The following terms (this “Merchant Agreement”) apply to you if you use JIM.com payment processing and facilitation services (the “Service”).
By using the Service, you agree to be bound by this Merchant Agreement. This Merchant Agreement is a legally binding agreement between you and CloudWalk Inc. (“JIM.com”, “JIM”, “we,” or “us”) and our website at www.jim.com, along with our related websites, hosted applications, mobile or other downloadable applications, and is subject to the General Terms of Service, available at https://www.jim.com/behind-the-curtain/tos (“General Terms”, and together with this Merchant Agreement, the “Terms”).
Unless otherwise stated, capitalized terms used but not defined in this Merchant Agreement will have the meanings given to them in the General Terms.
1. Payment Services
1.1. Generally. The Service enables merchants to accept Card payments from their customers for transactions involving the sale of merchants’ merchandise and/or services using the merchant’s compatible mobile device (each a “Transaction”), without the need for additional external hardware. Merchants can enter the Transaction amount into the JIM.com mobile app, and customers then scan or tap their card on the merchant’s mobile device to initiate the Transaction. You acknowledge and agree that in respect of the Transactions, JIM.com is the merchant acquirer for our third-party payment processor.
1.2. Information about You. JIM.com may periodically obtain credit and other information about you or any associated individuals from various sources, such as customers, suppliers, lenders, and credit reporting agencies. JIM.com may also share information about your relationship and experiences with JIM.com with others, including the IRS, card networks, and their member financial institutions, without any liability to us.
1.3. Cardholder Agreements. Proceeds (defined below) from Transactions become available to merchants to use via the JIM Visa Prepaid Card. The issuance and your use of the JIM Visa Prepaid Card is subject to the JIM Visa Prepaid Cardholder Agreement, available at https://www.jim.com/behind-the-curtain/cardholder-agreements. By using the Service, you acknowledge that you must also use the JIM Visa Prepaid Card, and accordingly agree to the JIM Visa Prepaid Cardholder Agreement. Once a Transaction is completed, the money will be accessible through your Balance (defined in the JIM Visa Prepaid Cardholder Agreement), which is associated with your JIM.com Account.
1.4. JIM Visa Prepaid Card. The JIM Visa Prepaid Card is a virtual card, and must first be added to a mobile wallet on a compatible device (“Wallet Device”) before being used. It is your responsibility to safeguard the Wallet Device and your JIM Visa Prepaid Card number. You acknowledge that if you give a third party access to your Wallet Device, that they may obtain access to your JIM Visa Prepaid Card. Your JIM Visa Prepaid Card may be used to make purchases for business purposes only using any available amounts in your Balance. Your JIM Visa Prepaid Card cannot be used to transfer funds to your individual bank account or any other service or for any personal, family or household purposes. The only means by which to access funds associated with your Balance is to make Purchases (defined below) with the JIM Visa Prepaid Card.
2. Your Authorization for Settlement of Proceeds and for JIM.com to Recover Funds
2.1. Authorization of JIM.com as Your Agent. In connection with the Services, you authorize us to act as your agent for the purposes of facilitating the holding, receiving, and disbursing of funds on your behalf. Your authorization permits us to, among other things, direct how proceeds of each Transaction, less any applicable fees, subject to any Chargeback provisions (“Proceeds”) are held, received and disbursed on your behalf. Your authorizations will remain in full force and effect until the later of closure or termination of your JIM.com Account, or the disbursement of all funds held on your behalf in respect of the Services.
2.2. Recovery Authorization. In addition, by using the Services, you authorize us to recover funds from you in accordance with these Terms and any other agreement you have with us (“Recovery Authorizations”). Recovery Authorizations include your authorization of JIM.com to debit, charge, setoff against and otherwise recover funds from any connected JIM.com Account, any Balance (including any funds associated with your Balance), any payment instrument, or other accounts registered in your JIM.com Account.
3. Fees; Proceeds
3.1. Fees. For the Services and JIM.com charges, and you agree to pay the specified fees for each Transaction, as provided at www.jim.com/fees. All fees are charged at the time we process a Transaction and are deducted first from the Proceeds and any remaining fees from your Balance. You also grant us Recovery Authorizations, which we may utilize to recover fees you owe us. You are also liable for and agree to pay any fees, charges, fines, or other assessments imposed on us by any Card Network resulting from your use of the Services.
3.2. Modification of Fees. Subject to these Terms, we reserve the right to change the fees upon reasonable advance notice, which may be delivered through the JIM.com platform. All fees, charges, and payments collected or paid through the Services are denominated in US dollars.
3.3 Processing Errors. We will attempt to fix processing errors we discover. If an error results in the Proceeds being less than you are entitled, we will credit your Balance for the difference without penalties as soon as possible after we detect or become aware of the error. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds or the Proceeds being higher than you are entitled, JIM.com may recover the extra funds from you or deduct such extra amounts from your Balance. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
3.4. Access to Proceeds. We will credit your Balance with respect to each Transaction as set forth in this Section. We may defer or restrict pay out of your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Services, or as otherwise set forth in the Terms. We may also defer or restrict payout of your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
3.4.1. Accelerated Settlements. You acknowledge that JIM.com may, in its sole discretion, choose to accelerate settlement of a Transaction through a receivable purchase (each, an “Accelerated Settlement”). By initiating a Transaction, you acknowledge that you have read and agree to the terms of the Accelerated Payment Service Terms, available at https://www.jim.com/behind-the-curtain/payment-service (“Accelerated Payment Service Terms”). Accelerated Settlements (including eligibility for Accelerated Settlements) are governed by the Accelerated Payment Service Terms. Accelerated Settlements may be subject to additional fees, as set forth in the Accelerated Payment Service Terms. By agreeing to the Accelerated Payment Service Terms, you agree to receiving Accelerated Settlements.
3.4.2. Standard Settlements. For standard Transaction settlements (“Standard Settlements”), JIM.com will automatically, per your standing authorization in Section 3.4.5, credit your Balance in the amount of the Proceeds (less any fees and amounts diverted to Reserve Accounts, as set forth in Section 3.4.4).
3.4.3. Standing Reload Request; Balance. With respect to each transfer made on your behalf or for your benefit under this Merchant Agreement (including as set forth in Sections 3.4.1, 3.4.2 and 3.4.5), you hereby give a standing instruction to reload your JIM Visa Prepaid Card by crediting your Balance in the amount of those additional funds. JIM.com will credit your Balance no later than the end of the business day immediately following such transfer.
3.4.4. Acquiring Banks; Reserve Accounts. Transactions may be processed by third parties engaged by us (“Acquiring Bank” or “Acquirer”). You may be required to establish a reserve account at a depository institution designated by JIM.com or the Acquiring Bank (the “Reserve Account”). Some or all of the Proceeds may be diverted to the Reserve Account, and you may be required to deposit additional funds into the Reserve Account (collectively, “Reserve Funds”). The Reserve Funds will be held for a period of time reasonably required by us or the relevant Acquiring Bank, and may be used to offset amounts owed or liabilities incurred by you under these Terms or in connection with a Transaction, including, without limitation, liability for Chargebacks. You acknowledge and agree that you shall have no right of withdrawal from the Reserve Account. Any funds held in the Reserve Account shall not bear interest. At any time, you may be required to maintain a minimum balance in the Reserve Account, or to increase such balance, and your failure to do so may result in termination or suspension of our provision of the Services to you.
3.4.5. Authorization. With respect to each Transaction and in accordance with the applicable Card Network, you hereby authorize us and the relevant Acquiring Bank to transfer on your behalf: (a) for Accelerated Settlements, the amount of the Proceeds to Jim.com, as the party to whom the Purchased Receivable is owed, at an account designated by Jim.com; (b) for Standard Settlements, the amount of the Proceeds to the Pooled Account; and (c) for Reserve Funds released from the Reserve Account, to JIM.com at an account designated by JIM.com with respect to amounts diverted from Purchased Receivables, and for all remaining Reserve Funds released from the Reserve Account, to you in accordance with these Terms. The Acquirer’s payment of the Proceeds and Reserve Funds will satisfy and discharge Acquirer’s obligation to pay you the Proceeds and Reserve Funds (the “Acquirer Obligations”). Effective as of Acquirer’s payment of the Proceeds and Reserve Funds, you, on behalf of yourself and your estates, heirs, successors and assigns hereby irrevocably release Acquirer from the Acquirer Obligations, and waive, and covenant not to assert, all claims or actions against Acquirer arising from or relating to the Acquirer’s failure to perform the Acquirer Obligations, in each case with respect to such Proceeds and Reserve Funds. The foregoing waiver, release, and discharge are intended to be complete, global, and specifically includes claims that are known, unknown, fixed, contingent or conditional. You hereby expressly waive any and all rights conferred upon you by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its settlement with the released party, including the following provisions of California Civil Code Section 1542: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER must have MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
3.4.6. Deferment or Restrictions on Proceeds and Balance. We may defer or restrict pay out of your Proceeds or crediting your Balance if we need to conduct an investigation or resolve any pending dispute related to your use of the Services, or as otherwise set forth in the Terms. We may also defer or restrict pay out of your Proceeds or crediting your Balance as necessary to comply with applicable law or court order, or if requested by any governmental entity.
4. Chargebacks
4.1. Our Collection Rights for Chargebacks. There may be times when your customer may not be the authorized user of the Card or other payment method, or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your JIM.com Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of these Terms or these Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. This section does not apply to Accelerated Settlements to the extent a Chargeback results solely from an Insolvency Event (as defined in the (as defined in the Accelerated Payment Service Terms) of your customer’s bank, or their financial inability to pay the amount of the transaction.
4.2. Excessive Chargebacks. If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your JIM.com Account, including (a) establishing new processing fees, (b) delaying payouts, or (c) terminating or suspending our provision to you of the Services.
4.3. Contesting Chargebacks. When a Chargeback occurs, we will request necessary information from you so we can help you to contest it, and you must assist us when requested, at your expense, by providing us with information about relevant transactions processed through the Services. You permit us to share information about a Chargeback with the customer, the customer’s financial institution, your financial institution or the Card Network in order to contest a Chargeback. If the Chargeback is contested successfully, we will credit the corresponding reserved funds to your Balance. If a Chargeback dispute is not resolved in your favor by the Card Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees from your Balance. You acknowledge that your failure to provide us with documentation sufficient to contest a Chargeback, and to do so in a timely manner may result in an irreversible Chargeback. Additional fees may apply when we assist you in contesting a Chargeback dispute.
5. Our Liability
If we do not complete a Transaction on time or in the correct amount in accordance with this Merchant Agreement due to our gross negligence or willful misconduct, we will be liable for your direct losses or damages. However, there are some exceptions. We will not be liable, for instance: if, through no fault of ours, (a) any funds are subject to legal process or other encumbrance that restricts transfers; (b) if the Service was not working properly and you knew that the Services was not working properly when the Transaction was initiated; or (c) if circumstances beyond our control prevent the Transaction, despite reasonable precautions that we have taken.
6. Compliance with Network Rules and Laws
6.1. Legitimate Transactions. You shall not submit any Transaction that is not (a) between you and your customer, (b) for the sale of merchandise and/or services (or a refund for such a sale) that are your property or that you have the legal right to sell, (c) submitted on your behalf (and not on behalf of any third party), and (d) legal, authorized by the customer, non-fraudulent or otherwise damaging to the Card Networks, and is, to your knowledge, enforceable, collectible, and in full compliance with this Agreement, applicable law, or Network Rules. Further, you shall not submit any Transaction that (e) you know or should have known to be illegal, fraudulent, or otherwise unauthorized by the customer or (f) results from a transaction outside of your normal course of business as provided to us.
6.2. Single Transactions. You agree to submit a single Transaction for the full amount of each sale. You shall not split a single Transaction into two or more transactions.
6.3. Unauthorized or Illegal Use. You will only accept Cards for transactions that are allowed by applicable law. We may decide to refund and/or to decline to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these Terms or any other agreement with JIM.com, or that it exposes you, your customers, other users, our processors or JIM.com to harm. Harm includes fraud and other criminal acts.
6.4. Assignment of Receivables. With the exception of your assignment of receivables to us in connection with an Accelerated Settlement, or any assignment required to be made by applicable law, you will not assign your right to receive payment of the Proceeds to any third party.
6.5. IRS Compliance. If in a given calendar year you process (a) more than the applicable reporting threshold according to the Internal Revenue Service (“IRS”) and/or state and local governments in gross amount of payments and/or (b) more than the applicable number of payments threshold according to the IRS and/or state and local governments, JIM.com will be required by law to report information about you and your use of the Services to the IRS. For purposes of determining whether you have met the IRS and/or state and local government reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach the applicable gross amount in payments or more than the applicable number of payments will be determined by looking at the taxpayer identification number associated with your JIM.com Account. You certify that your use of the Services through JIM.com is to receive payment(s) that are “reportable payment transactions” as defined in United States Treasury Regulations section 1.6050W–1(a)(3) and the associated applicable state and local regulations, including, but not limited to, the payments for merchandise and services.
6.6. Network Logos and Marks. Your use of Card Network logos and marks (“Network Marks”) is governed by the Network Rules. You must familiarize yourself with and comply with all applicable requirements with respect to the Network Marks under the Network Rules. The Card Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Card Network may prohibit you from using its Network Marks for any reason and at any time. JIM.com may require you to make modifications to your advertising and signage in order to comply with Network Rules related to the Network Marks.
6.7. Card Network Discrimination. Unless permitted by the Network Rules, you shall not engage in any practice that unfavorably discriminates against or provides unequal treatment of any Card Network relative to any other Card Network.
6.8. Disclosure of Card Transaction and Merchant Data. You authorize JIM.com to disclose Card Transaction data, including the Card number, as well as other information relating to you or your business, including personally identifiable information, to the Card Networks. Card Networks may disclose such information to Card issuers, other acquirers, regulatory authorities, and other entities to whom Card Networks are required to provide such information and their respective affiliates, agents, subcontractors, and employees exclusively for the purposes of performing the activities contemplated in this Agreement.
6.9. No Use of Confidential Information. You shall not use, store or disclose Card information for any purpose other than as necessary to complete a Transaction. You agree that (a) you will not use Card information for any purpose that you know or should know to be fraudulent or in violation of any Card Network Rules; (b) you will not store, retain, sell, purchase, provide or exchange in any manner or disclose Card Information to anyone other than JIM.com, any Card Network, or in response to a government request; and (c) you will not use, store or access cardholders’ personal information for marketing purposes.
6.10. PCI Compliance. If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by JIM.com or its partners. You agree to report any suspected cardholder data breaches to us within 24 hours after becoming aware of such breach or suspected breach by emailing privacy@jim.com.
6.11. Dormant Accounts. If you do not make use of your JIM.com Account for an extended period of time, you may have a balance that is deemed “unclaimed” or “abandoned” under your state’s law. If this occurs, you will be provided with notice as required by applicable law. If you still do not use such funds, then, JIM.com will either take measures to escheat such funds as required by applicable law or, as permitted, retain such amounts for its own use.
6.12. Changes in Business. You shall promptly notify JIM.com in any of the following situations regarding the information you provided with your JIM.com Account registration: (a) change of ownership; (b) change in type or kind of business; (c) change in your corporate or legal name; (d) change of address; (e) if you’re subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (f) if you enter into a loan or other agreement with a third party that you’re reasonably expected to believe affects this Agreement; (g) any other change that you’re reasonably expected to believe affects your capability of performing any of your obligations under this Agreement.
7. Your Additional Obligations
7.1. Customer Service. You are solely responsible for all customer service policies and issues relating to your merchandise or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. To the extent we provide support under this Merchant Agreement, such support will be limited to our provision of support to you in respect of the processing and settlement of a Transaction through the Services in accordance with our standard support practices.
7.2. Refunds and Returns. By using the Services, you agree to provide refunds and adjustments for your merchandise or services in accordance with these Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. Except where otherwise required by applicable law, you can cancel a transaction through your JIM.com Account up to one hundred and twenty (120) days from the day you accepted the payment. If your available Balance is insufficient to cover the refund, we may exercise any of our rights set forth in the Terms, including withdrawing up to the requested refund amount from a payment instrument registered with your JIM.com Account or any connected JIM.com Account, and crediting such amounts back to your customer’s Card. When you process a refund, the fees are not refunded by JIM.com to you. The full purchase amount is always returned to your customer. JIM.com has no obligation to accept any returns of any of your merchandise or services on your behalf.
7.3. Payment of Taxes. Unless otherwise expressly agreed by JIM.com, the Services do not offer any services relating to the collection or remittance of Taxes on your behalf. You are solely responsible and liable for (a) determining whether Taxes apply to your sale of products and services, payments received, bill payments make or received, and/or any other Transactions arising from or out of your use of the Services, and (b) registering with Tax authorities in jurisdictions where you are required to do so by applicable law, and (c) calculating, collecting, reporting, paying, and/or remitting any such applicable Taxes to the appropriate governmental authority. JIM.com specifically disclaims any liability for such Taxes and you agree to fully indemnify, defend, and hold JIM.com harmless against any such Taxes and any other related expenses, fines, levies, charges or costs. Notwithstanding anything in these Terms to the contrary, You agree that we are not a marketplace, marketplace facilitator, marketplace provider, or similar construct under any applicable law relating to sales, use, or similar taxes, nor do the Services hereunder provide a marketplace or similar construct, and You agree to not take any tax position to the contrary, including on any tax return, tax filing, in any tax audit or examination or otherwise.
7.4. Acts or Omissions. You are responsible for any acts, omissions, or negligence by any of your employees, consultants, contractors, servicers, agents, officers and directors. You are solely responsible for the use, misuse, or unauthorized use of your equipment or software.
8. Representations and Warranties
You represent and warrant to JIM.com that the person executing the application and agreeing to these Terms has the authority to do so, has the authority to authorize the funds transfers provided herein and this Merchant Agreement is a legal, valid, and binding obligation. Each time you submit a Transaction, you represent and warrant to JIM.com that: (a) each Transaction represents a genuine sale to a valid cardholder for the amount shown and constitutes a binding obligation of the cardholder, free from any claims or defenses, (b) each receipt accurately describes the goods and services sold and delivered to the cardholder, (c) you have fully complied with this Merchant Agreement, all applicable laws, and the Network Rules, (d) you have fulfilled all obligations to the cardholder and will resolve any customer disputes directly with the cardholder, (e) the Transaction and receipt comply with Network Rules, (f) none of the Transactions represent sales to any principal, partner, proprietor, or owner of yours, (g) each Transaction complies with card network rules related to cardholder and transaction information security, including PCI DSS and other relevant security programs (h) all information in your application was true at the time of signing, and there have been no materially adverse changes, (i) you do not operate under a trade name not previously disclosed and have not changed the nature of your business without disclosure, (j) you are not subject to U.S. economic sanctions or operating in jurisdictions identified as sponsors of terrorism or non-cooperative with anti-money laundering principles, and (k) you will immediately notify JIM.com of any material changes to the information provided, including changes in legal entity, location, business type, or goods and services offered. In the event of a breach of these representations or warranties, affected Transactions may be refused or charged back to you. Additionally, if you submit Transactions not resulting from sales to the general public or to any principal, partner, proprietor, or owner, such Transactions may be refused or charged back, and additional fees may apply.
9. Indemnification for Merchant Agreement
In connection with the Services, you agree to indemnify us for the following, each of which will be deemed an Indemnified Claim under the General Terms: (a) any transaction, purchase, merchandise or service in respect of which JIM.com provides, or provided, you with payment processing services in accordance with this Merchant Agreement; (b) any transaction submitted by you through the Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); and (c) failure to comply with the PCI-DSS security standards.
10. Termination
We can terminate or refuse your access to the service at any time, for any reason as described in the Modification; Termination; Suspension; Section of the JIM.com General Terms of Service. If you do not make use of your JIM Visa Prepaid Card for an extended period of time, or if your JIM Visa Prepaid Card is cancelled without transfer of funds associated with your Balance, then all or a portion of your Balance (or funds associated therewith) may be deemed “unclaimed” or “abandoned” under applicable law. JIM.com or the issuing bank will either escheat such portions of your Balance (or funds associated therewith) as required by applicable law or, as permitted, retain such amounts for its own use, and adjust your Balance accordingly.
11. Monitoring
You agree that we may, upon reasonable grounds, redirect the disbursement of your funds to the Reserve Account, temporarily suspend processing under this Merchant Agreement, or terminate this Merchant Agreement, with notice provided to you. Reasonable grounds include, but are not limited to, suspicious or unusual transaction activity, significant changes in your business nature, product or service type, average transaction size, monthly volume, or transaction processing methods compared to your initial disclosures. Other grounds include unauthorized transactions, excessive retrieval requests, or excessive ACH rejects or chargebacks. If your funds are redirected or processing is suspended, this will last for a reasonable period necessary for us to investigate your account activity and resolve any questionable or suspect transactions to our satisfaction. JIM.com will not be liable to you for any direct or indirect losses you may attribute to the diversion of funds, suspension of processing, or termination of this Merchant Agreement. You will be responsible for all fees and expenses incurred by us in investigating suspicious or unusual transaction activity, including deviations from this Merchant Agreement.
12. American Express and Discover
You may choose to accept American Express and/or Discover cards as payment from your customers (although you do not have to). With respect to American Express and Discover, we will provide authorization only services, meaning that we will enable your acceptance of those transactions, but American Express and Discover will handle transmission of the funds to you.
12.1. OptBlue Program. American Express’s OptBlue Program is designed for small businesses that have less than $1 million in American Express revenue per year. If you decide to participate in American Express’s OptBlue Program, then you agree to abide by the terms in American Express’s Operating Guide, which are available at https://www.americanexpress.com/content/dam/amex/us/merchant/new-merchant-regulations/Reference-Guide_EN_US.pdf. If you fail to comply with American Express’s Operating Guide, either we or American Express may terminate your ability to accept American Express cards. If that happens, you must stop displaying American Express marks and logos as part of your business.
12.2. Disclosure of Information. In connection with accepting American Express and Discover transactions, you authorize us to collect and disclose data relating to your transactions, and other necessary data about your business to American Express and Discover. You authorize that information to be used in connection with rendering payment processing services to you, and you also allow American Express and Discover to use such data for other lawful business purposes (e.g., performing analytics or creating reports).
12.3. American Express Communication Opt-Out. You may opt out of receiving American Express newsletters or messages about products, services, and resources. However, opting out will not preclude you from receiving messages about transactional data or other important messages from American Express about your relationship with American Express.
12.4. Third-Party Beneficiary. You acknowledge and agree that American Express is an intended third-party beneficiary of this Agreement and may enforce the Agreement against you, but that you may not enforce this Agreement against American Express. You agree that your policies for refunds will be disclosed to American Express customers at the time of purchase and in compliance with applicable law, and that they will not be any less favorable for American Express cardholders than holders of other card types.
13. Assignment
Except for your assignment of receivables to us in connection with an Accelerated Settlement, or any assignment required to be made by applicable law, you shall not assign, transfer, or delegate any of your rights or obligations under this Agreement without the prior written consent of JIM.com. Any attempted assignment, transfer, or delegation without such consent shall be null and void and of no effect. JIM.com may assign this Agreement or any of their rights or obligations hereunder without your consent.
14. Amendments
This Merchant Agreement may be amended as agreed upon by JIM.com by providing you with prior written notice. Such notice can be sent electronically or by posting the revised Merchant Agreement to JIM.com’s website. The amendment will become effective on the effective date stated in such notice or on the date the revised Merchant Agreement is posted.
15. Non-Waiver
JIM.com’s failure to enforce any provision of this Merchant Agreement does not constitute a waiver of their respective rights. Any waiver of a provision must be in writing and signed by the waiving party. A waiver in one instance does not apply to other instances unless explicitly stated in the signed waiver.
16. Severability
If any provision of this Merchant Agreement is held to be unenforceable, the other provisions remain effective.