American Express® Shop Small® Merchandise Terms & Conditions Last Modified: November 20, 2013 American Express Travel Related Services Company, Inc. (“American Express,” “we” or “us”) is inviting eligible small businesses to order free Shop Small merchandise (the “Shop Small Merchandise”) to use in promoting their businesses in connection with Small Business Saturday® and the Shop Small Movement. By submitting an order for Shop Small Merchandise, you are agreeing to be bound by the terms and conditions contained in these American Express Shop Small Merchandise Terms & Conditions (the “Terms & Conditions”). You are also agreeing that the decisions of American Express with respect to the interpretation and application of these Terms & Conditions – including decisions about your eligibility to receive the Shop Small Merchandise (see Business Eligibility section below) – will be final and binding and made by American Express in its sole discretion. American Express reserves the right to modify these Terms & Conditions at any time. We will indicate that changes have been made by updating the “Last Modified” date above. Your continued use of Shop Small Merchandise after the Terms & Conditions have been modified constitutes your agreement to the modified Terms & Conditions. ORDER PERIOD The order period for the Shop Small Merchandise will begin at 12:00 a.m. ET on October 16, 2013 and continue until 11:59 p.m. ET on November 5, 2013 or until supplies have been exhausted, whichever comes first (the “Order Period”). Please note that Shop Small Merchandise is subject to availability and will be provided only while supplies last. Please allow approximately 3-4 weeks from date of order to receive Small Shop Merchandise. These dates are subject to change at American Express’s discretion. BUSINESS ELIGIBILITY In order to be eligible to receive Shop Small Merchandise, you must satisfy the following qualification criteria: •

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You must be located in the United States o for brick-and-mortar businesses, this means that you must have at least one storefront location within the United States o for online-only businesses, this means that you must have a service area within the United States For brick-and-mortar businesses, you must have no more than twenty five (25) locations within the United States Your total net revenues (for all business locations or service areas within the United States) for the 2012 calendar year must have been ten million dollars ($10,000,000) or less You must not be a franchisee or licensee of a brand with more than 20 corporate-owned stores or more than 100 stores in total You must not be a government agency, public administration organization, political organization, charity, non-profit, business or trade association, direct seller or shopping property management firm

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The information submitted in your order form must be complete and accurate and must not contain profanity, obscenity or other inappropriate content or be otherwise offensive, unlawful, or objectionable, in the sole and exclusive judgment of American Express

Even if you satisfy the qualifications listed above, if your business fits into any of the following categories, you may, nonetheless, be excluded from eligibility for Shop Small Merchandise: • • •

Religious organizations Businesses that manufacture, promote or sell diet aids, drugs or other pharmaceuticals, pornography, sexual aids, gambling, liquor, tobacco, firearms or other weapons Businesses that promote or advocate for any sensitive or controversial topic, or otherwise participate in activities that we determine to be inconsistent with the values of American Express or the Shop Small Movement

Note: Regardless of whether you have received Shop Small merchandise in past years, if your business does not fit within the criteria provided above, you will not be eligible to receive Shop Small Merchandise at this time. ORDER PROCESS Eligible small businesses that submit an order containing all of the required information at https://info.americanexpress.com/ShopSmallMaterials.html during the Order Period will receive a Shop Small welcome mat and reusable shopping bags to help make your business stand out for Small Business Saturday. Orders will be processed within 3-4 weeks after we receive your order. ORDERS ARE LIMITED TO ONE PER BUSINESS. ATTEMPTS TO SUBMIT MORE THAN ONE ORDER MAY DISQUALIFY YOU FROM RECEIVING SHOP SMALL MERCHANDISE. SHOP SMALL MERCHANDISE IS AVAILABLE ONLY WHILE SUPPLIES LAST. AMERICAN EXPRESS MAKES NO GUARANTEES WITH RESPECT TO THE MINIMUM NUMBER OF ITEMS THAT ANY BUSINESS WILL RECEIVE OR THE DATES BY WHICH SHOP SMALL MERCHANDISE WILL BE DISTRIBUTED. SHOP SMALL MERCHANDISE SHOP SMALL MERCHANDISE IS PROVIDED “AS IS” AND AMERICAN EXPRESS WILL NOT REPLACE OR SUBSTITUTE ANY ITEMS THAT ARE DAMAGED OR DEFECTIVE. SHOP SMALL MERCHANDISE IS NOT FOR RESALE. ALL DESIGNS, LOGOS AND OTHER IMAGES DEPICTED ON SHOP SMALL MERCHANDISE ARE THE INTELLECTUAL PROPERTY OF AMERICAN EXPRESS. SHOP SMALL MERCHANDISE IS PROVIDED TO YOU SUBJECT TO A LIMITED LICENSE TO PROMOTE YOUR BUSINESS IN CONNECTION WITH SMALL BUSINESS SATURDAY AND THE SHOP SMALL MOVEMENT. YOU ARE WELCOME TO USE, DISPLAY AND DISTRIBUTE THE MERCHANDISE FOR THAT PURPOSE, PROVIDED THAT YOU DO NOT MODIFY IT IN ANY WAY. AMERICAN EXPRESS RESERVES THE RIGHT TO TERMINATE YOUR LICENSE TO USE, DISPLAY OR DISTRIBUTE THE SHOP SMALL MERCHANDISE AT ANY TIME IF WE DETERMINE, IN OUR SOLE DISCRETION, THAT (I) YOUR BUSINESS IS NOT AN ELIGIBLE SMALL BUSINESS, (II) ANY INFORMATION PROVIDED BY YOU IN THE ORDER FORM IS FICTITIOUS, FALSE, MISLEADING, INACCURATE,

INCOMPLETE OR OTHERWISE IS BREACH OF THESE TERMS & CONDITIONS, (III) YOU HAVE ALTERED THE SHOP SMALL MERCHANDISE ANY WAY, (IV) YOU HAVE USED THE SHOP SMALL MERCHANDISE INAPPROPRIATELY OR IN A MANNER INCONSISTENT WITH THE VALUES OF THE SHOP SMALL MOVEMENT OR AMERICAN EXPRESS, (V) YOU HAVE USED THE SHOP SMALL MERCHANDISE IN CONNECTION WITH SOMETHING OTHER THAN THE SHOP SMALL MOVEMENT, OR (VI) YOU HAVE OTHERWISE BREACHED THESE TERMS & CONDITIONS. ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE ORDER PROCESS OR THE SHOPSMALL.COM WEBSITE MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, AMERICAN EXPRESS RESERVES THE RIGHT TO SEEK DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. NAME & TRADEMARK LICENSE By ordering Shop Small Merchandise, you are granting American Express the right and license to include the name and logo of your business, and/or photographs, video, drawings or other images or depictions of your business using, displaying or distributing the Shop Small Merchandise on ShopSmall.com, Facebook.com/ShopSmall and other web pages dedicated to, or otherwise promoting, Small Business Saturday, and in other advertising, marketing and promotional materials relating to Small Business Saturday and Shop Small, in perpetuity, in any and all media, including as such materials may be displayed, performed or distributed by agents of American Express or supporters of Small Business Saturday and/or Shop Small, without further obligation to you. You acknowledge that American Express has no obligation to exercise any of the foregoing rights. REPRESENTATIONS & WARRANTIES; INDEMNIFICATION You represent and warrant that the information contained in your order is complete, accurate and up-to-date, and that you will not, in connection with these Terms & Conditions or the Shop Small Merchandise, act in any manner that will violate any applicable laws, rules or regulations, or breach the rights of any party, including rights of privacy, publicity or intellectual property. You acknowledge and agree that you are solely responsible for your actions in connection with the these Terms & Conditions or the Shop Small Merchandise, and agree to indemnify and defend American Express, its parent, affiliates, direct or indirect subsidiaries, licensees and advertising agencies, and their respective officers, directors, shareholders, employees, agents and representatives (collectively, “Released Parties”) from and against any and all costs or damages (including court costs and reasonable attorneys’ fees) resulting from any action, claim or demand that may be made or brought against a Released Party arising out of or relating to your breach of these Terms & Conditions or otherwise in connection with these Terms & Conditions or the Shop Small Merchandise. GENERAL RELEASE You hereby agree to release, discharge and hold harmless American Express and the other Released Parties from any and all injuries, liability, losses and damages of any kind to persons, including death, property resulting, in whole or in part, directly or indirectly, from the Shop Small Merchandise. The Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled orders; or for lost, interrupted or

unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the these Terms & Conditions or the Shop Small Merchandise, including, without limitation, errors or difficulties that may occur in connection with the processing or reviewing of order or with any of the Shop Small Merchandise. Released Parties are not responsible for injury or damage to any person's computer related to or resulting from use of any American Express owned or controlled website. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” DISCLAIMER OF WARRANTY AMERICAN EXPRESS IS PROVIDING THE SHOP SMALL MERCHANDISE ON AN “AS IS” AND “AS AVAILABLE BASIS,” AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT, SECURITY OR ACCURACY, TO THE FULLEST EXTENT PERMITTED BY LAW. LIMITATION OF LIABILITY NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL AMERICAN EXPRESS, ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE THESE TERMS & CONDITIONS OR THE SHOP SMALL MERCHANDISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RELEASED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THE THESE TERMS & CONDITIONS OR THE SHOP SMALL MERCHANDISE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. GOVERNING LAW Any and all disputes, claims or actions arising out of or relating to these Terms & Conditions or the Shop Small Merchandise, including the enforcement and interpretation of these Terms & Conditions, shall be governed by the substantive laws of the state of New York without regard to conflict of law principles, and shall be brought solely within the state of New York and county of New York.

DISPUTES Procedures: You and American Express agree that any and all disputes, claims or controversies arising out of or related to these Terms & Conditions or the Shop Small Merchandise, including any claims under any statute or regulation (“Disputes”), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, then, upon the election of either party, 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”). 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 of Participation. 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 of this Disputes section be stricken from these Terms of Participation or deemed otherwise unenforceable, then this entire Disputes section shall be stricken from these Terms of Participation. Enforcement: The provisions of this Disputes 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. 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. THIRD PARTY BENEFICIARIES Except as otherwise expressly set forth herein, this agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than the parties hereto any legal or equitable rights hereunder. ONLINE PRIVACY STATEMENT Any information that you provide to American Express in connection with your order or with the Shop Small Merchandise will be governed by the American Express Online Privacy Statement available at www.americanexpress.com.