Cardmember Agreement: Part 1 of 2 

As of: 03/31/2012 

The Centurion®
 Card from American Express 
Issuer: American Express Travel Related Services Company, Inc. 

Fees Table 

Fees  

Initiation Fee 
Annual Membership Fee 

$0 
$3,000 

Transaction Fees 
•  Foreign Transaction 

Penalty Fees 
•  Late Payment  

•  Returned Payment 

 2.7% of each transaction after conversion to US dollars.

Up to $35; however, if you do not pay for two billing periods in a row,  
                  your fee will be $35 or 2.99% of the past due amount, whichever is greater. 
Up to $35 

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How Fees Work 
Fees  

Initiation 

This fee is on the Rates and Fees Table on page 1 of Part 1. This fee is a finance charge. 

Annual Membership  

This fee is on the Rates and Fees Table on page 1 of Part 1.  We will not charge for 1 additional 
Centurion Card, we will charge $1,500 for each additional Centurion Card thereafter. 

Late Payment  

Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement 
before the 20th day after the next Closing Date, the fee is $25. If this happens again within the next 6 
billing periods, the fee is $35 instead. In both cases, if you do not pay the amount past due by the 
following Closing Date, we will charge, in that same billing period, the greater of $35 or 2.99% of the 
amount past due. For each subsequent billing period that an amount past due remains unpaid, the fee 
is the greater of $35 or 2.99% of any amount past due. However, the late fee will not exceed the 
Minimum Payment Due.  

Returned Payment  

Up to $35. If your payment is returned unpaid the first time we present it to your bank, the fee is $25. If 
this happens again within the next 6 billing periods, the fee is $35. However, the returned payment fee 
will not exceed the Minimum Payment Due on the last Payment Due Date before the payment is 
returned.  

Returned Check  

$38 if you use your card to cash a check at one of our approved locations and the check is returned 
unpaid. We will also charge you the unpaid amount. 

Statement Copy 

$5 for each statement you request, except for the 3 most recent billing periods. 

Foreign Transaction  

2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Converting charges 
made in a foreign currency in Part 2.  

Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement. 

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FDR 996584

Cardmember Agreement: Part 2 of 2

Doc 27308

How Your American Express Account Works

Introduction

About your 
Cardmember Agreement

Changing the Agreement

Words we use in 
the Agreement

About using your card

Using the card 

Promise to pay 

Declined transactions

About Additional 
Cardmembers

This document together with Part 1 make up the 
Cardmember Agreement (Agreement) for the Account 
identiﬁ ed on page 1 of Part 1. Any supplements or

amendments are also part of the Agreement. When 
you use the Account (or you sign or keep the card), you 
agree to the terms of the Agreement. 

We may change this Agreement, subject to applicable 
law. We may do this in response to the business, legal 
or competitive environment.

Changes to some terms may require 45 days advance 
notice, and we will tell you in the notice if you have 
the right to reject a change. We cannot change certain 
terms during the ﬁ rst year of your Cardmembership. 

We, us, and our mean the issuer shown on page 1 of 
Part 1. You and your mean the person who applied for 
this Account and for whom we opened the Account. You 
and your also mean anyone who agrees to pay for this 
Account. You are the Basic Cardmember. You may 
request a card for an Additional Cardmember (see 
About Additional Cardmembers below). 

Card means any card or other device that we issue to 
access your Account. A charge is any amount added to 
your Account, such as purchases and fees. A purchase 
is a charge for goods or services.

To pay by a certain date means to send your payment 
so that we receive it and credit it to your Account by that 
date (see About your payments below).

You may use the card to make purchases. You may also 
use the card at an ATM to get cash from a checking 
account you designate.

We decide whether to approve a charge based on how 
you spend and pay on this Account and other accounts 
you have with us and our afﬁ liates. We also consider 
your credit history and your personal resources that we 
know about.

You may arrange for certain merchants to charge your 
Account at regular intervals. We may (but are not 
required to) tell these merchants about your Account 
status or changes to your card number or expiration 
date. You must notify the merchants directly if you want 
them to stop charging your Account.

Keep your card safe and don’t let anyone else use it. If 
your card is lost or stolen or your Account is being used 
without your permission, contact us right away. You may 
not use your Account for illegal activities. 

You promise to pay all charges, including:
•  charges you make, even if you do not present your card or sign for the transaction,
•  charges that other people make if you let them use your Account, 
•  charges that Additional Cardmembers make or permit others to make, and
•  any amounts guaranteed by the use of the card.

We may decline to authorize a charge. Reasons we may 
do this include suspected fraud and our assessment 
of your creditworthiness. This may occur even if your 
Account is not in default.

At your request, we may issue cards to Additional 
Cardmembers. They do not have accounts with us but 
they can use your Account subject to the terms of this 
Agreement. We may report an Additional Cardmember’s 
use of your Account to credit reporting agencies.

You are responsible for all use of your Account by 
Additional Cardmembers and anyone they allow to use 
your Account. You must pay for all charges they make.

We are not responsible for any losses you incur if we 
do not authorize a charge. And we are not responsible if 
any merchant refuses to accept the card.

You authorize us to give Additional Cardmembers 
information about your Account and to discuss it with 
them. 

If you want to cancel an Additional Cardmember’s right 
to use your Account (and cancel their card) you must 
tell us.

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About your payments

When you must pay

How to make payments

How we apply payments 
and credits

Payment of the New Balance is due upon receipt of your 
statement. Each statement states the time and manner 
by which you must make your payment for it to be 
credited as of the same day it is received.  

Each statement also shows a Closing Date. The Closing 
Date is the last day of the billing period covered by the 
statement. Each Closing Date is about 30 days after the 
previous statement’s Closing Date. 

Make payments to us in U.S. dollars with: 
•  a single check drawn on a U.S. bank, or 
•  a single negotiable instrument clearable through the 
U.S. banking system, for example a money order, or 
•  an electronic payment that can be cleared through the 

U.S. banking system. 

When making a payment by mail:
•  make a separate payment for each account,
•  mail your payment to the address shown on the 
payment coupon on your billing statement, and 
•  write your Account number on your check or nego-
tiable instrument and include the payment coupon.

If your payment meets the above requirements, we will 
credit it to your Account as of the day we receive it, as 
long as we receive it by the time disclosed in your billing 

statement. If we receive it after that time, we will credit 
the payment on the day after we receive it.

If your payment does not meet the above requirements, 
there may be a delay in crediting your Account. This 
may result in late fees (see How Fees Work on page 2 
of Part 1).

If we decide to accept a payment made in a foreign 
currency, we will choose a rate to convert your payment 
into U.S. dollars, unless the law requires us to use a 
particular rate.

If we process a late payment, a partial payment or a 
payment marked with any restrictive language, that will 
have no effect on our rights and will not change this 
Agreement.

Subject to applicable law, we will apply payments and credits among charges in any order we choose.

Other important information

Converting charges made 
in a foreign currency

If you make a charge in a foreign currency, we will 
convert it into U.S. dollars on the date we or our agents 
process it. Unless a particular rate is required by law, we 
will choose a conversion rate that is acceptable to us for 
that date. The rate we use is no more than the highest 
ofﬁ cial rate published by a government agency or the

highest interbank rate we identify from customary 
banking sources on the conversion date or the prior 
business day. This rate may differ from rates that are in 
effect on the date of your charge. We will bill charges 
converted by establishments (such as airlines) at the 
rates they use.

Changing your billing 
address

You must notify us immediately if you change the:
•  mailing address where we send billing statements; or
•  e-mail address to which we send notice that your 

billing statement is available online.

If you have more than one account, you need to notify 
us separately for each account.

We may update your billing address if we receive 
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending 
your Account

About default

We may:
•  cancel your Account,
•  suspend the ability to make charges,
•  cancel or suspend any feature on your Account, and
•  notify merchants that your Account has been 

cancelled or suspended.

If we do any of these, you must still pay us for all 
charges under the terms of this Agreement.

We may consider your Account to be in default if:
•   you violate a provision of this Agreement,
•  you give us false information,
•  you ﬁ le for bankruptcy,
•  you default under another agreement you have with 

us or an afﬁ liate,

•  you become incapacitated or die, or
•  we believe you are unable or unwilling to pay your 

debts when due.

We may do any of these things at our discretion, even if 
you pay on time and your Account is not in default.

If your Account is cancelled, you must destroy your 
cards. 

We may agree to reinstate your Account after a 
cancellation. If we do this, we may:
•  reinstate any additional cards issued on your Account,
•  charge you any applicable annual fees, and
•  charge you a fee for reinstating the Account

If we consider your Account in default, we may:
•  suspend your ability to make charges, and
•  cancel or suspend any feature on your Account.

Collection costs

You agree to pay all reasonable costs, including attorneys’ fees, that we incur to collect amounts you owe.

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Credit reports

You agree that we may obtain credit reports about you,  
investigate your ability to pay, and obtain information 
about you from other sources. And you agree that we 
may use such information for any purposes, subject to 
applicable law.

You agree that we may give information about your 
Account to credit reporting agencies. 

We may tell a credit reporting agency if you fail to 
comply with any term of this Agreement. This may have 
a negative impact on your credit record. 

If you believe information we have given to a credit 
reporting agency is incorrect, write to us at: American 
Express Credit Bureau Unit, P.O. Box 981537, El Paso, 
TX 79998-1537. When you write to us, tell us the 
speciﬁ c information you believe is incorrect.

Sending you notices

We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing address 
on our records. Any notice that we send you this way is deemed to be given when deposited in the U.S. mail.

We may contact you

From time to time, we may contact you about topics 
ranging from servicing to marketing offers to collecting 
amounts you owe. We may monitor and record phone 
calls between you (or any Additional Cardmembers on 
your Account) and us. We do this to ensure the quality

of customer service or when it is required by law.

You can choose to not receive marketing offers from us. 
To do this, call us at 1-800-297-8378 or log on to 
www.americanexpress.com/communications

About insurance products We or our afﬁ liates may tell you about insurance and 

How we handle 
electronic debits from 
your checking account

non-insurance products, services or features that may 
have a fee. One of our afﬁ liates may act on behalf 
of a provider of these products. The afﬁ liate may be 
compensated for this. The insurance products are not 
offered or sold by us or on our behalf. Our afﬁ liates may 
get additional compensation when Amex Assurance

When you pay us by check, you authorize us to 
electronically deduct the amount from your bank 
or other asset account. We may process the check 
electronically by transmitting to your ﬁ nancial institution:
•  the amount,
•  the routing number,
•  the account number, and 
•  the check serial number. 

Company or another afﬁ liate is the insurer or reinsurer. 
Compensation may inﬂ uence what products and 
providers we or our afﬁ liates tell you about.

We may share information about you with our afﬁ liates 
so they can identify products that may interest you. We 
may be compensated for this information.

If we do this, your payment may be deducted from 
your bank or other asset account on the same day 
we receive your check. Also, you will not receive that 
cancelled check with your bank or asset account billing 
statement.

If we cannot collect the funds electronically, we may 
issue a draft against your bank or other asset account 
for the amount of the check.

ExpressPay

Cards issued on your Account may be equipped with ExpressPay. ExpressPay enables you to make charges 
without having the card swiped or imprinted. You can call us to deactivate ExpressPay at any time. Also, we may 
deactivate ExpressPay at any time.

Privacy Act of 1974 notice

Some federal agencies may accept the card under authority of statute. When you make charges at these agencies, 
we collect certain charge information. That information may be put to routine uses, such as processing, billing and 
collections. It may also be aggregated for reporting, analysis and marketing use. Other routine uses by agencies 
may be published in the Federal Register.

Changing beneﬁ ts

We have the right to add, modify or delete any beneﬁ t or service of your Account at our discretion.

Assigning the Agreement

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without notifying you. 
You may not sell, assign or transfer your Account or any of your obligations under this Agreement.

Assigning claims

If you dispute a charge with a merchant, we may credit 
the Account for all or part of the disputed charge. If we 
do so, you assign and transfer to us all rights and claims 
(excluding tort claims) against the merchant. 

You agree that you will not pursue any claim against 
the merchant for the credited amount. And you must 
cooperate with us if we decide to do so.

We do not waive our rights We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not waive 

our rights to exercise or enforce them on any other occasion.

Governing law

New York law and federal law govern this Agreement 
and your Account. They govern without regard to 
internal principles of conﬂ icts of law.

We are located in New York. We hold your Account in 
New York. We entered into this Agreement with you in 
New York.

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Arbitration

This Arbitration provision sets forth the circum-
stances and procedures under which claims may 
be arbitrated instead of litigated in court.

Deﬁ nitions
As used in this Arbitration provision, the term 
claim means any claim, dispute or controversy 
between you and us arising from or relating to 
your Account, this Agreement, the Electronic 
Funds Transfer Services Agreement, and 
any other related or prior agreement that you 
may have had with us, or the relationships 
resulting from any of the above agreements, 
except for the validity, enforceability or scope 
of this Arbitration provision. For purposes of 
this Arbitration provision, you and us also 
includes any corporate parent, or wholly or 
majority owned subsidiaries, afﬁ liates, any 
licensees, predecessors, successors, assigns, 
any purchaser of any accounts, all agents, 
employees, directors and representatives of any 
of the foregoing, and other persons referred to 
below in the deﬁ nition of claims. Claim includes 
claims of every kind and nature, including but not 
limited to, initial claims, counterclaims, cross-
claims and third-party claims and claims based 
upon contract, tort, fraud and other intentional 
torts, statutes, regulations, common law and 
equity. Claim also includes claims by or against 
any third party using or providing any product, 
service or beneﬁ t in connection with any account 
(including, but not limited to, credit bureaus, 
third parties who accept the card, third parties 
who use, provide or participate in fee-based or 
free beneﬁ t programs, enrollment services and 
rewards programs, credit insurance companies, 
debt collectors and all of their agents, 
employees, directors and representatives) if and 
only if, such third party is a party in connection 
with the claim. The term claim is to be given the 
broadest possible meaning that will be enforced 
and includes, by way of example and without 
limitation, any claim, dispute or controversy 
that arises from or relates to (a) any of the 
accounts created under any of the agreements, 
or any balances on any such accounts, (b) 
advertisements, promotions or oral or written 
statements related to any such accounts, goods 
or services ﬁ nanced under any of the accounts 
or the terms of ﬁ nancing, (c) the beneﬁ ts and 
services related to Cardmembership (including 
fee-based or free beneﬁ t programs, enrollment 
services and rewards programs), and (d) your 
application for any account. We shall not elect to 
use arbitration under this Arbitration provision for 
any claim that you properly ﬁ le and pursue in a 
small claims court of your state or municipality so 
long as the claim is individual and pending only 
in that court.

Initiation of Arbitration
Any claim shall be resolved, upon the election 
by you or us, by arbitration pursuant to this 
Arbitration provision and the code of procedures 
of the arbitration organization to which the claim 
is referred in effect at the time the claim is ﬁ led 
(code), except to the extent the code conﬂ icts 
with this Agreement. Claims shall be referred 
to either JAMS or the American Arbitration 
Association (AAA), as selected by the party

electing to use arbitration. If our selection of 
either of these organizations is unacceptable to 
you, you may select the other organization within 
30 days after you receive notice of our selection. 
For a copy of the code, to ﬁ le a claim or for other 
information, contact either JAMS (1920 Main St 
#300, Irvine, CA 92614 or jamsadr.com) or AAA 
(335 Madison Ave, New York, NY 10017 or adr.
org).

In addition to the organizations listed above, 
claims may be referred to any other arbitration 
organization that is mutually agreed upon 
in writing by you and us, or to an arbitration 
organization or arbitrator(s) appointed pursuant 
to § 5 of the Federal Arbitration Act, 9 U.S.C. 
§§ 1-16, as it may be amended (FAA), provided 
that any such organization and arbitrator(s) 
will enforce the terms of the Restrictions on 
Arbitration subsection set forth below.

Signiﬁ cance of Arbitration
IF ARBITRATION IS CHOSEN BY ANY PARTY 
WITH RESPECT TO A CLAIM, NEITHER 
YOU NOR WE WILL HAVE THE RIGHT TO 
LITIGATE THAT CLAIM IN COURT OR HAVE 
A JURY TRIAL ON THAT CLAIM. FURTHER, 
YOU AND WE WILL NOT HAVE THE RIGHT 
TO PARTICIPATE IN A REPRESENTATIVE 
CAPACITY OR AS A MEMBER OF ANY CLASS 
OF CLAIMANTS PERTAINING TO ANY CLAIM 
SUBJECT TO ARBITRATION. EXCEPT AS 
SET FORTH BELOW, THE ARBITRATOR’S 
DECISION WILL BE FINAL AND BINDING. 
NOTE THAT OTHER RIGHTS THAT YOU 
OR WE WOULD HAVE IF YOU WENT TO 
COURT ALSO MAY NOT BE AVAILABLE IN 
ARBITRATION.

Restrictions on Arbitration
IF EITHER PARTY ELECTS TO RESOLVE 
A CLAIM BY ARBITRATION, THAT CLAIM 
SHALL BE ARBITRATED ON AN INDIVIDUAL 
BASIS. THERE SHALL BE NO RIGHT OR 
AUTHORITY FOR ANY CLAIMS TO BE 
ARBITRATED ON A CLASS ACTION BASIS OR 
ON BASES INVOLVING CLAIMS BROUGHT 
IN A PURPORTED REPRESENTATIVE 
CAPACITY ON BEHALF OF THE GENERAL 
PUBLIC, OTHER CARDMEMBERS OR OTHER 
PERSONS SIMILARLY SITUATED. The 
arbitrator’s authority to resolve claims is limited 
to claims between you and us alone, and the 
arbitrator’s authority to make awards is limited to 
awards to you and us alone. Furthermore, claims 
brought by you against us, or by us against you, 
may not be joined or consolidated in arbitration 
with claims brought by or against someone 
other than you, unless agreed to in writing by 
all parties. No arbitration award or decision will 
have any preclusive effect as to issues or claims 
in any dispute with anyone who is not a named 
party to the arbitration. Notwithstanding any other 
provision of this Agreement (including but not 
limited to the Continuation subsection below) and 
without waiving either party’s right to appeal such 
decision, should any portion of this Restrictions 
on Arbitration subsection be deemed invalid 
or unenforceable, then the entire Arbitration 
provision (other than this sentence) shall not 
apply.

Arbitration Procedures
This Arbitration provision is made pursuant to 
transactions involving interstate commerce and 
shall be governed by the FAA. The arbitra-
tion shall be governed by the applicable code, 
except that this Agreement shall apply if there 
are any conﬂ icts. The arbitrator shall apply 
applicable substantive law consistent with the 
FAA and applicable statutes of limitations, shall 
honor claims of privilege recognized at law, 
and, at the timely request of either party, shall 
provide a brief written explanation of the basis 
for the decision. The arbitration proceeding 
shall not be governed by any federal or state 
rules of civil procedure or rules of evidence. 
Any party may request that the arbitrator 
expand the scope of discovery by doing so in 
writing and copying any other parties, who shall 
have 15 days to make objections. The arbitrator 
will notify the parties of his/her decision within 
20 days of any objecting party’s submission. 
The arbitrator shall take reasonable steps to 
preserve privacy. The arbitrator’s award shall 
be ﬁ nal and binding, except for any right of 
appeal provided by the FAA; however, either 
party shall have 30 days to appeal that decision 
by notifying the arbitration organization and 
any other parties in writing. The organization 
will then appoint a three-arbitrator panel which 
shall consider anew any aspect of the decision 
objected to by the appealing party. The panel 
shall issue its decision, by majority vote, within 
120 days of the appealing party’s written notice. 
Judgment upon any award rendered by the 
arbitrator or panel may be entered in any court 
having jurisdiction.

Location of Arbitration
Arbitration hearings you attend shall take place 
in the federal judicial district of your residence.

Payment of Fees
You will be responsible for paying your share, 
if any, of the arbitration fees (including ﬁ ling, 
administrative, hearing and/or other fees), but 
only up to the amount of the ﬁ ling fees you 
would have incurred if you had brought a claim 
in the state or federal court closest to your 
billing address that would have had jurisdic-
tion. We will be responsible for any additional 
arbitration fees. At your written request, we 
will consider in good faith making a temporary 
advance of all or part of your share of any 
arbitration fees. You will not be assessed any 
arbitration fees in excess of your share if you 
do not prevail in any arbitration with us.

Continuation
This Arbitration provision shall survive 
termination of your Account; voluntary payment 
of the Account balance in full by you; any legal 
proceeding by you or us to collect a debt owed 
by the other; any bankruptcy by you or us; and 
any sale by us of your Account (in the case 
of a sale, its terms shall apply to the buyer of 
your Account). If any portion of this Arbitration 
provision, except as otherwise provided in 
the Restrictions on Arbitration subsection, 
is deemed invalid or unenforceable, it shall 
not invalidate the remaining portions of this 
provision.

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