Shop Small Program Participation Terms American Express Australia Limited, ABN 92 108 952 085, 12 Shelley Street, Sydney NSW 2000, ( American Express, we or us ) makes available a complimentary online advertising program which allows eligible merchants to create advertising and marketing materials for the purpose of the Shop Small campaign (the Program ). The Program includes: (i) (ii) (iii) Downloadable Banners: downloadable, personalised digital banners, and sharable digital banners displaying Shop Small logos for your use, Shop Small Listing: a featured map listing on shopsmallaustralia.com and other American Express partner channels; and Online Ads: complimentary online banner advertising to be distributed over our partners ad networks, but only while supplies last (the Online Ads ). (we call these Marketing Assets ) Participation in the Program is governed by these Participation Terms. By participating in the Program, you agree to these Participation Terms. 1.0 PROGRAM ELIGIBILITY Not all Merchants are eligible to participate. American Express has absolute discretion to determine which Merchants may participate and which Online Ads and Shop Small Listings it will run and feature. In order to apply to receive a complimentary ad, Merchants must first verify and/or update their public facing business information and confirm they would like their location(s) to be included on the Shop Small map (and in other marketing channels). Guiding principles for eligibility: The below is a guideline for a qualifying Shop Small Merchant: a) Classified as a small merchant by American Express for the purpose of Shop Small. This is deemed to be any business location that has processed less than AU$1,300,000 worth of American Express transactions for the 12 months prior to the commencement of the Promotional Period (16 September and 18 September); and b) Do not differentially surcharge American Express Card Members or discourage American Express Card Members from using American Express Cards; and c) Have processed at least one American Express transaction between 1 May 2016 and 31 July 2016; and d) Are not operating in industries that are deemed ineligible for Shop Small Small businesses who meet the qualifying criteria will automatically become a Shop Small Merchant, featuring on the Shop Small map and will benefit from the Shop Small American Express Card Member offer. 2.0 DOWNLOADABLE BANNERS Eligible small Merchants may tailor and download Downloadable Banners on the Shop Small website shopsmallaustralia.com/merchants. You are responsible for the Downloadable Banners you use including all content, representations and statements made within them. You must not change or alter the Downloadable
Banners in anyway once they have been downloaded without our permission. 3.0 SHOP SMALL LISTING & ONLINE ADS Eligible small Merchants may apply for a Shop Small Map Listing or Online Ad on the Shop Small website - shopsmallaustralia.com/merchants. Your application, including all information and content you submit along with it, must comply with these Participation Terms. We reserve the right to decline any application that does not comply with these Participation Terms. We do not guarantee that your Online Ad or Shop Small Listing will be displayed. We May Edit your Shop Small Listing or Online Ad We may edit or modify your Shop Small Listing or Online Ad (including their content) in our absolute discretion. We may do this for example, to: ensure they comply with these Participation Terms; ensure they meet space, style and format requirements and standards; or correct misspellings or grammatical mistakes, to adjust or make abbreviations or to comply with character count limits. We will not give you notice if we make such edits or modifications. If you don t want us to edit or modify your Shop Small Listing or Online Ad, you should not participate in the Program. Displaying your Online Ads We may display your Online Ad anywhere and on any sites we choose, in our absolute discretion. We will not give you notice of where or when your Online Ad may be published. If you don t want us to have this level of control, you should not participate in the Program. We make no guarantees with respect to the formatting of your Online Ad, the minimum number of impressions that your Online Ad may achieve, the period of time during which your Online Ad will run, or any particular website on which your Online Ad will run. Online Ads will only be displayed to users in areas that we think are geographically relevant to your business. However, this does not necessarily mean that we will display the Online Ads in that suburb, or only in that suburb. Applications are also subject to review by the websites on which your Online Ads will run. A website may refuse to display your Online Ad at any time if it determines that the Online Ad does not comply with its advertising guidelines or other requirements. 4.0 YOU ARE RESPONSIBLE FOR ALL CAMPAIGN ASSETS You must ensure that all Campaign Assets you download or create are original to you and they honestly and accurately describe your business. You are responsible for your Campaign Assets and you must ensure that all content, statements and representations within them are: complete, true, accurate and correct; and consistent with the image, values and principles of the Shop Small movement and American Express. You must not include any content, statements or representations that: mislead or deceive people (or are likely to mislead or deceive people);
are offensive, illegal, unlawful, objectionable, obscene, profane or inappropriate; disparage or defame any person or entity; contain prices or promote sales, discounts, contests, giveaways, raffles or other offers; contain superlatives (e.g., words like best, first, fastest and cheapest ); promote or encourage anything illegal or unlawful; copy or reproduce the work of another person without their permission; infringe the rights of any person or entity, including, without limitation, rights of privacy, publicity or intellectual property; and/or promote or advocate any sensitive or controversial topic. We may take down any Campaign Assets or terminate your license to use them if they do not strictly comply with these Participation Terms. 5.0 PROGRAM PERIOD If your business is eligible, you can apply to participate in the Program between 12.01 am GMT+10 on 6 September 2016 until 11:59 p.m. GMT+10 on 18 September 2016. Online Ads are anticipated to run during the period beginning 10 September 2016 and ending 18 September 2016 but this may be changed in our discretion. 6.0 LICENSE TO USE YOUR INFORMATION & INTELLECTUAL PROPERTY We may use any information or content about you including your intellectual property (such as your trademarks, copyright, business name, logo, service marks, trade names or URL) for the purposes of advertising and promoting the Program, the Shop Small movement and American Express in any media anywhere worldwide. By participating in the Program, you give us a license to use your intellectual property on a non-exclusive basis for this purpose in perpetuity. We will not seek any further permission or prior approval from you if we use your intellectual property for this purpose. 7.0 YOU ARE LIABLE TO AMERICAN EXPRESS & OUR PARTNERS If you breach these Participation Terms, you agree to indemnify and defend American Express and its related bodies corporate, and any of its partners who provide services in relation to the Program (such as advertising and marketing partners and website operators) (all Indemnified Parties ) from and against any and all costs or damages (including court costs and reasonable legal fees) resulting from any action, claim or demand that may be made or brought against an Indemnified Party arising out of or relating to your breach of these Participation Terms. For the avoidance of doubt, if an Indemnified Party suffers any loss or damage as a result of your breach of these Participation Terms, you are responsible for those losses and that Indemnified Party shall be entitled to recover them from you. 8.0 LICENSE TO USE AMERICAN EXPRESS INTELLECTUAL PROPERTY We license our intellectual property (including trademarks and copyright) strictly for the purpose of you producing, downloading and using Marketing Assets for the Program and only in accordance with these Participation Terms. This license ends at the end of the Program. We may terminate this license earlier in our sole discretion (for example, we may do this if you breach these Participation Terms). When the license ends or is terminated, you must stop using the Marketing Assets immediately.
9.0 AMERICAN EXPRESS IS NOT RESPONSIBLE FOR THE PROGRAM We make the Program available complimentary to help you promote your business. You are under no obligation to participate in the Program. Whilst we will use reasonable commercial endeavors to ensure that the Program runs smoothly, we cannot guarantee that you will be able to participate or that our websites, our partners websites or the Program will always be available. From time to time, the Program and our websites may suffer from technical difficulties which could prevent you from registering or participating in the Program fully. We are not liable for any loss or damage you may suffer as a result of your participation, or inability to participate, in the Program. Your use all Marketing Assets is at your own risk and you are responsible for them, as set out in these Participation Terms. American Express makes the Program available "as is" without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or warranties of non-infringement, security, or accuracy. You release and hold harmless American Express and the Indemnified Parties from any loss or damage you suffer arising from or in relation to the Program. 10.0 LIMITATION OF LIABILITY Notwithstanding the provisions above, in no event shall American Express or any Indemnified Party be liable to you for any lost profits or revenues, or other consequential, special, indirect, punitive, exemplary or incidental damages of any kind arising out of or in connection with the Program, even where they are aware of the possibility of such damages. The Indemnified Parties aggregate liability arising out of the Program will not exceed one hundred dollars ($100). Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, the released parties liability will be limited to the fullest extent permitted by applicable law. 11.0 GOVERNING LAW Any and all disputes, claims or actions arising out of or relating to the Program or your participation therein, including the enforcement and interpretation of these Participation Terms, shall be governed by the laws of New South Wales. Each party irrevocably submits to the non exclusive jurisdiction of courts exercising jurisdiction in New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. 12.0 DISPUTES & MEDIATION You and American Express agree that any and all disputes, claims or controversies arising out of or related to 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. 13.0 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. 14.0 CHANGES & CANCELLATION We may change the Program or cancel it at any stage. We may not give you advance notice if we do. We may also terminate your participation in the Program in our absolute discretion. We may do this, for example, if we think you
are in breach of these Participation Terms. Last Modified: 8 August 2016