The following will only apply to Merchant’s participation in the American Express OptBlue Program, as controlled by the American Express OptBlue Program Operating Regulations. (Capitalized terms below are defined in the American Express Operating Guide or the American Express OptBlue Program Operating Regulations):
Sub-merchant must comply with, and accept Cards in accordance with, the terms of this Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time.
Sub-merchant acknowledges that the American Express Merchant Operating Guide is incorporated by reference into this Agreement. (And is available online at the following web link: https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf).
Sub-merchant expressly authorizes Toast to submit transactions to, and receive settlement from, American Express on behalf of the Sub-merchant.
Sub-merchant expressly consents (i) to Toast collecting and disclosing Transaction Data, Merchant Data, and other information about the Sub-merchant to American Express; and (ii) to American Express using such information to perform its responsibilities in connection with the Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communication purposes within the parameters of the Program Agreement, and important transactional or relationship communications from American Express.
Sub-merchant acknowledges that it may be converted from the Program to a direct Card acceptance relationship with American Express if and when it becomes a High CV Merchant in accordance with Section 10.5 of the American Express OptBlue Program Operating Regulations, "High CV Merchant Conversions”
Sub-merchant expressly agrees that, upon conversion, (i) Sub-merchant will be bound by American Express' then-current Card Acceptance Agreement; and (ii) American Express will set pricing and other fees payable by the Sub-merchant for Card acceptance.
Sub-merchant acknowledges that American Express may use information obtained in the Sub-merchant application at the time of setup to screen, communicate, and/or monitor Sub-merchant in connection with Card marketing and administrative purposes.
Sub-merchant agrees that it shall not assign to any third party any payments due to it under this Agreement, and further agrees that all indebtedness arising from Charges will be for bona fide sales of goods and services (or both) at its Establishments and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the Sub-merchant may sell and assign future Transaction receivables to Toast, its affiliated entities and/ or any other cash advance funding source that partners with Toast or its affiliated entities, without consent of American Express.
Sub-merchant agrees that American Express is a third-party beneficiary to the Agreement and retains all rights, but not obligations, in the Agreement that will fully provide American Express with the ability to enforce the terms of this Agreement against the Sub-merchant.
Sub-merchant may opt out of accepting Cards at any time without directly or indirectly affecting its rights to accept Other Payment Products.
Sub-merchant agrees that Toast may terminate the Sub-merchant's right to accept Cards if
Sub-merchant breaches any of the provisions in this Section or the American Express Merchant Operating Guide.
Sub-merchant agrees that Toast has the right to immediately terminate a Sub-merchant for cause or fraudulent or other activity, or upon American Express' request.
Sub-merchant agrees that its refund policies for purchases on a Card must be at least as favorable as its refund policy for purchases on any Other Payment Products, and further agrees that the refund policy be disclosed to Cardmembers at the time of purchase and in compliance with Applicable Law and Rules.
Sub-merchant acknowledges that it is prohibited against billing or collecting from any Cardmember for any purchase or payment on the Card unless Chargeback has been exercised, the Sub-merchant has fully paid for such Charge, and it otherwise has the right to do so.
Sub-merchant agrees it must comply with all Applicable Law and Rules, rules and regulations relating to the conduct of the Sub-merchant's business, including the DSR and PCI DSS, each as described in Chapter 15 of the American Express OptBlue Program Operating Regulations, "Data Security."
Sub-merchant agrees that it will report all instances of a Data Incident immediately to Toast after discovery of the incident.
Sub-merchant agrees it will cease all use of, and remove American Express Licensed Marks from the Sub-merchant's website and wherever else they are displayed upon termination of the Agreement or a Sub-merchant's participation in the Program.
Sub-merchant will ensure data quality and agrees that Transaction Data and customer information will be processed promptly, accurately and completely, and will comply with the American Express Technical Specifications.
Merchant agrees it is solely responsible for being aware of and adhering to privacy and data protection laws and provide specific and adequate disclosures to Cardmembers of collection, use, and processing of personal data.