AMERICAN EXPRESS CO-BROWSE TERMS AND CONDITIONS Last Modified: October 4, 2010 BY CLICKING I AGREE OR OTHERWISE ACCESSING OR USING THE CO- BROWSE SERVICE, YOU ARE AUTHORIZING AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. ( AMERICAN EXPRESS, WE, US OR OUR ) AND OUR CUSTOMER CARE PROFESSIONALS TO VIEW AND ACCESS YOUR WEB SESSION USING THIRD-PARTY SOFTWARE AND SERVICES (COLLECTIVELY, THE SERVICE ), AND YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, EFFECTIVE ON THE DATE YOU AGREE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU SHOULD IMMEDIATELY CLOSE THIS WINDOW AND THE BROWSER WINDOW CONTAINING THESE TERMS AND CONDITIONS. YOU SHOULD CAREFULLY REVIEW THESE TERMS AND CONDITIONS PRIOR TO USING THE SERVICE. YOU MAY END YOUR CURRENT USE OF THE SERVICE AT ANY TIME BY CLICKING THE STOP OR STOP SHOWING MY SCREEN BUTTON, AS THE CASE MAY BE, OR CLOSING YOUR BROWSER WINDOW. Table of Contents 1. About the Service. 2. Authority and Capacity. 3. Your Use of the Service. 4. Additional Terms. 5. Third Party Software, Hardware and Services. 6. Changes to the Service/Violation of Terms and Conditions. 7. Unauthorized Access/Use and Fraud Investigations. 8. Disclaimers of Warranty. 9. Limitation of Liability. 10. Alternative Dispute Resolution. 11. Changes to Terms and Conditions. 12. Miscellaneous. 1. About the Service. Through the Service, American Express and its Customer Care Professionals/vendors ( CCPs ) are able to access and view your active web session along with you, to a limited extent in order to provide you with live assistance to address your customer service inquiry. You acknowledge that the Service is provided to you by American Express, its affiliated companies, its vendors, or a combination of these entities.
CCPs will have limited access through the Service to view and access your web session at americanexpress.com and the following additional websites which may be related to your inquiry, subject to change from time to time in our sole discretion: Hilton.com; Delta.com; SPG.com (Starwood Preferred Guest); Costo.com; Delta.com; jetblue.com; shopamex.com; and bonuspointsmall.com. You may end your current use of the Service at any time by clicking the STOP or STOP SHOWING MY SCREEN button, as the case may be or closing your browser window. Your current co-browse session will automatically be terminated at the end of your call with a CCP if neither you nor the CCP ended the session prior to ending your call. 2. Authority and Capacity. You represent, warrant and covenant that you: (i) are a legal resident of the fifty (50) United States or the District of Columbia, (ii) are at least 18 years old and have every right to contract in your own name, and (iii)have the power, authority and capacity to agree to these Terms and Conditions. By using the Service, you signify you meet all of the foregoing criteria, and agree any action taken by you on the Service shall be deemed an action taken on your own behalf and/or, to the extent you are accessing or using the Service for your business, you represent, warrant and covenant that you have the power, authority and capacity to act on behalf of your business and that your actions are and shall be deemed to be authorized actions on behalf of your business. 3. Your Use of the Service. You agree to only use the Service with the interfaces and servers provided on or through the Service. You agree to only use the Service in accordance with these Terms and Conditions and applicable laws and regulations. You agree not to use the Service to the extent doing so would result in your breach of an obligation to a third party (e.g. your employer prohibits use of such a service on its equipment or through its network). You agree that any information you provide to American Express during or through your use of the Service will be true, accurate, current and complete at the time you provide it, and that you will update such information to keep it true, accurate, current and complete. American Express is under no obligation to validate any American Express or third-party card or other information that you provide while using the Service.
4. Additional Terms. In addition to these Terms and Conditions, your use of the Service, and any information collected from or about you during or through your use of the Service, is subject to the American Express Online Privacy Statement (americanexpress.com/privacy) and you also agree to be bound by American Express Terms of Service (a/k/a Website Rules and Regulations) (americanexpress.com/tos). In the event of a conflict among or between these Terms and Conditions, the American Express Terms of Service and the American Express Online Privacy Statement, the order of precedence for resolving such conflict shall be: first, these Terms and Conditions, then the American Express Online Privacy Statement, then the American Express Terms of Service. 5. Third Party Software, Hardware and Services. You (and not American Express) are responsible for all your and any third-party software, hardware and services used in connection with the Service. Any third-party software, hardware or services (whether required or optional) that you use in conjunction with the Service, are the sole responsibility of you and/or such third party, and your use of such third-party software, hardware or services is subject to the terms, conditions, warranties and disclaimers provided by such third party, and not these Terms and Conditions. 6. Changes to the Service/Violation of Terms and Conditions. You agree that the form, nature, features and functionality of the Service may change from time to time, on both a continuous and intermittent basis, without prior notice to you. We may suspend or discontinue the Service at any time in our sole discretion. If we have reason to believe you have violated these Terms and Conditions or any applicable law or regulation, we may refuse you access, or suspend or terminate your access, to the Service or any of its resources without notice and/or take other remedial actions. 7. Unauthorized Access/Use and Fraud Investigations. To the extent your use of the Service requires a username, password or other account information or credentials for access, you are solely responsible for all activity occurring under those credentials, and are prohibited from sharing or disclosing them. Therefore, you are solely responsible for safeguarding your access credentials at all times. You should log out of your account at the end of each usage session. You may not impersonate others and you must not allow others to impersonate you or others, or otherwise use your credentials to gain access to the Service and/or your account. You must promptly notify us of any unauthorized use of the Service
with your information or credentials or any other breach of security you become aware of involving or relating to this Service. We have the right to interrupt or restrict use or access to the Service, without notice to you, if we suspect fraudulent or abusive activity. You shall cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Failure to cooperate will result in your liability for all fraudulent usage. 8. Disclaimers of Warranty. THE SERVICE IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. AMERICAN EXPRESS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. AMERICAN EXPRESS FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, SUITABILITY, TIMELINESS, AND PERFORMANCE OF THE LICENSED SOFTWARE. AMERICAN EXPRESS CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE. AMERICAN EXPRESS IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, CAPABILITY OR CONTENT OF ANY THIRD PARTY SITE OR CONTENT ACCESSED IN CONJUNCTION WITH THE SERVICE. THE SERVICE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS, AND AMERICAN EXPRESS SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. 9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL AMERICAN EXPRESS BE LIABLE TO YOU ON ACCOUNT OF OUR PROVISION, OR YOUR USE OF, THE SERVICE. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER
SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, (EVEN IF AMERICAN EXPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECTIVITY PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER OR YOUR ACCESS IS INTERRUPTED), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. FURTHERMORE, THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, OR DISCONTINUATION OF THE SERVICE (INCLUDING WITHOUT LIMITATION SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF AMERICAN EXPRESS AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES AND VENDORS UNDER OR IN RELATION TO THESE TERMS AND CONDITIONS TO YOU EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00). SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 10. Alternative Dispute Resolution. (A) Procedures: You and American Express agree that any and all disputes, claims or controversies arising out of or related to your use of the Service, these Terms and Conditions, any other related or prior agreement that you may have had with American Express or the relationships resulting from your use of the Service, these Terms and Conditions or any prior agreement, including without limitation the validity, enforceability or scope of this Arbitration section, these Terms and Conditions or any prior agreement and any claims under any statute or regulation ("Disputes"), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for binding arbitration. Unless the parties agree otherwise, 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 ("AAA"). (B) Restrictions on Arbitration: 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 persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between you and American Express alone, and is subject to the Limitations of Liability set forth in these Terms and Conditions. Furthermore, Disputes brought by either you or American
Express against the other party 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 on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph B of this Alternative Dispute Resolution section be stricken from these Terms and Conditions or deemed otherwise unenforceable, then this entire Alternative Dispute Resolution section shall be stricken from these Terms and Conditions. This Alternative Dispute Resolution section shall survive termination of the Service or your use of the Service. (C) Enforcement: The provisions of this Alternative Dispute Resolution 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 (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. (D) Costs of Arbitration Proceedings: The parties will be responsible for paying their respective shares of the arbitration fees (including filing, administrative, hearing and/or other fees) as provided by AAA rules, except that American Express will be responsible for paying all arbitration fees in connection with any Dispute it commences in arbitration or compels to arbitration. 11. Changes to Terms and Conditions. American Express reserves the right to revise these Terms and Conditions at any time. Upon modification, American Express will update the date indicated after Last Modified at the beginning of these Terms and Conditions. You should carefully review these Terms and Conditions each time you use the Service. If you do not agree with the current or modified terms, however, you must immediately cease using the Service. Your use of the Service after changes have been made to these Terms and Conditions constitutes your agreement to be bound by these Terms and Conditions as modified. 12. Miscellaneous. Your use of the Service is subject to all applicable international, federal, state and local laws and regulations. These Terms and Conditions and your use of the Service shall be governed by and construed in accordance with the laws of the State of New York, USA and applicable federal law without regard to conflicts of laws principles. American Express reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, such provision or portion shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision or portion, and the remainder of these Terms and Conditions will continue in full force and effect. Section headings are for reference only and shall not be used in the interpretation of these Terms and
Conditions. These Terms and Conditions constitute the entire agreement between you and American Express with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by American Express. Sections 8, 9 and 10 will survive any termination or expiration of these Terms and Conditions.