Women Impacting Public Policy’s
Small Business Saturday® Coalition Member Program
Terms of Participation
Last Modified: 9/16/19
The Shop Small® Movement is a nationwide movement to support small businesses and the communities they serve.
Small Business Saturday is a day created by American Express Travel Related Services Company, Inc. (“American Express,” “we” or “us”) dedicated to celebrating small businesses and communities across the country.
Women Impacting Public Policy (“WIPP”, “we”, or “us”) is inviting organizations to become “Coalition Members” to help promote and spread the word about Small Business Saturday and the Shop Small Movement in the United States and/or the U.S. territories.
You represent that you have the right to agree to these terms and conditions on behalf of your company.
You also agree that the decisions of WIPP and American Express with respect to the interpretation and application of these Coalition Member Terms, will be final and binding and made by WIPP and/or American Express in its sole discretion.
WIPP and/or American Express reserves the right to modify these Coalition Member Terms at any time.
We will indicate that changes have been made by updating the “Last Modified” date above and posting updated Coalition Member Terms at
Your continued participation as a Coalition Member after the Coalition Member Terms have been modified constitutes your agreement to the modified Coalition Member Terms.
COALITION MEMBER MARKETING MATERIALS
From time to time, we will provide Coalition Member marketing assets, such as badges, printable signage, and sample emails and social posts, to be used by you to help promote Small Business Saturday and/or the Shop Small Movement.
You agree that you are solely liable and responsible for the cost of any events,
activities and other promotional efforts that you may undertake in connection with Small Business Saturday or the Shop Small Movement,
and for obtaining any necessary permits or permissions in connection with such efforts.
THE DIGITAL BANNERS, PRINTABLE SIGNAGE, SAMPLE EMAILS, SOCIAL POSTS, BLOG CONTENT,
AND OTHER MATERIALS AND ASSETS THAT MAY BE PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF WIPP (THE “COALITION MEMBER MARKETING MATERIALS”) CONTAIN IDEAS, DESIGNS, GRAPHICS, TRADEMARKS, TRADE NAMES, LOGOS,
HASHTAGS AND OTHER PROPRIETARY MATERIALS THAT ARE THE INTELLECTUAL PROPERTY OF AMERICAN EXPRESS.
BY AGREEING TO THESE COALITION MEMBER TERMS, YOU ACKNOWLEDGE AND AGREE THAT AMERICAN EXPRESS IS GRANTING YOU A LIMITED RIGHT TO USE THE COALITION MEMBER
MARKETING MATERIALS AS SET FORTH HEREIN AND IN THE COALITION MEMBER MARKETING MATERIALS.
You understand that from time to time all or a portion of the Coalition Member Marketing Materials may be modified or updated by WIPP or American Express.
Upon notice of any such modification or update, you agree to cease use of the former Coalition Member Marketing Materials in a timely manner
and to only use the most current Coalition Member Marketing Materials going forward.
Except with respect to materials where certain alterations are specifically intended by American Express (such as sample emails, social postings, and customizable posters),
in which case such materials may be modified by you only in the exact manner indicated by us and never include any of the below modifications,
Coalition Member Marketing Materials may not be modified in any way.
For the avoidance of doubt, you cannot use the materials in a way that creates the appearance that American Express,
Small Business Saturday or Shop Small is associated with a promotional offer,
contest or sweepstakes or edit the materials to include product claims (including, superlatives like “best,” “first,” “fastest” and “cheapest”),
to promote any illegal or unlawful product or service or suggest, encourage or promote the violation of any laws,
rules or regulations or to promote or advocate for any sensitive or controversial topic or otherwise use the materials in any manner
that is inconsistent with the purpose the materials were provided, any instructions provided by American Express and/or that is inconsistent with the values of WIPP,
American Express, Small Business Saturday or the Shop Small Movement.
WE MAY TERMINATE YOUR RIGHT TO USE THE COALITION MEMBER MARKETING MATERIALS IF YOU (I) ALTER OR MODIFY THEM IN ANY WAY IN VIOLATION OF THESE COALITION MEMBER TERMS,
(II) USE THEM INAPPROPRIATELY, IN A MANNER INCONSISTENT WITH THE VALUES OF WIPP, AMERICAN EXPRESS,
SMALL BUSINESS SATURDAY OR THE SHOP SMALL MOVEMENT, OR CONTRARY TO OUR EXPRESS DIRECTION,
OR (III) YOU OTHERWISE BREACH THESE COALITION MEMBER TERMS.
YOU ACKNOWLEDGE AND AGREE THAT ANY IDEAS, TIPS, SUGGESTIONS, OPINIONS, INFORMATION OR ADVICE CONTAINED IN THE COALITION MEMBER MARKETING MATERIALS
OR OTHERWISE PROVIDED BY AMERICAN EXPRESS ARE FOR INFORMATIONAL PURPOSES ONLY,
AND SHOULD NOT BE RELIED UPON TO REPLACE THE ADVICE OF YOUR OWN PROFESSIONAL LEGAL, TAX AND FINANCIAL ADVISORS.
DISCLAIMER OF WARRANTY WIPP, AS AN INDEPENDENT SUPPORTER OF SMALL BUSINESS SATURDAY, AND
AMERICAN EXPRESS ARE PROVIDING THE COALITION MEMBER MARKETING MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS,
AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY AND TIMELINESS, TO THE FULLEST EXTENT PERMITTED BY LAW.
REJECTION, TERMINATION & OTHER REMEDIES
If you manufacture, promote or sell pornography, sexual aids, gambling, liquor, firearms or other weapons, or otherwise participate in activities
that we determine to be inconsistent with the values of WIPP, American Express, Small Business Saturday or the Shop Small Movement,
we reserve the right to deny or terminate your use of the Coalition Member Marketing Materials. Use of the Coalition Member Marketing Materials
in connection with statements or other content that is deemed by WIPP and/or American Express to be unlawful, discriminatory, defamatory, infringing on the rights
of any person or entity, or otherwise inappropriate or inconsistent with the values of WIPP, American Express, Small Business Saturday or the
Shop Small Movement will result in the termination of the rights granted herein to the Coalition Member Marketing Materials.
Notwithstanding anything to the contrary in these Coalition Member Terms or elsewhere, American Express reserves the right to terminate your use of the
Coalition Member Marketing Materials (and any other tools, tips or resources made available in connection with Small Business Saturday and/or the Shop Small Movement)
at any time and for any reason, including, without limitation, if we determine, in our sole discretion, that you are not in compliance with and/or have violated these
Coalition Member Terms or if American Express decides to cease use of the Coalition Member Marketing Materials as a marketing initiative.
NAME & TRADEMARK LICENSE
By becoming a Coalition Member, you are granting WIPP and American Express the right and license to include
(i) your name and/or logo (your “Name”), (ii) a link to your social media handle(s) and/or the URL of your official website and/or branded web page(s),
(iii) your statements and other descriptions about your plan, your organization, Small Business Saturday and/or the Shop Small Movement (your “Statements”), and
(iv) statements, quotes, social media posts, descriptions, photos, drawings, screenshots, clippings and other images and depictions of your organization
and/or the events and activities that you plan or organize for Small Business Saturday or the Shop Small Movement
(the “Depictions”) on ShopSmall.com, Facebook.com/ShopSmall and other web pages or social media accounts dedicated to, or otherwise promoting,
Small Business Saturday and/or the Shop Small Movement, and in other advertising, marketing and promotional materials relating to
Small Business Saturday and/or the Shop Small Movement (including the right to re-tweet, share or re-post any social media posts that you publish),
in perpetuity, in any and all media, including as such materials may be displayed, performed or distributed by agents of WIPP or
American Express or supporters of Small Business Saturday and/or the Shop Small Movement, without any compensation or other obligation to you.
You further grant WIPP and American Express the right and license to use, publish and incorporate any and all feedback, ideas, comments, suggestions and
concepts shared or contributed by you relating to Small Business Saturday and/or the Shop Small Movement (your “Feedback”) in perpetuity for any purpose without any
compensation or other obligation to you. WIPP and American Express have the right to correct any errors they believe exist in your Name, social media handle(s) and/or
URL as entered in the application and have the right to modify, edit, shorten, alter, and combine with other material your Statements, the Depictions and/or your
Feedback as long as the essence of the Statement, Depiction or Feedback is maintained. You acknowledge that American Express has no obligation to exercise any of the
You further acknowledge that WIPP and/or American Express may have developed or may develop ideas and concepts similar or
identical to the ideas and concepts that you develop for Small Business Saturday or the Shop Small Movement.
Nothing shall restrict the right of WIPP and/or American Express to create, protect (whether by patent, trademark, copyright, trade secret or other means),
procure or market any programs, products or services whether relating to Small Business Saturday, the Shop Small Movement or otherwise, and you agree not to challenge or
make claims against or to such American Express programs, products or services.
You agree that the rights granted by you in these Coalition Member Terms do not conflict with any commitment on your or your organization’s part.
You agree that your Statements and Feedback will (i) reflect your honest opinions, beliefs, and experiences; and
(ii) not include representations that are untrue, misleading, unsubstantiated or deceptive. You agree to immediately inform WIPP of any material changes in beliefs,
findings or opinions that you have expressed publicly and/or to American Express or WIPP.
REPRESENTATIONS & WARRANTIES
You represent and warrant that as a Coalition Member, you will not undertake any activity or conduct yourself in a manner that
(i) will violate any applicable laws, rules or regulations, including the CAN-SPAM Act and the Federal Trade Commission’s rules and guides with respect to endorsements and
testimonials, (ii) is discriminatory, defamatory, disparaging, or will otherwise infringe the rights of any person or entity, including rights of privacy, publicity or
discussions in connection with your participation as a Corporate Supporter), or (iv) is profane or offensive, inappropriate or otherwise inconsistent with the values of WIPP,
American Express, Small Business Saturday or the Shop Small Movement.
GENERAL RELEASE/LIMITATION OF LIABILITY
You hereby agree to release, discharge, indemnify and hold harmless WIPP, American Express, and their respective parents, affiliates, direct and indirect subsidiaries,
licensees and their respective officers, directors, employees, agents and representatives (collectively, “Released Parties”) from any and all injuries, liability,
losses and damages of any kind to persons, including death, or to real, tangible or intangible property resulting, in whole or in part, directly or indirectly,
from your participation as a Coalition Member and in connection with your use of the Coalition Member Marketing Materials.
You acknowledge and agree that the Released Parties are not responsible 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 program. You further acknowledge and agree that the Released Parties are not responsible for any loss, injury or damage to property
related to or resulting from your use of the Coalition Member Marketing Materials or downloading materials from or use of any website in connection with the
Small Business Saturday or the Shop Small Movement. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL RELEASED PARTIES BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR FOR ANY LOST PROFITS OR REVENUES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT.
Any and all disputes, claims or actions arising out of or relating to these Coalition Member Terms or your participation as a Coalition Member,
including the enforcement and interpretation of these Coalition Member Terms (“Disputes”), 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.
You agree that any Dispute shall be, upon the election of either you or us, submitted for binding arbitration, which shall take place in the State of New York,
New York County pursuant to the rules of the American Arbitration Association (“AAA”). 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. 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. You and we will be responsible for paying your and our respective shares of the arbitration fees
(including filing, administrative, hearing and/or other fees) as provided by AAA rules. The provisions of this paragraph may be enforced in a court of competent jurisdiction.
THIRD PARTY BENEFICIARIES
Except as otherwise expressly set forth herein, these Coalition Member Terms are for the sole benefit of you and us and your and our respective
successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than you and us any legal or
equitable rights hereunder.
You may not assign any of your rights or delegate any of your obligations under these Coalition Member Terms without the prior written consent of WIPP.
Any purported assignment or delegation in breach of this provision will be null and void.
These Coalition Member Terms constitute the entire agreement between the parties and supersede all previous discussions, agreements, promises, proposals,
representations and understandings pertaining to the subject matter hereof.
ONLINE PRIVACY STATEMENT
Any information that you provide to WIPP in connection with the Program