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Provisions.
<br />g. Assignment. You shall not assign the Agreement, whether voluntarily or by operation of law (including by way of sale of
<br />assets, merger, or consolidation), without our prior written consent. Any purported assignment by operation of law is
<br />voidable in our sole discretion. We may assign the Agreement without your consent. Except as otherwise specified
<br />herein, the Agreement binds, and inures to the benefit of, the parties and their respective successors and permitted
<br />assigns.
<br />h. Waiver; Cumulative Rights. Either party's failure to exercise any of its rights under the Agreement, its delay in enforcing any
<br />right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course
<br />of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of the
<br />Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.
<br />All rights and remedies of the parties are cumulative, not alternative.
<br />i Savings Clause. Other than as set forth in the last sentence of section 7.c above, if any provision of the Agreement is held
<br />by a court of competent jurisdiction to be illegal or unenforceable, that provision shall be replaced by an enforceable provision
<br />most closely reflecting the parties' intentions, with the balance of the Agreement remaining unaffected.
<br />j. Amendments. We reserve the right to change the Agreement at any time (including by amending any of its provisions,
<br />adding new provisions, or deleting or modifying existing provisions) on at least ten days' prior notice to you, provided that
<br />we shall change the Merchant Regulations pursuant to the following provisions. You agree to accept all changes (and
<br />further to abide by the changed provisions in the Merchant Regulations) as a condition of your agreement to accept the
<br />Card. We are not bound by any changes that you propose in the Agreement, unless we expressly agree in a writing
<br />signed by our authorized representative. An e-mail does not constitute such a signed writing.
<br />(1) Scheduled Changes. The Merchant Regulations are published twice each year, in April and October. We have
<br />the right to, and hereby notify you that we may, change the provisions of the Merchant Regulations in scheduled
<br />releases (sometimes called "Notification of Changes" in our materials) as follows:
<br />• a release of scheduled changes, to be published every April, which changes shall take effect in the
<br />following October (or in a later) edition of the Merchant Regulations or during the period between two
<br />editions of the Merchant Regulations, and
<br />• a release of scheduled changes, to be published every October, which changes shall take effect in the
<br />following April (or in a later) edition of the Merchant Regulations or during the period between two editions
<br />of the Merchant Regulations.
<br />Where a change is to take effect during the period between two editions of the Merchant Regulations, we shall
<br />also include the change in the edition of the Merchant Regulations covering the period during which the change
<br />shall take effect, noting the effective date of the change therein.
<br />(2) Unscheduled Changes. We also have the right to, and hereby notify you that we may, change the provisions of
<br />the Merchant Regulations in separate unscheduled releases, which generally shall take effect ten days after
<br />notice to you (unless another effective date is specified in the notice)
<br />k. Entire Agreement. The Agreement is the entire agreement between you and us regarding the subject matter hereof and
<br />supersedes any previous agreements, understandings, or courses of dealing regarding the subject matter hereof.
<br />1. Disclaimer of Warranties. WE DO NOT MAKE AND HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS,
<br />WARRANTIES, AND LIABILITIES, WHETHER EXPRESS, IMPLIED, OR ARISING BY LAW OR FROM A COURSE OF
<br />DEALING OR USAGE OF TRADE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT.
<br />M. No Third-Party Beneficiaries. The Agreement does not and is not intended to confer any rights or benefits on any
<br />person that is not a party hereto and none of the provisions of the Agreement shall be enforceable by any person other
<br />than the parties hereto, their successors and permitted assigns.
<br />n. Press Releases. You shall not issue any press release or make any public announcement (or both) in respect of the
<br />Agreement or us without our prior written consent.
<br />o. Independent Contractors. You and we are independent contractors. No agency, partnership, joint-venture, or
<br />employment relationship is created between the parties by the Agreement. Each party is solely responsible for its own
<br />acts and omissions and those of its respective agents, employees, representatives, and subcontractors in connection
<br />with the Agreement.
<br />AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
<br />By:
<br />Kim C. Goodman
<br />Executive Vice President, Merchant Services US
<br />201108 MTPA Terms and Conditions Page 33 of 35 CONFIDENTIAL
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