1 Last Modified: December 1, 2014 Personalized Shop Small Marketing Program Terms of Participation In support of small businesses, American Express Travel Related Services Company, Inc. ( American Express, we or us ) is providing tools to enable eligible small business owners to create their own personalized marketing campaigns, including (i) downloadable, personalized signage, digital banners, sample social media posts and templates(the Marketing Materials ), and (ii) the opportunity to have your business featured on ShopSmall.com (a Shop Small Listing ). For purposes of this agreement, the Marketing Materials and the Shop Small Listing will be collectively referred to as Campaign Assets. The Campaign Assets are intended to be used to promote your business on Small Business Saturday and throughout the year in the spirit of the Shop Small Movement, a movement dedicated to supporting and celebrating small businesses and the neighborhoods in which they are located. Participation in this Personalized Shop Small Marketing Program (the Program ) is governed by these Personalized Shop Small Marketing Program Terms of Participation (the Personalized Marketing Program Terms ). The decisions of American Express with respect to the interpretation and application of these Personalized Marketing Program Terms including decisions about your eligibility to receive any of the Campaign Assets will be final and binding. American Express reserves the right to modify these Personalized Marketing Program Terms at any time. We will indicate that changes have been made by updating the Last Modified date above and posting updated Personalized Marketing Program Terms at Your continued participation in the Program after the Personalized Marketing Program Terms have been modified constitutes your agreement to the modified Personalized Marketing Program Terms. ELIGIBILITY In order to be eligible for Campaign Assets you must satisfy the following qualification criteria: Brick and mortar businesses must have at least one (1) but no more than twenty five (25) retail locations within the United States. Online-only businesses must have at least one delivery or service area within the United States. Your total net revenues (for all business locations or service areas within the United States) for the 2013 calendar year must have been ten million dollars ($10,000,000) or less. You must not be a franchisee or licensee of a brand with more than 20 corporate-owned stores or more than 100 stores in total. You must not be a government agency, public administration organization, political organization, charity, non-profit, business or trade association, direct seller or shopping property management firm. The information submitted in your application form, including, without limitation, your What You Are Known For must be complete and accurate and must not contain profanity, obscenity or other inappropriate content or be otherwise offensive, unlawful, or objectionable, in the sole and exclusive judgment of American Express (see additional What You Are Known For Restrictions below).
2 Even if you satisfy the qualifications listed above, if your business fits into any of the following categories, you may, nonetheless, be excluded from eligibility for Campaign Assets: religious organizations; businesses that manufacture, promote or sell diet aids, drugs or other pharmaceuticals, pornography, sexual aids, gambling, liquor, tobacco, firearms or other weapons; businesses that promote or advocate for any sensitive or controversial topic, or otherwise participate in activities that we determine to be inconsistent with the values of American Express or the Shop Small Movement. Note: Regardless of whether you have been eligible to participate in a previous Personalized Shop Small Marketing Program, if your business does not fit within the criteria provided above, you will not be eligible to participate in the current Program. CREATING & DOWNLOADING MARKETING MATERIALS Eligible small businesses may personalize and download Marketing Materials. To download Marketing Materials, you must follow the prompts, provide the information required by the application form, and submit the application to us. Once you have completed the required fields and submitted the application form, your personalized Marketing Material will be provided to you for download. Once downloaded, the Marketing Materials may not be altered or amended in any way except as expressly directed or authorized by American Express in writing. To the extent that changes are authorized, any and all revisions must comply with the What You Are Known For Restrictions (see below). All design elements of the Campaign Assets, including any and all images, graphics, logos, hashtags, and copy depicted on the Campaign Assets, are the intellectual property of American Express. The Marketing Materials are provided to you subject to a limited license to promote your business in connection with Small Business Saturday and the Shop Small Movement. We may terminate your right to use the Marketing Materials at any time if we determine, in our sole discretion, that (i) your business is not eligible for the Program, (ii) any information provided by you in the application form, including, without limitation, your What You Are Known For, is fictitious, false, misleading, inaccurate, incomplete or otherwise is breach of the What You Are Known For Restrictions (see below), (iii) you alter the Marketing Materials in breach of these Personalized Marketing Program Terms, (iv) you use the Marketing Materials inappropriately or in a manner inconsistent with the values of the Shop Small Movement and American Express, (v) you have used the Marketing Materials in connection with something other than the Shop Small Movement, or (vi) you otherwise breach these Personalized Marketing Program Terms. APPLYING FOR A SHOP SMALL LISTING In order to receive a Shop Small Listing, eligible small business owners must submit a complete and accurate application using the application form located at Once submitted, American Express will review your application for compliance with these Personalized Marketing Program Terms, including, without limitation the What You Are Known For Restrictions. We reserve the right to decline any application that does not comply with these Personalized Marketing Program Terms, which will be determined in our sole discretion.
3 Shop Small Listings may be subject to the space, style and format requirements and standards established by American Express and are subject to American Express s final approval. We reserve the right (but have no obligation) to make edits to your Shop Small Listing, including, without limitation, your What You Are Known For (for example, to correct misspellings or grammatical mistakes, to write out the full spelling of words that have been abbreviated, or to abbreviate words or phrases as necessary to comply with the maximum character count limit) without your approval. Notwithstanding its review and/or editing of any Shop Small Listing, American Express is not responsible for the content of any Shop Small Listing. We will notify you within three to five (3-5) business days of receiving your application as to whether the application has been approved or declined. American Express reserves the right to revoke its approval at any time for breach of these Personalized Marketing Program Terms, which will be determined in our sole discretion. Shop Small Listings will be posted on ShopSmall.com. Approved Shop Small Listings are anticipated to be posted beginning on or about November 3, American Express makes no guarantees with respect to the formatting of your Shop Small Listing, the length of time for which any Shop Small Listing will be posted, the precise period of time during which your listing will be posted. One listing is available per business. Submitting multiple applications will not increase the number of listings designated to your business. WHAT YOU ARE KNOWN FOR RESTRICTIONS Your What You Are Known For must be original to you and must honestly and accurately describe your business. It may not include any statement, opinion, information or other content that: is fictitious, false, inaccurate or misleading contains pricing information promotes sales, discounts, contests, giveaways, raffles or other offers is disparaging or defamatory to any person or entity contains any profanity or is otherwise obscene, pornographic or offensive contains superlatives (e.g., words like best, first, fastest and cheapest ) promotes any illegal or unlawful product or service or suggests, encourages or promotes the violation of any laws, rules or regulations infringes the rights of any person or entity, including, without limitation, rights of privacy, publicity or intellectual property promotes or advocates for any sensitive or controversial topic is otherwise inconsistent with the values of American Express or the Shop Small Movement Practical tips:
4 Focus on what s special about your business. Do not quote or copy from others. Do not reference any specific person or persons, particularly celebrities, politicians or other prominent persons. Do not reference any business or entity other than your own. MODIFICATION & CANCELLATION OF THE PROGRAM American Express reserves the right to modify or cancel the Program at any time at its discretion without prior notice or liability to you. DISQUALIFICATION & OTHER REMEDIES OF AMERICAN EXPRESS Persons who tamper with or abuse any aspect of the Program, who act in an unsportsmanlike or disruptive manner or who violate these Personalized Marketing Program Terms, as determined by American Express in its sole discretion, will be disqualified from participating in the Program. ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM OR THE SHOPSMALL.COM WEBSITE MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, AMERICAN EXPRESS RESERVES THE RIGHT TO SEEK DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND OTHER REMEDIES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. NAME & TRADEMARK LICENSE By participating in the Program, you are granting American Express the right and license to include (i) your business s name, logo, service marks, trademarks, trade names, What You Are Known For or other content provided in your application for the Campaign Assets, (ii) a link to the URL of your business s official website and/or branded web page(s) on social media sites, as may be provided by you, and (iii) statements, quotes, descriptions, photos, drawings, screenshots, clippings and other images and depictions of your use of the Campaign Assets on ShopSmall.com, Facebook.com/ShopSmall and other web pages dedicated to, or otherwise promoting, Small Business Saturday or the Shop Small Movement, and in other advertising, marketing and promotional materials relating to Small Business Saturday and the Shop Small Movement, in perpetuity, in any and all media, including as such materials may be displayed, performed or distributed by agents of American Express or supporters of Small Business Saturday and/or the Shop Small Movement, without any compensation or other obligation to you. You further grant American Express the right and license to use, publish and incorporate any and all feedback, ideas, comments, suggestions and concepts shared or contributed by you relating to Small Business Saturday and the Shop Small Movement in perpetuity for any purpose without any compensation or other obligation to you. You acknowledge that American Express has no obligation to exercise any of the foregoing rights.
6 any materials or use of any website in connection with the Program or Small Business Saturday. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. DISCLAIMER OF WARRANTY AMERICAN EXPRESS IS PROVIDING THE PROGRAM AND THE CAMPAIGN ASSETS ON AN AS IS AND AS AVAILABLE BASIS, AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY AND TIMELINESS, TO THE FULLEST EXTENT PERMITTED BY LAW. LIMITATION OF LIABILITY NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY LOSS OF USE, DATA, GOODWILL, REVENUES OR PROFITS (WHETHER OR NOT DEEMED TO CONSTITUTE A DIRECT CLAIM), OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE RELEASED PARTIES ARISING OUT OF AND IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). IN CASES WHERE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, THE LIABILITY OF THE RELEASED PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. GOVERNING LAW Any and all disputes, claims or actions arising out of or relating to these Personalized Marketing Program Terms, the Program or your participation in the Program, including the enforcement and interpretation of these Personalized Marketing Program Terms, shall be governed by the substantive laws of the state of New York without regard to conflict of law principles, and shall be brought solely within the state of New York and county of New York. DISPUTES Procedures: You and American Express agree that any and all disputes, claims or controversies arising out of or related to these Personalized Marketing Program Terms or the Program, including any claims under any statute or regulation ( Disputes ), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, then, upon the election of either party, the Disputes then shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association ( AAA ). Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between you and American Express alone, and is subject to the Limitations of Liability set forth in these Personalized Marketing Program Terms. Furthermore, Disputes brought by either you or American Express against the other party may not be joined or consolidated in arbitration with Disputes brought by or
7 against any third party, unless agreed to in writing by all parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph of this Disputes section be stricken from these Personalized Marketing Program Terms or deemed otherwise unenforceable, then this entire Disputes section shall be stricken from these Personalized Marketing Program Terms. Enforcement: The provisions of this Disputes section may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. Costs of Arbitration Proceedings: The parties will be responsible for paying their respective shares of the arbitration fees (including filing, administrative, hearing and/or other fees) as provided by AAA rules, except that American Express will be responsible for paying all arbitration fees in connection with any Dispute it commences in arbitration or compels to arbitration. THIRD PARTY BENEFICIARIES Except as otherwise expressly set forth herein, this agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than the parties hereto any legal or equitable rights hereunder. CONSTRUCTION In these Personalized Marketing Program Terms, where the word including, include or includes is used to refer to an example or begin a list of items, such example or list shall not be deemed to be exclusive or exhaustive. SURVIVAL Any and all provisions of these Personalized Marketing Program Terms that contemplate performance or observance after the termination of this agreement (including the licenses and releases granted by you, representations and warranties, and indemnification and limitation of liability provisions) will survive termination or expiration of this agreement and continue in full force and effect. ASSIGNMENT You may not assign any of your rights or delegate any of your obligations under these Personalized Marketing Program Terms without the prior written consent of American Express. Any purported assignment or delegation in breach of this provision will be null and void. ENTIRE AGREEMENT These Personalized Marketing Program Terms constitute the entire agreement between the parties and supersede all previous discussions, agreements, promises, proposals, representations and understandings pertaining to the subject matter hereof.
8 ONLINE PRIVACY STATEMENT Any information that you provide to American Express in your application or otherwise in connection with the Program will be governed by the American Express Online Privacy Statement available at