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� � � � � � 6.1.D. - Page 57
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<br /> The Agreement is by and between American Express Travel Related Services Company,Inc.,a New York corporation,and you,the Merchant.By accepting the
<br /> American Express�Card,you agree to be bound by the Agreement.
<br /> . , , Card Not Present Charge means a Charge for which the Card is not
<br /> presented at the point of sale(e.g.,Charges by mail,telephone,fax or
<br /> - , • - - - - - the Internet),is used at unattended Establishments(e.g.,customer
<br /> , - activated terminals,called CATs),or for which the transaction is
<br /> key-entered.
<br /> a. Scope of the Agreement. The Agreement governs your acceptance
<br /> of American Express Cards in the United States(but not Puerto Rico,the Card Present Charge means a Charge for which the Card is presented at
<br /> U.S.Virgin Islands,and other U.S.territories and possessions)under our the point of sale.
<br /> American Express OnePoint Program,which makes available to eligible Cardmember means an individual or Entity(i)that has entered into an
<br /> merchants an integrated service through our agent,Wells Fargo Merchant agreement establishing a Card account with an Issuer or(ii)whose
<br /> Services,L.L.C.,among other agents.Schedule A contains important name appears on the Card.
<br /> provisions governing your acceptance of the Card under this program. Charge means a payment or purchase made on the Card.
<br /> The Agreement covers you alone.You must not obtain Authorizations, Chargeback(sometimes called"full recourse"or"Full Recourse"in our
<br /> submit Charges or Credits,or receive payments on behalf of any other materials),when used as a verb,means our reimbursement from you
<br /> party,except as otherwise expressly permitted in the Merchant Regulations. for the amount of a Charge subject to such right;when used as a noun,
<br /> b. Other Parts of the Agreement. means the amount of a Charge subject to reimbursement from you.
<br /> i. Merchant Regulations. The Merchant Regulations set forth the Claim means any claim(including initial claims,counterclaims,cross
<br /> policies and procedures governing your acceptance of the Card. claims,and third party claims),dispute,or controversy between you
<br /> You shall ensure that your personnel interacting with customers are and us arising from or relating to the Agreement or prior Card
<br /> fully familiar with the Merchant Regulations.The Merchant acceptance agreements,or the relationship resulting therefrom,
<br /> Regulations are a part of,and are hereby incorporated by reference whether based in contract,tort(including negligence,strict liability,
<br /> into,the Agreement.You agree to be bound by and accept all fraud,or otherwise),statutes,regulations,or any other theory,includ-
<br /> provisions in the Merchant Regulations(as changed from time to ing any question relating to the existence,validity,performance,
<br /> time)as if fully set out herein and as a condition of your agreement to construction,interpretation,enforcement,or termination of the
<br /> accept the Card.We reserve the right to make changes to the Agreement or prior Card acceptance agreements or the relationship
<br /> Merchant Regulations in scheduled changes and at any time in resulting therefrom.
<br /> unscheduled changes as set forth in Section 2.8.j below.The Merchant Credit means the amount of the Charge that you refund to Cardmembers
<br /> Regulations and releases of scheduled changes therein are provided for purchases or payments made on the Card.
<br /> only in electronic form,existing at the website specified below in the Disputed Charge means a Charge about which a claim,complaint,or
<br /> definition of"Merchant Regulations"or its successor website. question has been brought.
<br /> However,we shall provide you a paper copy of or a CD-ROM con-
<br /> taining the Merchant Regulations or releases of scheduled changes Discount means the amount that we charge you for accepting the
<br /> therein upon your request.To order a copy,please call our agent: Card,which amount is:(i)a percentage(Discount Rate)of the face
<br /> Wells Fargo Merchant Services,LLC(1-800-451-5817),or online at: amount of the Charge that you submit;or a flatTransaction fee,or a
<br /> www.wellsfargo.com/biz/americanexpress.We may charge you a fee combination of both;and/or(ii)a Monthly Flat Fee(if you meet our
<br /> for each copy that you request. requirements).
<br /> ii. Schedule A. Schedule A,attached hereto or which we otherwise may Entity means a corporation,partnership,sole proprietorship,trust,
<br /> provide to you,contains other important provisions governing your association,or any other legally recognized entity or organization.
<br /> acceptance of the Card.Schedule A is a part of,and is hereby Establishments means any or all of your and your Affiliates'locations,
<br /> incorporated by reference into,the Agreement. outlets,web sites,on-line networks,and all other methods for selling
<br /> goods and services,including methods that you adopt in the future.
<br /> c. Definitions.Capitalized terms used but not otherwise defined herein
<br /> have the meanings ascribed to them in the Merchant Regulations.Some General Provisions means the provisions set out in this document
<br /> definitions are repeated here for ease of reference. other than in Schedule A or any other accompanying schedule or
<br /> exhibit hereto.
<br /> Affiliate means any Entity that controls,is controlled by,or is under
<br /> common control with either party,including its subsidiaries.As used �mmediate Chargeback(sometimes called"Immediate Full Recourse"
<br /> in this definition,control means the possession,directly or indirectly, in our materials)means our right to Chargeback immediately and
<br /> of the power to direct or cause the direction of the management and irrevocably without first contacting you or sending you an Inquiry
<br /> policies of an Entity,whether through the ownership of voting and for which you have no right to present any written response to
<br /> securities,by contract,or otherwise.For the avoidance of doubt,but dispute the Chargeback.
<br /> not by way of limitation,the direct or indirect ownership of more than Marks mean names,logos,service marks,trademarks,trade names,
<br /> 50%of(i)the voting securities or(ii)an interest in the assets,profits, taglines,or other proprietary designs or designations.
<br /> or earnings of an Entity shall be deemed to constitute"control"of Merchant Number(sometimes called the"Merchant ID"or"Establishment"
<br /> the Entity. or"SE"number in our materials)means the unique ten-digit number
<br /> Agreement means these General Provisions,Schedule A and any other we assign to your Establishment.If you have more than one
<br /> accompanying schedules and exhibits,and the Merchant Regulations, Establishment,we may assign to each a separate Merchant Number.
<br /> collectively. Merchant Regulations means the American Express Merchant Regula-
<br /> American Express Card and Card mean(i)any card,account access tions—U.S.,which are available from your Service Agent.
<br /> device,or payment device bearing our or our Affiliates'Marks and Other Agreement means any agreement,other than the Agreement,be-
<br /> issued by an Issuer or(ii)a Card Number. tween(i)you or any of your Affiliates and(ii)us or any of our Affiliates.
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