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Other Payr "' -' -`- -harge,credit,debit,stored value or . , . , ,
<br /> smart c 6.1.D. - Page 58 �s,or other payment cards,services,
<br /> or products otner tnan tne c.ara. a. Creating a Reserve. Regardless of any contrary provision in the
<br /> Reserve means a fund established and/or collateral held by us as security Agreement,we have the right in our sole discretion to determine that it is
<br /> for your or any of your Affiliates'obligations to us or any of our necessary to have some security for your or any of your Affiliates'obligations
<br /> Affiliates under the Agreement or any Other Agreement. to us or any of our Affiliates,under the Agreement or any Other Agreement.
<br /> If we so determine,we may(i)withhold and offset amounts from payments
<br /> We,our,and us mean American Express Travel Related Services we otherwise would make to you under the Agreement or(ii)establish a
<br /> Company,Inc. Reserve,including by requiring you to deposit funds or other collateral
<br /> You and your(sometimes called the"Merchant;"'Service Establishment;' with us.
<br /> or"SE"in our materials)mean the Entity accepting the Card under the b. Trigger Events for Reserve. Some of the events that may cause us to
<br /> Agreement,and its Affiliates conducting business in the same industry. establish a Reserve include:(i)your ceasing a substantial portion of or
<br /> d. List of Affiliates. You must provide to our agent a complete list of adversely altering your operations;(ii)your selling all or substantially all of
<br /> your Affiliates conducting business in your industry and notify our agent your assets or any party acquiring 25%or more of the equity interests
<br /> promptly of any subsequent changes in the list. issued by you(other than parties currently owning 25%or more of such
<br /> interests),whether through acquisition of new equity interests,previously
<br /> outstanding interests,or otherwise;(iii)your suffering a material adverse
<br /> a. Acceptance.You must accept the Card as payment for all goods and change in your business;(iv)your becoming insolvent;(v)our receiving
<br /> services sold at all of your Establishments,except as otherwise expressly a disproportionate number or amount of Disputed Charges at your
<br /> specified in the Merchant Regulations.You agree that the provisions of Establishments;or(vi)our reasonable belief that you will not be able to
<br /> Chapter 3(Card Acceptance)of the Merchant Regulations are reasonable perform your obligations under the Agreement,under any Other
<br /> and necessary to protect the Cardmember's choice of which Card to use Agreement,or to Cardmembers.
<br /> and that charge and credit Cards,including corporate Cards,are inter- �, Establishing a Reserve. If an event leads us to believe that we need
<br /> changeable.You are jointly and severally liable for the obligations of your to create a Reserve,then we may immediately establish a Reserve or
<br /> Establishments under the Agreement. terminate the Agreement. We shall inform you if we establish a Reserve.
<br /> b. Transaction Processing and Payments. Our Card acceptance, We may increase the amount of the Reserve at any time as long as the
<br /> processing,and payment requirements are set forth in the Merchant amount of the Reserve does not exceed an amount sufficient,in our
<br /> Regulations.Some requirements are summarized here for ease of refer- reasonable judgment,to satisfy any financial exposure or risk to us under
<br /> ence,but do not supersede the provisions in the Merchant Regulations. the Agreement(including from Charges submitted by you for goods or
<br /> i. Format. You must create a Charge Record for every Charge and a services not yet received by Cardmembers)or to us or our Affiliates under
<br /> Credit Record for every Credit that comply with our requirements,as any Other Agreement,or to Cardmembers.
<br /> described in the Merchant Regulations.You may create multiple d. Other Protections. We may deduct and withhold from,and recoup
<br /> Charge Records for a single purchase placed on different Cards,but and offset against,the Reserve(i)any amounts you or any of your
<br /> you must not create multiple Charge Records for a single purchase to Affiliates owe us or any of our Affiliates under the Agreement or any Other
<br /> the same Card,by dividing the purchase into more than one Charge. Agreement;(ii)any costs incurred by us in connection with administration
<br /> ii. Authorization. You must obtain from and submit to us an Authoriza- of the Reserve,including legal fees;and(iii)any costs incurred by us as a
<br /> tion Approval code for all Charges.Authorization does not guarantee result of your failure to fulfill any obligations to us,any of our Affiliates,or
<br /> that we will accept the Charge without exercising Chargeback,nor is to Cardmembers,including legal fees.We may take other reasonable
<br /> it a guarantee that the person making the Charge is the Cardmember actions to protect our rights or those of any of our Affiliates,including
<br /> or that you will be paid. changing the speed or method of payment for Charges,exercising
<br /> iii. Submitting Charges and Credits. Your Establishments must submit immediate Chargeback,or charging you fees for Disputed Charges.If we
<br /> Charges and Credits in U.S.dollars.You must not issue a Credit when deem it necessary based on our assessment of risk posed by your business,
<br /> there is no corresponding Charge.You must issue Credits to the Card We may require you at any time to deposit funds or other collateral with
<br /> account used to make the original purchase,except as otherwise us as security to protect our financial risk hereunder as a condition of your
<br /> expressly specified in the Merchant Regulations. accepting the Card.These funds and collateral shall be treated as a Reserve
<br /> under the Agreement.
<br /> iv. Payment for Charges. We will pay you,through our agent,according
<br /> to your payment plan in U.S.dollars for the face amount of Charges e. Providing Information. You must provide to us promptly,upon
<br /> submitted from your Establishments less:(i)the Discount,(ii)any request,information about your finances,creditworthiness,and
<br /> amounts you owe us or our Affiliates,(iii)any amounts for which we operations,including your most recent certified financial statements.
<br /> have Chargebacks,and(iv)any Credits you submit.Your initial Discount
<br /> is indicated in the Agreement or otherwise provided to you in writing
<br /> by us.In addition to your Discount we may charge you additional fees a. Delivery and Receipt. Unless otherwise explicitly provided for herein,
<br /> and assessments,as listed in the Merchant Regulations.We may adjust all notices hereunder must be in writing and sent by hand delivery;or by
<br /> any of these amounts and may change any other amount we charge U.S.postal service,such as first class mail or third class mail,postage
<br /> you for accepting the Card. prepaid;or by expedited mail courier service;or by electronic mail
<br /> v. Chargeback.We and our agent have Chargeback rights,as described (e-mail);or by facsimile transmission,to the addresses set out below.
<br /> in the Merchant Regulations.We and our agent may Chargeback by Notices are deemed received and effective as follows:If hand delivered,
<br /> deducting,withholding,recouping from,or offsetting against our upon delivery;if sent by e-mail or facsimile transmission,upon sending;
<br /> payments to you(or debiting your Account),or we or our agent may if mailed,upon the earlier of(i)receipt or(ii)three days after being
<br /> notify you of your obligation to pay us,which you must do promptly deposited in the mail if mailed by first class postage or ten days after being
<br /> and fully.Our or our agent's failure to demand payment does not deposited in the mail if mailed by third class postage.If the addressee
<br /> waive our Chargeback rights. provided for below rejects or otherwise refuses to accept the notice,or if
<br /> vi. Protecting Cardmember Information.You must protect Cardmem- the notice cannot be delivered because of a change in address for which
<br /> ber Information,as described in the Merchant Regulations.You have no notice was appropriately given,then notice is effective upon the
<br /> additional obligations based on yourTransaction volume,including rejection,refusal or inability to deliver.
<br /> providing to us documentation validating your compliance with the b. Our Notice Address. Unless we notify you otherwise,you shall send
<br /> PCI Standard performed by Qualified Security Assessors or Approved notices to us,through our agent,at:American Express Travel Related
<br /> Scanning Vendors(or both). Services Company,Inc.c/o 1307 Walt Whitman Road,Melville,NY 11747.
<br /> WFB1301 44
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