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device bearing our or our Affiliates' Marks and issued by an Issuer or (ii) a Card Number.
<br />• Cardmember means an individual or Entity (i) that has entered into an agreement establishing a Card account with an Issuer or (ii)
<br />whose name appears on the Card.
<br />• Charge means a payment or purchase made on the Card. Card Present Charge means a Charge for which the Card is presented at
<br />the point of sale. Card Not Present Charge means a Charge for which the Card is not presented at the point of sale (e.g., Charges by
<br />mail, telephone, fax or the Internet), is used at unattended Establishments (e.g., customer activated terminals, called CATS), or for
<br />which the transaction is key-entered. Disputed Charge means a Charge about which a claim, complaint, or question has been
<br />brought.
<br />• Chargeback (sometimes called "full recourse" or "Full Recourse" in our materials), when used as a verb, means our reimbursement
<br />from you for the amount of a Charge subject to such right; when used as a noun, means the amount of a Charge subject to
<br />reimbursement from you. Immediate Chargeback (sometimes called "Immediate Full Recourse" in our materials) means our right to
<br />Chargeback immediately and irrevocably without first contacting you or sending you an Inquiry and for which you have no right to
<br />present any written response to dispute the Chargeback.
<br />• Claim means any claim (including initial claims, counterclaims, cross-claims, and third party claims), dispute, or controversy between
<br />you and us arising from or relating to the Agreement or prior Card acceptance agreements, or the relationship resulting therefrom,
<br />whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory,
<br />including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of the
<br />Agreement or prior Card
<br />acceptance agreements or the relationship resulting therefrom.
<br />• Credit means the amount of the Charge that you refund to Cardmembers for purchases or payments made on the Card.
<br />• Discount means the amount that we charge you for accepting the Card, which amount is: (i) a percentage (Discount Rate) of the
<br />face amount of the Charge that you submit; or a flat Transaction fee, or a combination of both; and/or (ii) a Monthly Flat Fee (if you
<br />meet our requirements).
<br />• Entity means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization.
<br />• Establishments means any or all of your and your Affiliates' locations, outlets, websites,
<br />online networks, and all other methods for selling goods and services, including methods that you adopt in the future.
<br />• General Provisions means the provisions set out in this document other than in Schedule A or any other accompanying schedule or
<br />exhibit hereto.
<br />• Marks mean names, logos, service marks, trademarks, trade names, taglines, or other proprietary designs or designations.
<br />• Merchant Regulations means the American Express Merchant Regulations - U.S., which are available at
<br />www.americanexpress.com/merchantpolicy and can be accessed by entering your Merchant Number.
<br />• Merchant Number (sometimes called the "Merchant ID" or "Establishment" or "SE" number in our materials) means the unique ten-
<br />digit number we assign to your Establishment; if you have more than one Establishment, we may assign to each a separate
<br />Merchant Number.
<br />• Other Agreement means any agreement, other than the Agreement, between (i) you or any of your Affiliates and (ii) us or any of our
<br />Affiliates.
<br />• Other Payment Products mean any charge, credit, debit, stored value or smart cards, account access devices, or other payment
<br />cards, services, or products other than the Card.
<br />• Reserve means a fund established and/or collateral held by us as security for your or any of your Affiliates' obligations to us or any
<br />of our Affiliates under the Agreement or any Other Agreement.
<br />• We, our, and us mean American Express Travel Related Services Company, Inc.
<br />• You and your (sometimes called the "Merchant", "Service Establishment," or "SE" in our materials) mean the Entity accepting the
<br />Card under the Agreement, and its Affiliates
<br />conducting business in the same industry.
<br />d. List of Affiliates. You must provide to our agent a complete list of your Affiliates conducting business in your industry and
<br />notify our agent promptly of any subsequent changes in the list.
<br />ACCEPTING THE CARD
<br />a. Acceptance. You must accept the Card as payment for all goods and services sold at all of your Establishments, except
<br />as otherwise expressly specified in the Merchant Regulations. You agree that the provisions of Chapter 3 (Card Acceptance)
<br />of the Merchant Regulations are reasonable and necessary to protect the Cardmember's choice of which Card to use and
<br />that charge and credit Cards, including corporate Cards, are interchangeable. You are jointly and severally liable for the
<br />obligations of your Establishments under the Agreement.
<br />b. Transaction Processing and Payments. Our Card acceptance, processing, and payment requirements are set forth in
<br />the Merchant Regulations. Some requirements are summarized here for ease of reference, but do not supersede the
<br />provisions in the Merchant Regulations.
<br />i. Format. You must create a Charge Record for every Charge and a Credit Record for every Credit that comply with our
<br />requirements, as described in the Merchant Regulations. You may create multiple Charge Records for a single purchase
<br />placed on different Cards, but you must not create multiple Charge Records for a single purchase to the same Card, by
<br />dividing the purchase into more than one Charge.
<br />ii. Authorization. You must obtain from and submit to us an Authorization Approval code for all Charges. Authorization
<br />does not guarantee that we will accept the Charge without exercising Chargeback, nor is it a guarantee that the person
<br />making the Charge is the Cardmember or that you will be paid.
<br />iii. Submitting Charges and Credits. Your Establishments must submit Charges and Credits in U.S. dollars. You must not
<br />issue a Credit when there is no corresponding Charge. You must issue Credits to the Card account used to make the
<br />original purchase, except as otherwise expressly specified in the Merchant Regulations.
<br />iv. Payment for Charges. We will pay you, through our agent, according to your payment plan in U.S. dollars for the face
<br />amount of Charges submitted from your Establishments less: (i) the Discount, (ii) any amounts you owe us or our Affiliates,
<br />(iii) any amounts for which we have Chargebacks, and (iv) any Credits you submit. Your initial Discount is indicated in the
<br />Agreement or otherwise provided to you in writing by us In addition to your Discount we may charge you additional fees
<br />and assessments, as listed in the Merchant Regulations. We may adjust any of these amounts and may change any
<br />other amount we charge you for accepting the Card.
<br />v. Chargeback. We and our agent have Chargeback rights, as described in the Merchant Regulations. We and our agent may
<br />Chargeback by deducting, withholding, recouping from, or offsetting against our payments to you (or debiting your Account), or
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