American Express Partners Plus - Terms Of Use

THESE TERMS OF USE GOVERN YOUR USE OF AMERICAN EXPRESS PARTNERS PLUS, AMEX BANK OF CANADA'S (“AMEX BANK”) LEAD GENERATION REFERRAL SYSTEM (“PARTNERS PLUS”). YOU MUST READ AND UNDERSTAND THESE TERMS OF USE BEFORE CONNECTING TO PARTNERS PLUS. YOUR USE OF PARTNERS PLUS MEANS THAT YOU HAVE READ AND AGREE TO THESE TERMS OF USE, WHICH WILL BE BINDING ON YOU. AGREEMENT TO THE TERMS OF USE IS REQUIRED FOR USE OF, AND ACCESS TO, PARTNERS PLUS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, THEN YOU CANNOT PROCEED TO USE OR GAIN ACCESS TO THE PARTNERS PLUS. BY CLICKING AND ACCEPTING THE TERMS OF USE ON THE PARTNERS PLUS PORTAL, YOU ACKNOWLEDGE HAVING READ, UNDERSTOOD AND BE BOUND BY THE FOLLOWING TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST IMMEDIATELY STOP USING THE SERVICE AND NOTIFY US THAT YOU ARE TERMINATING YOUR SERVICE.

  1. Company Agreement. You acknowledge that you are aware of and agree to be bound by the terms and conditions of the agreement entered into between your organization and Amex Bank in connection with the lead submission partnership between Amex Bank and your organization pursuant to which members of your organization submit lead referrals for Amex Bank commercial cards to Amex Bank (the “Lead Referral Agreement”). If there is a conflict between any provision of these Terms of Use and any provision of the Lead Referral Agreement, the relevant provision of the Lead Referral Agreement is to prevail.
  2. Equipment and Software Requirements. In order to use Partners Plus, your equipment and software must meet the minimum requirements communicated by Amex Bank to you from time to time. This includes ensuring that your operating system and web browser is current. Unless you update your equipment and software, it may cease to be adequate to access Partners Plus in which case your sole and exclusive remedy is to discontinue your use of Partners Plus.
  3. Access to Partner Plus. You acknowledge that access to Partners Plus is controlled and administered by Amex Bank and granting of access to Partners Plus requires an Amex Bank sponsor. The Amex Bank sponsor is responsible to provide your organization with a passcode permitting your organization and members of your organization to access Partners Plus, which must be authorized by Amex Bank.
  4. Use of Partners Plus. You must comply with applicable laws and adhere to Amex Bank's security policies as communicated by Amex Bank to you from time to time. Without limitation, you may not use Partners Plus (including any related equipment) to directly or indirectly:
    1. Access any IP addresses that you do not have specific approval to access including use of Partners Plus in such a manner to gain unauthorized entry or access to computer systems or networks you are not authorized to access or attempt to gain unauthorized entry or access to any password-protected or restricted areas of Amex Bank's computer or network systems;
    2. Copy, distribute, sublicense or otherwise make available any software we provide or make available to you;
    3. Alter, modify or tamper with Partners Plus (including the any related equipment);
    4. Restrict, inhibit or interfere with the ability of any person to use Partners Plus, or create an unusually large burden on Partners Plus, including without limitation, posting, uploading, transmitting or otherwise making available information or software containing a virus, lock, key, bomb, worm, trojan horse or other harmful, limiting, destructive or debilitating feature; distributing mass or unsolicited e-mail (“spam”); or otherwise generating levels of traffic sufficient to impede others' ability to send or retrieve information;
    5. Disrupt any backbone network nodes or network service, or otherwise restrict, inhibit, disrupt, or impede our ability to monitor or use Partners Plus; and
    6. Interfere with computer networking or telecommunications service to or from any Internet user, host or network, including but not limited to denial of service attacks, overloading a service, improper seizure or abuse of operator privileges (“hacking”) or attempting to “crash” a host.
  5. Virus Protection. You acknowledge that your organization uses commercially available anti-spyware software and antivirus checking software of the highest generally accepted industry standard, patched to the latest signature file, to scan and check for viruses to minimize the risk of transmitting a virus to Amex Bank when using Partners Plus.
  6. Passwords. You have been issued a User ID and password combination in order to access Partners Plus. You must keep your UserID and password secret and you are solely responsible for the safekeeping and security of your UserID and password. Amex Bank is not responsible for any loss or damage suffered as a result of any unauthorized use of your User ID and password.
  7. Non-transferable. Your right to use Partners Plus is not transferable. Any password or right given to you to use Partners Plus is not transferable.
  8. Illegal Activity. The use of Partners Plus for any activity that violates any municipal, provincial, federal or international law, order or regulation is a violation of these Terms of Use. You assume all risks regarding the determination of whether material is in the public domain.
  9. Security. You are responsible for any misuse of Partners Plus, even if the inappropriate activity was committed by an employee, independent contractor, consultant, agent, worker or any other person with access to Partners Plus through your computer or your account. Therefore, you must take steps to ensure that others do not gain unauthorized access to Partners Plus. Partners Plus may not be used to breach the security of another user or to attempt to gain access to any other person's computer, software or data, without the knowledge and consent of such person. Additionally, Partners Plus may not be used in any attempt to circumvent the user authentication or security of any host, network, or account, including without limitation, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security, such as password guessing programs, cracking tools, packet sniffers or network probing tools, is prohibited. You may not disrupt Partners Plus. Partners Plus also may not be used to interfere with computer networking or telecommunications Network to any user, host or network, including without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abuse of operator privileges and attempts to “crash” a host. The transmission or dissemination of any information or software that contains a virus or other harmful feature is also prohibited. You are solely responsible for the security of any device you choose to connect to Partners Plus, including any data stored on that device.
  10. Your Responsibility for Security. You are solely responsible for taking necessary precautions to protect yourself and your equipment, software, files and data against any risks inherent in the use of the Internet. Amex Bank is not liable for any claims, losses, actions, damages, suits or proceedings relating to your failure to take appropriate security measures when using Partners Plus.
  11. Termination Rights. Amex Bank may terminate these Terms of Use at any time without notice to you.
  12. Network Provided “As Is”. PARTNERS PLUS AND ANY SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. WITHOUT LIMITATION, AMEX BANK DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, UNINTERRUPTED USE OF OR OPERATION OF PARTNERS PLUS, YOUR CONNECTION TO PARTNERS PLUS OR ANY SOFTWARE PROVIDED BY AMEX BANK OR ITS RESPECTIVE LICENSORS. YOU BEAR THE ENTIRE RISK AS TO USE OF PARTNERS PLUS, EQUIPMENT AND ANY SOFTWARE AND THE AVAILABILITY, ACCURACY, RELIABILITY, TIMELINESS, QUALITY AND PERFORMANCE OF PARTNERS PLUS, EQUIPMENT, AND ANY SOFTWARE AND THE RESULTS OBTAINED FROM USE OF PARTNERS PLUS, EQUIPMENT AND ANY SOFTWARE. AMEX BANK DOES NOT WARRANT THAT ANY DATA SENT BY OR TO YOU (WHETHER BY E-MAIL OR OTHERWISE) WILL BE TRANSMITTED, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. AMEX BANK DOES NOT MAKE EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS (INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO PARTNERS PLUS, EQUIPMENT, ANY SOFTWARE OR ANY MERCHANDISE, INFORMATION OR SERVICE AVAILABLE ON THE INTERNET OR THROUGH PARTNERS PLUS. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AMEX BANK OR FROM PARTNERS PLUS CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
  13. Indemnification. You will indemnify and hold harmless Amex Bank and its affiliates, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) from and against any claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by Amex Bank or our affiliates, licensors, suppliers or agents relating to:
    1. Your breach of any term, condition, representation or warranty of these Terms of Use or any applicable policy or guideline;
    2. Your use of or inability to use Partners Plus;
    3. Any content, or software submitted, displayed, posted or distributed by you using Partners Plus; or
    4. Your violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party.
  14. Limitation of Liability. Under no circumstances will Amex Bank be liable to you or to any third party for
    1. Any direct, indirect, incidental, special, punitive or consequential losses or damages, including: loss of profits; loss of earnings; loss, theft, destruction, interception, mis-delivery or alteration of data or other information; loss of business opportunities; property damage; personal injuries (including death); or any other foreseeable or unforeseeable loss resulting directly or indirectly out of these Terms of Use, Partners Plus, any equipment or software, or any oral or written statements, advertisements or promotions relating to these Terms of Use or to Partners Plus, even if Amex Bank was advised of the possibility of damages or was negligent; and
    2. Any losses, claims, damages, expenses, liabilities or costs (including legal fees and court costs) resulting directly or indirectly out of any claim that the use or intended use of Partners Plus, any equipment or software infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other industrial or intellectual property rights or contractual rights of any third party.
    These limits apply to any act or omission of Amex Bank, its respective officers, employees, affiliates, agents or suppliers, whether or not the acts or omissions would otherwise give rise to claims or causes of action in contract, tort, pursuant to statute or pursuant to any other doctrine of law.
  15. Arbitration. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to:
    1. These Terms of Use;
    2. Partners Plus;
    3. Oral or written statements, advertisements or promotions relating to these Terms of Use or to Partners Plus; or
    4. The relationships that result from these Terms of Use (including relationships with third parties who are not signatories to these Terms of Use) (collectively the “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). You waive any right you may have to commence or participate in any class action against Amex Bank related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Amex Bank.
  16. Privacy.
    1. Use of Personal Information. Participant name, e-mail address, office address, office phone number(s), language preference, etc., are collected to track participation in and to administer the American Express Partners Plus program. This information will only be used for the administrators of this program.
    2. Consent to Use Personal Information. We collect, disclose, use and process Information for the purposes set out above under “Use of Personal Information” and consented to by you. Before using your Information for any other purposes we will explain them to you and seek your consent. You may refuse to consent to these new purposes. Subject to legal and contractual restrictions, you can withdraw your consent to our use of your Information at any time with reasonable notice. If you refuse or withdraw your consent for any purpose that is required by us to fulfill our product or service contract with you or the Company, we will not be able to provide you, or continue to provide you, with the product or service.
    3. File Access. Upon your written request, we will disclose to you the information in your file, subject to certain limitations. You have the right to correct any information which is inaccurate or incomplete. We will respond to a written request from you within thirty days of receipt. If we respond favorably to your request, we will give you access to your file, without charge. If for any reason we do not grant you access, we will provide you with written reason(s). If you wish to obtain a copy of any information in your file, we will let you know beforehand if there will be a charge for this service.
    4. Privacy Code. To obtain information about our policies and procedures in protecting privacy or to receive a copy of a brochure outlining our privacy policies, please visit the American Express website.
  17. Governing Law. These Terms of Use are governed exclusively by the laws of the Province of Ontario.
  18. General. These Terms of Use, the Lead Referral Agreement and any additional terms, all as amended from time to time, constitute the entire agreement and supersede all prior agreements, written or oral. If any portion of these Terms of Use is unenforceable, the remaining provisions continue in full force. Amex Bank's failure to enforce strict performance of any provision of these Terms of Use does not mean Amex Bank has waived any provision or right. Neither the course of conduct between us nor trade practice modifies any provision of these Terms of Use. You may not assign or transfer these Terms of Use. These Terms of Use ensures to the benefit of and is binding on you and us and our respective successors and assigns. The provisions of Sections 4, 8, 10, 12, 13, 14, 15, 16, 17 and 18 survive termination or expiration of these Terms of Use.
®: Used by Amex Bank of Canada under license from American Express.