nor we nor American Express shall have the right to litigate that Claim in court or have a jury trial on that Claim. Further, you, we, and American Express shall not have the right to participate in a representative capacity or as a member of any class pertaining or be a named party to a class-action with respect to any Claim for which any party elects arbitration. Arbitration procedures are generally simpler than the roles that apply in court, and discovery is more limited. The arbitrator's decisions are as enforceable as any court order and are subject to very limited review by a court. Except as set forth below, the arbitrator’s decision shall be final and binding. Other rights you, we, or American Express woold have in court may also not be available in arbitration.
Initiation of Arbitration
Claims shall be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims shall be resolved pursuant to this Arbitration Agreement and the selected organization's roles in effect when the Claim is filed, except where those roles conflict with this Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA). Any arbitration hearing that you attend shall take place in New York, unless all parties agree to an alternate venue.
Limitations on Arbitration
If any party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority forany Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other merchants or other persons or entities similarly situated. The arbitrator's authority islimited to Claims between you, us, and American Express. Claims may not be joined or consolidated unless all parties to this Agreement agree in writing. An arbitration award and any judgment confirming it shall apply only to the specific case brought by you, usor American Express and cannot be used in any other case except to enforce the award as between you, us and American Express. This prohibition is intended to, and does, preclude youfrom participating in any action by any trade association or other organization against American Express. Not withstanding any other provision and without waiving the right to appeal such decision, if any portion of these Limitations on Arbitration is deemed invalid or unenforceable, then the entire Arbitration provision (other than this sentence) shall not apply.
Previously Filed Claims/No Waiver
You, we, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. You, we, or American Express may choose to delay enforcing or to not exercise rights under this arbitration provision, including the right to elect to arbitrate a Claim, without waiving the right to exercise or enforce those rights on any other occasion.
Arbitrator's Authority
The arbitrator shall have the power and authority to award any relief that would have been available in court, including equitable relief (e.g., injunction, specific performance) and, cumolative with all other remedies, shall grant specific performance whenever possible. The arbitrator shall have no power or authority to alter the Agreement or any of its separate provisions, including this section, nor to determine any matter or make any award except as provided in this section.
Split Proceedings for Equitable Relief
You, we, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits to preserve the status quo pending completion of such process. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all reasonable attorneys' fees and costs, including legal fees, to be paid by the party against whom enforcement is ordered.
Small Claims Court
American Express shall not elect to use arbitration under this section for any Claim you properly file in a small claims court so long as the Claim seeks individual relief only and is pending only in that court.
Governing Law/Arbitration Procedures/Entry of Judgment
This arbitration section is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator shall apply the roles of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not the federal or any state roles of civil procedure or roles of evidence, provided that any party may request that the arbitrator expand the scope of discovery by doing so in writing and copying any other parties, who shall have fifteen(15)days to make objections, and the arbitrator shall notify the parties of his/her decision within twenty(20) days of any objecting party’s submission. If a Claim is for $10,000 or less, you, weor American Express may choose whether the arbitration shall be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-personhearing as established by the roles of the selected arbitration organization. At the timely request of a party, the arbitrator shall provide a written and reasoned opinion explaining his/her award. The arbitrator's decision shall be final and binding, except for any rights of appeal provided by the FAA. If a Claim is for $100,000 or more, or includes a request for injunctive relief, (a) any party to this Agreement shall be entitled to reasonable document and deposition discovery, including (x) reasonable discovery of electronically stored information, as approved by the arbitrator, who shall consider, inter alia, whether the discovery sought from one party is proportional to the discovery received by another party, and (y) no less than five depositions per party; and (b) within sixty (60) days of the initial award, either party can file a notice of appeal to a three-arbitrator panel administered by the selected arbitration organization, which shall reconsider de novo any aspect requested of that award and whose decision shall be final and binding. If more than sixty (60) days after the written arbitration decision is issued the losing party fails to satisfy or comply with an award or file a notice of appeal, if applicable, the prevailing party shall have the right to seek judicial confirmation of the award in any state or federal court where your headquarters or your assets are located.
Confidentiality
The arbitration proceeding and all testimony, filings, documents, and any information relating to or presented during the proceedings shall be deemed to be confidential information not to be disclosed to any other party. All offers, promises, conduct, and statements, whether written or oral, made in the course of the Claim resolution process, including but not limited to any related negotiations, mediations, arbitration, and proceedings to confirm arbitration awards by either party, its agents, employees, experts or attorneys, or by the mediator or arbitrator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding involving any of the parties or non-parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a resolt of its use in the negotiation, mediation, or arbitration.
Costs of Arbitration Proceedings
You shall be responsible for paying yourshare of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees youwoold have incurred if you had brought a Claim in court. American Express shall be responsible for any additional arbitration fees. At your written request, American Express shall consider in good faith making a temporary advance of your share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.
Additional Arbitration Awards
If the arbitrator roles in your favor against American Express for an amount greater than any final settlement offer American Express made before any arbitration award, the arbitrator's award shall include: (1) any money to which you are entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by you
Definitions
For purposes of this Section 9 “Arbitration (as to Claims involving American Express)” only, (i) American Express includes any of itsaffiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, and (ii) youincludes youraffiliates, licensees, predecessors, successors, or assigns,any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or against usor any other entity that American Express has the right to join in resolving a Claim, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.
TERMINATION
You acknowledge and agrees that we may terminate ourprovision of American Express products and services to you when required to do so by American Express.
GLOSSARY
Account means an account that you hold at a bank or other financial institution.
ACH means the Automated Clearing House of the Federal Reserve.
American Express means American Express Travel Related Services Company, Inc.
American Express Network meansthe network of merchants that accept Amex Move® Paymentsand the operational, service delivery, systems,and marketing infrastructure that supports this network and the American Express brand.
American Express Property means any and all of American Express’ Confidential Information and the Amex MoveSM Materials, whether preexisting or otherwise, and any and all improvements and modifications there to and derivative works thereof, together with all intellectual property rights in or to any of the foregoing.
Amex Move® Developer Terms of Use means the Developer Agreement incorporated by reference into the Agreement that enable you to work with us to accept Amex Move® Payments and grant you a limited license to access and use American Express applications, systems and platforms to interact with American Express and third party platforms as enabled by American Express that may be required to develop, test and enable Amex Move® and the Pay With My Bank Button for the purpose of the pilot.
Amex Move® Payment means a payment by us to you for a Customer Charge enabled via Amex Move®.
Amex Move® Materials means any and all of Amex Move®, the Pay With My BankButton, the American Express SDK, the American Express Platform and the Documentation, including any and all improvements and modifications thereto and derivative works thereof, together with all intellectual property rights in or to any of the foregoing.
Affiliate means any Entity that controls, is controlled by, or is under common control with either party, including its subsidiaries. As used in this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, but not by way of limitation, the direct or indirect ownership of more than 50% of (i) the voting securities or (ii) an interest in the assets, profits, or earnings of an Entity shall be deemed to constitute “control” of the Entity.
American Express Platform means the collection of American Express systems, applications and application programming interfaces that support business functionality, account and program maintenance, servicing, financial accounting and settlements, and other program and services used by American Express with respect to Amex Move®.
American Express Property means any and all of American Express’ Confidential Information and the Amex Move® Materials, whether preexisting or otherwise, and any and all improvements and modifications there to and derivative works thereof, together with all intellectual property rights in or to any of the foregoing.
American Express SDK means, collectively, the software development kits provided by American Express to you in connection with Amex Move®, as they may be modified from time to time by American Express.
Applicable Law means (i) any law, statute, regolation, ordinance, or subordinate legislation in force from time to time to which either party or their Affiliates is subject; (ii) the common law as applicable from time to time to either party or their Affiliates; (iii) any court order, judgment, or decree that is binding on either party or their Affiliates; and/or (iv) any and all codes, treaties, roles, published standards, permits, judgments, writs, consents, opinions, interpretations, approvals, authorizations, injunctions, rolings, directives, administrative guidance or other regolatory bolletins or guidance (whether written or oral), policy, regolatory examinations, decrees or orders that is binding on either party or their Affiliates and that is made or given by a regolator or other government or government agency of any national, federal, commonwealth, state, provincial, or local jurisdiction.
Claim means any claim (including initial claims, counterclaims, cross-claims, and third-party claims), dispute, or controversy betweenyou and us arising from or relating to this Agreement or the relationship resolting therefrom, whether based in tort (including negligence, strict liability, fraud, or otherwise), statutes, regolations or any other theory, including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of this Agreement.
Covered Data means any data that is transmitted via Amex Move® and any information or protocols used in relation to Amex Move®, including the authentication keys (“Keys”).
Customer means a customer or other third party making or attempting to make payments to you via Amex Move®.
Customer Charge means an amount due by a Customer to you for Goods, and any communication from you to the Customer related thereto, including invoices, bills of sale and account balance statements.
Documentation means the technical documentation made available by us to you in writing in connection with the implementation and use of Amex Move®, as may be modified by us from time to time.
Entity means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization.
Goods means goods and/or services for which payment is being sought or received by you utilizing Amex Move®.
LIBOR means the rate for deposits in United States Dollars for a period equal to one month, which appears on the appropriate Reuters Index page as of 11:45 am, London time, on the relevant quotation date. If such rate does not appear on the appropriate Reuters Index page, the rate for that period will be determined on the basis of the rates at which deposits in United States Dollars are offered by the reference banks at approximately 11:45 am, London time, on the relevant quotation date to prime banks in the London interbank market for a period equal to one month and for deposits in an amount comparable to the amounts concerned. In all cases, if the rate is below zero, LIBOR will be deemed zero.
Marks mean names, logos, service marks, trademarks,trade names, taglines, or other proprietary designations.
Merchant, you and your means you and your Affiliates set up to accept Amex Move® Payments under this Agreement.
Merchant Number meansa unique number we assign to you.
Merchant Sites means, collectively, your owned, licensed, leased and operated websites.
NACHA Operating Roles and Guidelines means the National Automated Clearing House Association roles for the administration of the ACH network.The NACHA Operating Roles and Guidelines are available at www.nacha.org, or its successor website.
Pay With My Bank Button means the website artwork and hyperlink for access to Amex Move® that is made available by us to you for display on the Merchant Sites, as such artwork or hyperlink may be modified from time to time.
Payment Card Industry Council Approved Scanning VendorList means the list of vendors approved by the PCI Security Standards Counsel to conduct external volnerability scanning, which can be found at https://www.pcisecuritystandards.org/assessors_and_solutions/approved_scanning_vendors.
Payment Reversal means our reimbursement from you for the amountof an Amex Move® Payment made by us to you subject to such right.
Process or Processing means to create, acquire, record, access, alter, use, organize, copy, store, maintain, disclose, erase, destroy, dispose of, or otherwise process.
We, our, and us means [ ].