Terms and Conditions

Partner Terms and Conditions Business Alliance
Amended and Restated as of February 18, 2021 (the “Effective Date”)

The following are the Terms and Conditions (“Agreement”) for the participation of the referring partner company ( “Referring Partner”, or “you") in the Business Alliance program (“collectively referred to as the “Lead Referral Program”) offered by the Global Commercial Services division of American Express Travel Related Services Company, Inc. (“AMEX”, “we”, “our”, and “us”, and together with “Referring Partner”, the “Parties”).

WHEREAS, this Agreement will govern your referral of AMEX products to companies or other organizations with whom you have a business relationship and which you refer to AMEX under the Lead Referral Program.

NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in this Section 1. Other defined terms appear in the body of this Agreement.
a. “Expansion Client Commencement Date” means with respect to the Expansion Client, as defined in Section 5 [Incentive Payment], the date on which the Expansion Client is first tracked by AMEX for either (A) spending on an additional Global Commercial Services Account or (B) for additional spending on an existing Global Commercial Services Account.
b. “Portal” means https://americanexpress.com/businessalliancepartnerportal, or other AMEX sites maintained for the Lead Referral Program.
c. “Global Commercial Services Product” means a commercial product offered by our Global Commercial Services division and set out in Schedule A.
d. “Global Commercial Services Account” means a Global Commercial Services program account established with a Global Commercial Services Product.
e. “New Client Commencement Date” means with respect to the New Client, as defined in Section 5 [Incentive Payment], the date on which the New Client is first tracked by AMEX for spending on the new Global Commercial Services Account.
f. “Referred Client”, Referred Member”, “Lead” or “Leads” means companies who may be interested in applying for or expanding their use of a Global Commercial Services Account.

2.  Referring Partner
a.  Authorized officers of eligible companies can enroll in the Lead Referral Program as a Referring Partner at the Portal.
b.  Only a company in the United States with a federal tax ID number is eligible to be a Referring Partner under the Lead Referral Program.
c.  You represent that you are a business entity organized under the laws of a jurisdiction within the United States or its territories and whose principal place of business is located within the United States or its territories.
d.  You further represent that any employees, agents, or individuals who act pursuant to this Agreement are acting on your behalf (“Individual Referrer”) and are duly authorized to access or use the Portal and to legally bind you to this Agreement and all transactions conducted in your name. Each Individual Referrer who refers Leads under the Lead Referral Program must have an individual username and password.

3. Leads
a. You hereby agree to refer Leads by submitting them in the Portal for our solicitation of the Lead for application for either (i) a new Global Commercial Services Account or (ii) expansion of their use of an existing Global Commercial Services Account.
b. You agree to assist us in solicitation of a Lead, including but not limited to, by submitting the Lead Submission Form found at the Portal carefully and accurately and at our request promptly providing additional information known to you about the Lead.
c. We will in our sole discretion decide whether to solicit a Lead, and we will in our sole discretion approve or reject applications from a Lead in accordance with our procedures.

4. Qualified Lead
a. A "Qualified Lead" must meet the following eligibility criteria: (1) either (i) must not currently be an American Express Global Commercial Services customer (except with respect to consumer products) or (ii) a current Global Commercial Services customer seeking (A) to add an additional Global Commercial Services Account not previously implemented or (B) to expand their use of an existing Global Commercial Services Account, (2) must not have been submitted as a referral within the last year through any internal or external American Express lead referral program, and (3) must have a business relationship with the Referring Partner.
b. Notwithstanding the above, AMEX has sole discretion regarding acceptance of all Leads, including Qualified Leads.

5. Incentive Payment
a. A one-time incentive payment (“Incentive Payment”) will be issued only for a Qualified Lead that either (i) becomes a Global Commercial Services customer in the United States (a “New Client”) and spends on the Global Commercial Services Account within one year after the New Client Commencement Date or (ii) is a current Global Commercial Services Account customer in the United States that (A) adds an additional Global Commercial Services Account and spends at least $750,000 on such account, or (B) expands their use of an existing Global Commercial Services Account by more than $750,000 (collectively, “Expansion Client”) within one year after the Expansion Client Commencement Date.
b. Only a New Client or an Expansion Client, respectively, referred through the Portal shall lead to the Incentive Payment.
c. The Incentive Payment will be paid to the Referring Partner, upon your prior selection, by either ACH transfer or PayPal to an account identified by the Referring Partner. The payment via ACH transfer or PayPal will be made via Impact Radius and separate additional terms will apply.
d. The amount of the Incentive Payment for referred New Clients shall be based on:
1. the estimated annual charge volume for the New Client, determined by AMEX in its sole discretion on the New Client Commencement Date (“Booked New Annual Charge Volume”); and
2. the incentive table for the Lead Referral Program the Referring Partner is registered in as shown in Exhibit 1 [Incentive Tables By Lead Referral Program for New Clients].
For purposes of this sub-section (d), AMEX will calculate the Booked New Annual Charge Volume in the following manner: AMEX will take the New Client’s aggregated amount of charges incurred on the Global Commercial Services Account for the three-month period commencing on the New Client Commencement Date (the "New Volume"), and multiply such New Volume by 4. 
e. The amount of the Incentive Payment for referred Expansion Clients shall be based on:
1. With respect to those Expansion Clients that have added an additional Global Commercial Services Account to an existing Global Commercial Services Account, the amount of the Incentive Payment will be calculated as follows:
A. the estimated annual charge volume incurred on the additional Global Commercial Services Account, determined by AMEX in its sole discretion, on the Expansion Client Commencement Date (“Booked Expanded Annual Charge Volume”); and
B. the incentive table for the Lead Referral Program the Referring Partner is registered in as shown in Exhibit 2 [Incentive Tables by Lead Referral Program for Expansion Clients].
For purposes of this sub-section (e)(1), AMEX will calculate the Booked Expanded Annual Charge Volume in the following manner: AMEX will take the Expansion Client’s aggregated amount of charges incurred on the additional Global Commercial Services Account for the three-month period commencing on the Expansion Client Commencement Date (the “New Expansion Volume”), and multiply such New Expansion Volume by 4.
2. With respect to those Expansion Clients that have expanded their use of an existing Global Commercial Services Account:
A. the estimated annual expansion charge volume incurred on the existing Global Commercial Services Account, determined by AMEX in its sole discretion, on the Expansion Client Commencement Date (“Booked Expanded Annual Charge Volume”); and
B. the incentive table for the Lead Referral Program the Referring Partner is registered in as shown in Exhibit 2 [Incentive Tables by Lead Referral Program for Expansion Clients].

For purposes of this sub-section (e)(2), AMEX will calculate the Booked Expanded Annual Charge Volume in the following manner:
(i) First, AMEX will determine the average monthly charge volume incurred on the existing Global Commercial Services Account (“Monthly Hurdle Volume”) by comparing the average monthly charge volume incurred during the three-month period prior to the Expansion Client Commencement Date against the average monthly charge volume incurred during the 12-month period prior to the Expansion Client Commencement Date. The greater amount shall be considered the Monthly Hurdle Volume.

(ii) Second, for each month during the three-month period commencing on the Expansion Client Commencement Date (“Quarterly Expansion Period”), AMEX will take the Expansion Client’s aggregated amount of charges incurred on the existing Global Commercial Services Account for each month (“Monthly Expansion Volume”) and subtract the respective Monthly Expansion Volume by the Monthly Hurdle Volume to determine the monthly growth volume for each of the three months (each, a “Monthly Growth Volume”).

(iii) Third, AMEX will then calculate the sum of each of the three (3) Monthly Growth Volume incurred during the Quarterly Expansion Period to determine the quarterly growth volume (“Quarterly Growth Volume”).

(iv) Fourth, AMEX will multiply such Quarterly Growth Volume by 4 to determine the Booked Expanded Annual Charge Volume for such Expansion Client.

f. An Incentive Payment will be made within approximately 180 days after spending occurs on the New Client’s or Expansion Client’s respective Global Commercial Services Account, subject to AMEX verification in its sole discretion.
g. Incentive Payments are only paid to Company, and not to Individual Referrers.
h. A single Incentive Payment shall be paid for each Global Commercial Services Account, regardless of the number of card members under the Global Commercial Services Account.
i. No additional Incentive Payment shall be due for any additional Global Commercial Services Accounts that are established for (i) such New Client after the New Client Commencement Date or (ii) such Expansion Client after the Expansion Client Commencement Date.
j. Other than the applicable Incentive Payments set forth herein that are payable to you, no other payments or fees shall be paid or owed by AMEX under this Agreement.
k. Furthermore, if AMEX determines at any time that you or your representative, employee, member or an Individual Referrer provided false information regarding your or their eligibility for or authorization to enter into the Lead Referral Program, or regarding a Qualified Lead, then AMEX reserves the right to deem you to be ineligible for the Lead Referral Program and shall have no obligation to pay any Incentive Payment.
l. If AMEX learns, after having paid an Incentive Payment hereunder, that you or your representatives, employees, members or Individual Referrers have provided false information to AMEX, then you shall promptly repay such Incentive Payment to AMEX at AMEX’s request.
m. During the term of this Agreement, AMEX shall have an ongoing right to request, and you shall have the obligation to promptly provide upon such request, verification that the Authorizing Officer who signed this Agreement is authorized to act on behalf of Referring Partner and the Referring Partner’s inclusion in the Lead Referral Program is valid.

6. Confidential Information.
a. Confidential Information. In connection with the Lead Referral Program, it is possible that AMEX or you (the “Disclosing Party"), or the respective employees, agents or subcontractors of the Disclosing Party, may disclose to the other party (the “Receiving Party”), certain non-public, commercially proprietary or sensitive information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities of the Disclosing Party or its subsidiaries or affiliates, or their respective employees, customers or third party suppliers or contractors, including technical, marketing, financial, employee, planning, and other confidential or proprietary material or information of the other party hereto (“Confidential Information”).
b. Duty of Care. The Receiving Party will hold such Confidential Information in trust and confidence for the Disclosing Party and, except as set forth in this Agreement or as otherwise may be authorized by the Disclosing Party in writing, will not disclose such information to any person, firm or enterprise. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will treat all Confidential Information of the Disclosing Party with the same degree of care that the Receiving Party treats its own confidential or proprietary information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s employees, and to any of the Receiving Party’s contractors who are bound to the Receiving Party by confidentiality obligations substantially equivalent to those set forth in this Section, solely as required in order for the Receiving Party to perform under this Agreement, or in the case of AMEX, as and to the extent necessary for the conduct of its business or to the extent necessary for performance of services for AMEX. AMEX may disclose Company’s Confidential Information to its professional advisors, and to the employees and contractors of its parent, subsidiaries and affiliates. Except as expressly stated herein, Company shall not resell, assign, or permit any third-party access to AMEX’s Confidential Information, any other AMEX data, or AMEX systems.
c. Exclusions. Information shall not be considered “Confidential Information” to the extent, but only to the extent, that such information: (i) was already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party;(ii) is subsequently learned from an independent third party free of any restrictions and without breach of this Agreement or any other agreements; (iii) is or becomes publicly available through no wrongful act of the Receiving Party; (iv) is independently developed by the Receiving Party without reference to any Confidential Information.
d. Required Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under applicable law, rule or order, provided that the Receiving Party, where reasonably practicable and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that the Receiving Party discloses no more Confidential Information of the disclosing Party than is reasonably necessary in order to respond to the required disclosure.
e. Breach or Threatened Breach. In the event of a breach or threatened or attempted breach of the Receiving Party’s obligations with respect to Confidential Information, the Disclosing Party may have no adequate remedy in damages and, accordingly, may immediately seek injunctive relief against such breach or threatened or attempted breach.
f. Return of Confidential Information. Each party may retain copies of the Confidential Information, as applicable, to the extent required to comply with applicable legal and regulatory requirements. Such Confidential Information, as applicable, will remain subject to the terms and conditions herein. Otherwise, at the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party agrees to promptly:(a) return to the Disclosing Party the Confidential Information (and in the case of AMEX as the Disclosing Party, all documentation, information, specifications, and data related to the Agreement, even if not Confidential Information); or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.

7. Representations and Warranties. You acknowledge that under the Lead Referral Program, you are an independent contractor of AMEX. Furthermore, you warrant, represent and covenant that you are a legal business entity and have the legal authority to enter into binding contracts with third parties, and that any Individual Referrers are current employees or representatives of you or of your members and whom you have authorized to participate in the Lead Referral Program on your behalf during the term of this Agreement. You also represent and warrant that you do and will cause your Individual Referrers to comply with all applicable laws, rules and regulations with respect to participation in the Lead Referral Program, including, but not limited to, laws related to the use, disclosure and/or export of technical or personal data and dealings with users providing such data. You will, and cause your Individual Referrers to, only use the Lead Referral Program and the Portal with content and data for which you and your Individual Referrers, as applicable, have all necessary rights. Specifically, you also represent and warrant that you have the right to provide AMEX and its affiliates and their third party contractors with any personally identifiable information included with each referral of a Client, and you have provided notice of your enrollment in the Lead Referral Program to your employees and other individuals authorized by you to participate in the Lead Referral Program and to your members. You acknowledge and agree that all Incentive Payments paid by AMEX under the Lead Referral Program are made solely to you and are your sole property. You acknowledge and agree to assume full responsibility for any and all federal, state and local income taxes, sales taxes, applicable payroll taxes, tax information reporting, and tax withholding obligations that may arise as a result of your receipt or use of Incentive Fees. You represent and warrant that:
a. you have full power and authority to enter into and perform this Agreement;
b. you are at least 18 years of age and of full legal age in your state of residence;
c. your agreement to the terms and conditions of this Agreement and performance of this Agreement does not violate, conflict with, or result in a breach of, or default under, any other contract or agreement to which you are a party, or by which you are bound;
d. you are an authorized representative of the entity entering into this Agreement; you have authority to bind such entity to this Agreement; and,
e. all information provided by you and individuals on your behalf is true, complete and accurate.

8. Indemnification. You agree to defend, indemnify and hold harmless AMEX, its parent, its direct and indirect subsidiaries and affiliates and their agents, employees, representatives, licensors and third-party suppliers (each, an “AMEX Party”) from any third party (including Individual Referrers for purposes of this Section) claims, liabilities, losses or damages (including, without limitation, reasonable attorney’s fees) asserted against an AMEX Party and based upon or arising out of your or any Individual Referrers" participation in the Lead Referral Program and any use of the Portal or any failure to perform, or negligent or wrongful performance of, any of your or any Individual Referrers’ obligations or duties under this Agreement or your or any user’s breach of a representation or warranty in this Agreement.

9. Limitation of Liability. IN NO EVENT WILL AMEX’S LIABILITY FOR ANY CLAIMS, DAMAGES, LAWSUITS, LOSSES OR CAUSES OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) exceed the greater of: (i) the combined total of amounts of Incentive Payments paid by us to you pursuant to the terms of this Agreement, in the twelve (12) month period immediately preceding the event giving rise to such liability; or (ii) one hundred thousand dollars ($100,000), regardless of the basis of the claim or cause of action. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW, NONE OF AMEX, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, THIRD-PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOSS OF PROFITS, OR LOSS OF BUSINESS), ARISING FROM THIS AGREEMENT OR RELATING TO THE OBLIGATIONS HEREUNDER, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. YOU AND AMEX AGREE THAT LOST PROFITS DO NOT CONSTITUTE DIRECT DAMAGES.

10. Term / Termination. This Agreement shall commence on the date you begin to participate in the Lead Referral Program. AMEX may terminate this Agreement at any time upon written notice to you. You may terminate this Agreement at any time upon sixty (60) days’ prior written notice to AMEX. Either party may terminate this Agreement immediately without further notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.

11. Survival. Any provision of this Agreement, which contemplates performance or observance subsequent to termination or expiration of this Agreement (including, without limitation, confidentiality, limitation of liability and indemnification provisions) will survive termination or expiration of this Agreement and continue in full force and effect.

12. Entire Agreement / Amendments. This Agreement is the entire agreement between the parties, and supersedes any previous oral or written agreement relating to the subject matter hereof. AMEX reserves the right to change this Agreement at any time and for any reason, including, without limitation, systemic changes or changes which may affect its Global Commercial Services Account client base. AMEX shall provide you with notice of any changes to this Agreement at least thirty (30) days prior to the Effective Date of such changes. Any modifications to this Agreement will only affect your and our respective rights and obligations from the Effective Date in this Agreement and thereafter. You shall be bound by such changes if (i) AMEX is not notified in writing within fifteen (15) days of the Effective Date of your intent to terminate this Agreement or (ii) if you continue to participate in the Lead Referral Program. Any changes to this Agreement will be retroactive and cover any new Referred Clients referred by you or in your name prior to the effective date of the changes. Notwithstanding the above, in the event AMEX adds new products to the Lead Referral Program, Incentive Fees shall only be payable for any such new products after the date that AMEX has added such products to the Lead Referral Program.

13. Governing Law. You agree that this Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York (without giving effect to the conflict of laws principles other than Section 5-1401 of the New York General Obligations Law)

14. Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any claims under any statute or regulation (“Disputes”), shall be submitted to mediation and if the matter is not resolved through mediation within forty-five (45) days from such submission, it shall be submitted for binding arbitration upon the demand of either party. 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 or JAMS, upon the election of the party asserting the Dispute. In the event of any inconsistency between this Section and any rule of the arbitration organization, this Section will control. Except as otherwise provided for herein, neither party will have the right to litigate Disputes. 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 ENTITIES SIMILARLY SITUATED. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the parties of this Agreement alone, and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by either party against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision shall be given preclusive effect as to issues or claims in any Dispute with anyone who is not a party to the arbitration. The parties agree that the arbitrator’s decision shall be final and binding. Should any portion of this Section regarding the arbitrator’s authority to resolve Disputes between the parties of this Agreement be stricken from this Agreement or deemed otherwise unenforceable, then this entire Section shall be stricken from this Agreement. The provisions of this 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 incurred in obtaining the enforcement of this provision to be paid to the party against whom enforcement is ordered. Either party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in this Agreement. The mediation/arbitration proceedings and all documentation and/or information related to such processes shall be deemed confidential. This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended.

15. Time Limit on Actions. Any claim or cause of action by you arising out of or related to this Agreement must be filed by you within one (1) year after such claim or cause of action arose or forever be barred.

16. Notices. Except as may otherwise be stated in this Agreement, notice to us must be sent by postal mail to: General Counsel’s Office, Chief Litigation Office, World Financial Center, American Express Tower, 200 Vesey Street, 49th floor, New York, New York 10285. For questions and other purposes concerning the Lead Referral Program, we may be reached at PartnershipHelpDesk@aexp.com.

You agree that we may provide any notice, disclosure or other communication related to this Agreement to you by any lawfully permitted electronic means, including (i) by posting it on the Portal, (ii) emailing it to an email address that you have provided us, (iii) making it available to you on the Portal or other American Express website through a link provided on an email or communication or (iv) mailing it to any postal address that you have provided us by U.S. mail or courier. Communications sent to you electronically will be effective the earlier of when (i) we send it to you, or (ii) send or otherwise provide you with notice that the communication has been posted on the Portal or other American Express website. Without limiting any other Section of this Agreement, we reserve the right to terminate your use of the Portal and participation in the Lead Referral Program if you withdraw your consent to receive electronic communications.

17. Force Majeure. AMEX will not be liable for any delay, failure in performance, loss or damage due to fire, explosions, power blackouts, earthquakes, floods, the elements, strikes, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, terrorism or other causes similar to the foregoing (“Force Majeure Events”).

18. No Waiver. Failure by AMEX to enforce any term or conditions of this Agreement will not be a waiver of the right to later enforce such term or condition, or any other term or condition, of this Agreement.

19. Assignment. This Agreement may not be assigned by you, in whole or in part, whether voluntarily or by operation of law (including by way of sale of assets, merger, consolidation, or otherwise), without our prior written consent. Any purported assignment by operation of law is voidable in our sole discretion. Except as otherwise specified in this Agreement, this Agreement binds, and inures to the benefit of, the parties and their respective successors and permitted assigns.

20. Invalidity. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. If any provision of this Agreement conflicts with any applicable law or regulation, such provision shall be deemed to be modified or deleted so as to be consistent with such law or regulation in a manner closest to the intent of the original provision of this Agreement.

21. Third-Party Beneficiary. Except for AMEX affiliates, no third party will be a beneficiary of this Agreement.

22. Electronic Agreement. You agree to the use of electronic records and signatures in the execution and performance of this Agreement.

Schedule A
1. American Express ® Corporate Green Card
2. American Express ® Corporate Gold Card
3. American Express ® Corporate Platinum ® Card
4. American Express Corporate Centurion ® Card
5. American Express Business Extra® Corporate Card
6. American Express Business Travel Account (BTA)
7. American Express ® Corporate Meeting Card (CMC)
8. American Express ® Corporate Purchasing Card Account (CPC)
9. vPayment from American Express
10. American Express Buyer Initiated Payments (BIP)
11. The Business Platinum Card®
12. American Express ® Business Gold Card
13. The Plum Card®