General Terms
Welcome to
Amazon Services Business Solutions, a suite of optional services for sellers including:
Selling on Amazon,
Amazon Webstore,
Fulfillment by Amazon,
Product Ads, and
Transaction Processing Services.
THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT (THE
"AGREEMENT")
CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF
THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU
REPRESENT AND AMAZON. BY REGISTERING FOR OR USING THE SERVICES, YOU
(ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND
BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM
POLICIES THAT APPLY FOR THE COUNTRY FOR WHICH YOU REGISTER OR ELECT TO
USE A SERVICE ("ELECTED COUNTRY").
As used in this Agreement,
"we," "us," and
"Amazon" means the applicable Amazon Contracting Party and any of its applicable Affiliates, and
"you"
means the applicant (if registering for or using a Service as an
individual), or the business employing the applicant (if registering
for or using a Service as a business) and any of its Affiliates.
Capitalized terms have the meanings given to them in this Agreement. If
there is a conflict among terms in this Agreement, the Program
Policies will prevail over any applicable Service Terms and the General
Terms, and the applicable Service Terms will prevail over the General
Terms.
1. Enrollment.
To begin the enrollment process, you must complete the registration
process for one or more of the Services. Use of the Services is limited
to parties that can lawfully enter into and form contracts under
applicable law (for example, the Elected Country may not allow minors
to use the Services). As part of the application, you must provide us
with your (or your business') legal name, address, phone number and
e-mail address. We may at any time cease providing any or all of the
Services at our sole discretion and without notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee details are described in the applicable Service Terms and
Program Policies. You are responsible for all of your expenses in
connection with this Agreement. To use a Service, you must provide us
with valid credit card information from a credit card or credit cards
acceptable by Amazon (
"Your Credit Card") as well as
valid bank account information for a bank account or bank accounts
acceptable by Amazon (conditions for acceptance may be modified or
discontinued by us at any time without notice) (
"Your Bank Account").
You will use only a name you are authorized to use in connection with a
Service and will update all of the preceding information as necessary
to ensure that it at all times remains accurate and complete. You
authorize us (and will provide us documentation evidencing your
authorization upon our request) to verify your information (including
any updated information), to obtain credit reports about you from time
to time, to obtain credit authorizations from the issuer of Your Credit
Card, and to charge Your Credit Card or debit Your Bank Account for any
sums payable by you to us (in reimbursement or otherwise). All
payments to you will be remitted to Your Bank Account through a banking
network or by other means specified by us. For any amounts you owe
us, we may (a) charge Your Credit Card; (b) offset any amounts that are
payable by you to us (in reimbursement or otherwise) against any
payments we may make to you; (c) invoice you for amounts due to us, in
which case you will pay the invoiced amounts upon receipt; (d) reverse
any credits to Your Bank Account; or (e) seek such payment or
reimbursement from you by any other lawful means. Except as provided
otherwise, all amounts contemplated in this Agreement will be expressed
and displayed in the Local Currency, and all payments contemplated by
this Agreement will be made in the Local Currency. If we discover
erroneous or duplicate transactions, then we reserve the right to seek
reimbursement from you by deducting from future payments owed to you,
charging Your Credit Card, or seeking such reimbursement from you by any
other lawful means.
IF WE DETERMINE THAT YOUR ACTIONS OR PERFORMANCE MAY RESULT IN
RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, OR OTHER RISKS, THEN WE MAY IN
OUR SOLE DISCRETION WITHHOLD ANY PAYMENTS TO YOU UNTIL THE COMPLETION OF
ANY RELATED INVESTIGATION. IF WE DETERMINE THAT YOUR ACCOUNT HAS BEEN
USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY, THEN WE
MAY IN OUR SOLE DISCRETION PERMANENTLY WITHHOLD ANY PAYMENTS.
As a security measure, we may, but are not required to, impose
transaction limits on some or all customers and sellers relating to the
value of any transaction or disbursement, the cumulative value of all
transactions or disbursements during a period of time, or the number of
transactions per day or other period of time. We will not be liable to
you: (i) if we do not proceed with a transaction or disbursement that
would exceed any limit established by us for a security reason, or (ii)
if we permit a customer to withdraw from a transaction because an
Amazon Site or Service is unavailable following the commencement of a
transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed
registration for or use of a Service, whichever occurs first, and
continue until terminated by us or you as provided in this Agreement
(the
"Term"). We may terminate or suspend this
Agreement or any Service for any reason at any time by notice to you.
You may terminate this Agreement or any Service or the Promotion Site
for any reason at any time by the means then specified by Amazon.
Termination or suspension of a Service will not terminate or suspend any
other Service unless explicitly provided. Upon termination, all rights
and obligations of the parties under this Agreement will terminate,
except that Sections
2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and
18
will survive termination. Any terms that expressly survive according to
the applicable Service Terms will also survive termination.
4. License.
You grant us a royalty-free, non-exclusive, worldwide, perpetual,
irrevocable right and license to use, reproduce, perform, display,
distribute, adapt, modify, re-format, create derivative works of, and
otherwise commercially or non-commercially exploit in any manner, any
and all of Your Materials, and to sublicense the foregoing rights to our
Affiliates and operators of Amazon Associated Properties; provided,
however, that we will not alter any of Your Trademarks from the form
provided by you (except to re-size trademarks to the extent necessary
for presentation, so long as the relative proportions of such trademarks
remain the same) and will comply with your removal requests as to
specific uses of Your Trademarks (provided you are unable to do so
using standard functionality made available to you via the applicable
Amazon Site or Service); provided further, however, that nothing in this
Agreement will prevent or impair our right to use Your Materials
without your consent to the extent that such use is allowable without a
license from you or your Affiliates under applicable law (e.g., fair use
under United States copyright law, referential use under trademark law,
or valid license from a third party).
5. Representations.
You represent and warrant to us that: (a) if you are a business, you
are duly organized, validly existing and in good standing under the Laws
of the country in which your business is registered and that you are
registering for the Service(s) within such country; (b) you have all
requisite right, power and authority to enter into this Agreement,
perform your obligations, and grant the rights, licenses and
authorizations in this Agreement; (c) any information provided or made
available by you or your Affiliates to Amazon or its Affiliates is at
all times accurate and complete; and (d) you and all of your
subcontractors, agents and suppliers will comply with all applicable
Laws in your performance of your obligations and exercise of your rights
under this Agreement.
6. Indemnification.
You release us and agree to indemnify, defend and hold harmless us,
our Affiliates, and our and their respective officers, directors,
employees, representatives and agents against any claim, loss, damage,
settlement, cost, expense or other liability (including, without
limitation, attorneys' fees) (each, a "Claim") arising from or related
to: (a) your actual or alleged breach of any obligations in this
Agreement; (b) any of Your Sales Channels other than Amazon Sites and
Amazon Associated Properties, Your Products (including their offer,
sale, performance and fulfillment), Your Materials, any actual or
alleged infringement of any Intellectual Property Rights by any of the
foregoing, and any personal injury, death or property damage related
thereto; (c) any act or omission of Your Personnel; or (d) Your Taxes.
You will use counsel reasonably satisfactory to us to defend each
indemnified Claim. If at any time we reasonably determine that any
indemnified Claim might adversely affect us, we may take control of the
defense at our expense. You may not consent to the entry of any judgment
or enter into any settlement of a Claim without our prior written
consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
a. THE AMAZON SITES AND THE SERVICES, INCLUDING ALL CONTENT,
SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR
PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A
USER OF THE SERVICES, YOU USE THE AMAZON SITES, THE SERVICES AND SELLER
CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE
AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES
REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT;
(ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR
NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
AMAZON SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE
AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT
BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO
SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT,
PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS
AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN
ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES AMAZON (AND ITS
AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND
CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED
AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR
ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY
INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS
AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR
PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE
COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT
EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD
PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE GIVING
RISE TO THE CLAIM.
9. Insurance.
If the gross proceeds from Your Transactions exceed the applicable
Insurance Threshold during each month over any period of three (3)
consecutive months, or otherwise if requested by us, then within thirty
(30) days thereafter, you will maintain at your expense throughout the
remainder of the Term for each applicable Elected Country commercial
general, umbrella or excess liability insurance with the Insurance
Limits per occurrence and in aggregate covering liabilities caused by
or occurring in conjunction with the operation of your business,
including products, products/completed operations and bodily injury,
with policy(ies) naming Amazon and its assignees as additional insureds.
At our request, you will provide to us certificates of insurance for
the coverage to the following address: c/o Amazon, P.O. Box 81226,
Seattle, WA 98108-1226, Attention: Risk Management.
10. Tax Matters.
As between the parties, you will be responsible for the collection,
reporting and payment of any and all of Your Taxes, except to the
extent Amazon expressly agrees to receive taxes or other
transaction-based charges in connection with tax calculation services
made available by Amazon and used by you. You agree to and will comply
with the
Tax Policies.
All fees payable by you to Amazon under this Agreement or the
applicable Service Terms are exclusive of any applicable taxes, and you
will be responsible for paying Amazon any of Your Taxes imposed on such
fees.
11. Confidentiality.
During the course of your use of the Services, you may receive
information relating to us or to the Services, including but not limited
to Amazon Transaction Information, that is not known to the general
public ("Confidential Information"). You agree that: (a) all
Confidential Information will remain Amazon's exclusive property; (b)
you will use Confidential Information only as is reasonably necessary
for your participation in the Services; (c) you will not otherwise
disclose Confidential Information to any other Person; and (d) you will
take all reasonable measures to protect the Confidential Information
against any use or disclosure that is not expressly permitted in this
Agreement. You may not issue any press release or make any public
statement related to the Services, or use our name, trademarks or logo,
in any way (including in promotional material) without our advance
written permission, or misrepresent or embellish the relationship
between us in any way.
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our
obligations under this Agreement by reasons, events or other matters
beyond our reasonable control.
13. Relationship of Parties.
Subject to the Transaction Processing Service Terms (if the Elected
Country for a Service is the United States), you and we are independent
contractors, and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, sales representative, or employment
relationship between us. You will have no authority to make or accept
any offers or representations on our behalf. This Agreement will not
create an exclusive relationship between you and us. Nothing expressed
or mentioned in or implied from this Agreement is intended or will be
construed to give to any person other than the parties to this Agreement
any legal or equitable right, remedy, or claim under or in respect to
this Agreement. This Agreement and all of the representations,
warranties, covenants, conditions, and provisions in this Agreement are
intended to be and are for the sole and exclusive benefit of Amazon,
you, and customers. As between you and us, you will be solely
responsible for all obligations associated with the use of any third
party service or feature that you permit us to use on your behalf,
including compliance with any applicable terms of use. You will not make
any statement, whether on your site or otherwise, that would contradict
anything in this section.
14. Use of Amazon Transaction Information.
You will not, and will cause your Affiliates not to, directly or
indirectly: (a) disclose any Amazon Transaction Information (except
that you may disclose that information solely as necessary for you to
perform your obligations under this Agreement if you ensure that every
recipient uses the information only for that purpose and complies with
the restrictions applicable to you related to that information); (b)
use any Amazon Transaction Information for any marketing or promotional
purposes whatsoever, or otherwise in any way inconsistent with our or
your privacy policies or applicable Law; (c) contact a Person that has
ordered Your Product with the intent to collect any amounts in
connection therewith or to influence that Person to make an alternative
transaction; (d) disparage us, our Affiliates, or any of their or our
respective products or services or any customer; or (e) target
communications of any kind on the basis of the intended recipient being
an Amazon Site user. In addition, you may only use tools and methods
that we designate to communicate with Amazon Site users regarding Your
Transactions, including for the purpose of scheduling, communicating,
or cancelling the fulfillment of Your Products. The terms of this
Section 14
do not prevent you from using other information that you acquire
without reference to Amazon Transaction Information for any purpose,
even if that information is identical to Amazon Transaction
Information, provided that you do not target communications on the basis
of the intended recipient being an Amazon Site user.
15. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available
suggestions, comments, ideas, improvements, or other feedback or
materials to us in connection with or related to any Amazon Site or
Service (including any related Technology), we will be free to use,
disclose, reproduce, modify, license, transfer and otherwise distribute,
and exploit any of the foregoing information or materials in any
manner. In order to cooperate with governmental requests, to protect our
systems and customers, or to ensure the integrity and operation of our
business and systems, we may access and disclose any information we
consider necessary or appropriate, including but not limited to user
contact details, IP addresses and traffic information, usage history and
posted content.
16. Modification.
We may amend any of the terms and conditions contained in this
Agreement at any time and at our sole discretion. Any changes will be
effective upon the posting of such changes on Seller Central or on the
applicable Amazon Site, and you are responsible for reviewing these
locations and informing yourself of all applicable changes or notices.
All notice of changes to the General Terms and the Service Terms will
be posted for at least 30 days. Changes to Program Policies may be made
without notice to you. You should refer regularly to Seller Central to
review the current Agreement (including the Service Terms and Program
Policies) and to be sure that the items you offer can be offered via
the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER AMAZON'S
POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES
OR MODIFICATIONS.
17. Password Security.
Any password we provide to you may be used only during the Term to
access Seller Central (or other tools we provide) to use the Services,
electronically accept Your Transactions, and review your completed
transactions. You are solely responsible for maintaining the security of
your password. You may not disclose your password to any third party
(other than third parties authorized by you to use your account in
accordance with this Agreement) and are solely responsible for any use
of or action taken under your password. If your password is compromised,
you must immediately change your password.
18. Miscellaneous.
The Governing Laws will govern this Agreement, without reference to
rules governing choice of laws or the Convention on Contracts for the
International Sale of Goods. Any dispute with Amazon or its Affiliates
or claim relating in any way to this Agreement or your use of the
Services will be adjudicated in the Governing Courts, and you consent
to exclusive jurisdiction and venue in the Governing Courts,
or, if the
Elected Country is the United States or Canada, we both consent that
any such dispute or claim will be resolved by binding arbitration as
described in this paragraph, rather than in court, except that
you may assert claims in a small claims court that is a Governing Court
if your claims qualify and you or we may bring suit in the Governing
Courts to enjoin infringement or other misuse of intellectual property
rights.
There is no judge or jury in arbitration, and court
review of an arbitration award is limited. However, an arbitrator can
award on an individual basis the same damages and relief as a court
(including injunctive and declaratory relief or statutory damages), and
must follow the terms of this Agreement as a court would. To
begin an arbitration proceeding, you must send a letter requesting
arbitration and describing your claim to our registered agent, CSC
Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119.
The arbitration will be conducted by the American Arbitration
Association (AAA) under its rules, including the AAA's Supplementary
Procedures for Consumer-Related Disputes. Payment of all filing,
administration and arbitrator fees will be governed by the AAA's rules.
We will reimburse those fees for claims totaling less than $10,000
unless the arbitrator determines the claims are frivolous. Likewise,
Amazon will not seek attorneys' fees and costs from you in arbitration
unless the arbitrator determines the claims are frivolous. You may
choose to have the arbitration conducted by telephone, based on written
submissions, or in person in the county where you live or at another
mutually agreed location.
We each agree that any dispute
resolution proceedings will be conducted only on an individual basis and
not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration
we each waive any right to a jury trial.
You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this
Agreement will be binding on, inure to, and be enforceable against the
parties and their respective successors and assigns. We may perform any
of our obligations or exercise any of our rights under this Agreement
through one or more of our Affiliates. Our failure to enforce your
strict performance of any provision of this Agreement will not
constitute a waiver of our right to enforce such provision or any other
provision of this Agreement subsequently.
We have the right in our sole discretion to determine the content,
appearance, design, functionality and all other aspects of the Services,
including by redesigning, modifying, removing, or restricting access
to any of them.
Because Amazon is not your agent (except for the limited purpose set
out in the Transaction Processing Service Terms (if the Elected
Country for a Service is the United States)), or the customer’s agent
for any purpose, Amazon will not act as either party's agent in
connection with resolving any disputes between participants related to
or arising out of any transaction.
We will send all notices and other communications regarding this
Agreement to you at the e-mail addresses you designated for
notifications and updates in your program application or within Seller
Central, or by any other means then specified by Amazon. We may also
communicate with you electronically and in other media, and you consent
to such communications regardless of any "E-mail Preferences" (or
similar preferences or requests) you may have indicated on the
applicable Amazon Site, on Seller Central, or by any other means. You
may change your e-mail addresses and certain other information in Seller
Central. You will ensure that all of your information is up to date
and accurate at all times. You must send all notices and other
communications relating to Amazon to our Merchant Services Team by using
the
Contact Us form.
This Agreement incorporates and you accept the applicable Service
Terms and Program Policies, which Amazon may modify from time to time.
If any provision of this Agreement is deemed unlawful, void, or for any
reason unenforceable, then that provision will be deemed severable from
these terms and conditions and will not affect the validity and
enforceability of any remaining provisions. If the Elected Country is
Canada, then it is the express wish of the parties that this Agreement
and the applicable Service Terms and Program Policies have been drafted
in English. (The following is a French translation of the preceding
sentence: Si le pays de service est le Canada, les parties conviennent
que la présente autorisation et tous les termes et conditions
applicables s'y rattachant soient rédigés en anglais.) This Agreement
represents the entire agreement between the parties with respect to the
Services and related subject matter and supersedes any previous or
contemporaneous oral or written agreements and understandings.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any
other entity that directly or indirectly controls, is controlled by, or
is under common control with that entity.
"Amazon Associated Properties" means any website or
other online point of presence, mobile application, service or feature,
other than an Amazon Site, through which any Amazon Site, any Webstore
Site, or products or services available on any of them, are syndicated,
offered, merchandised, advertised or described.
"Amazon Contracting Party" means the party outlined below.
- If the Elected Country is Canada:
| Service |
Amazon Contracting Party |
| Selling on Amazon |
Amazon Services International, Inc. |
| Selling on Amazon (if your account is enabled to list Optional Coverage Plans) |
Amazon Services Contracts, Inc. |
| Fulfillment by Amazon |
Amazon.com.ca, Inc. |
| Product Ads |
Amazon Services International, Inc. |
- If the Elected Country is Japan:
| Service |
Amazon Contracting Party |
| Selling on Amazon |
Amazon Services International, Inc. |
| Fulfillment by Amazon |
Amazon Japan Logistics K.K. |
| Product Ads |
Amazon Services International, Inc. |
- If the Elected Country is the United States:
| Service |
Amazon Contracting Party |
| Selling on Amazon |
Amazon Services LLC |
| Selling on Amazon (if your account is enabled to list Optional Coverage Plans) |
Amazon Services Contracts, Inc. |
| Fulfillment by Amazon |
Amazon Services LLC |
| Amazon Webstore |
Amazon Services LLC |
| Product Ads |
Amazon Services LLC |
| Transaction Processing Services |
Amazon Payments, Inc., provided that if you registered for or used a
Service prior to June 30, 2014, then Amazon Services LLC may in its
discretion perform the Transaction Processing Services |
"Amazon Site" means, as applicable, the CA Amazon Site, the JP Amazon Site, or the US Amazon Site.
"Amazon Transaction Information" means,
collectively, Order Information and any other data or information
acquired by you or your Affiliates from Amazon, its Affiliates, or
otherwise as a result of this Agreement, the transactions contemplated
by this Agreement, or the parties' performance under this Agreement.
"CA Amazon Site" means that website, the primary
home page of which is identified by the url www.amazon.ca, and any
successor or replacement of such website.
"Content" means copyrightable works under applicable Law.
"Excluded Products" means the items described on the applicable
Restricted Products pages in Seller Central, any other applicable Program Policy, or any other information made available to you by Amazon.
"Governing Courts" means the applicable one of the following:
- the state or Federal court in King County, Washington (if the Elected Country is Canada or the United States),
- Tokyo District Court or Tokyo Summary Court depending upon the amount of the claim made (if the Elected Country is Japan).
"Governing Laws" means the applicable one of the following:
- the laws of the State of Washington, United States together with
the Federal Arbitration Act and other applicable federal law (if the
Elected Country is Canada or the United States),
- the laws of Japan (if the Elected Country is Japan).
"Insurance Limits" means the applicable one of the following:
- One Million Canadian Dollars ($1,000,000) (if the Elected Country is Canada),
- One Hundred Million Japanese Yen (¥100,000,000) (if the Elected Country is Japan),
- One Million U.S. Dollars ($1,000,000) (if the Elected Country is the United States).
"Insurance Threshold" means the applicable one of the following:
- Ten Thousand Canadian Dollars ($10,000) (if the Elected Country is Canada),
- One Million Japanese Yen (¥1,000,000) (if the Elected Country is Japan),
- Ten Thousand U.S. Dollars ($10,000) (if the Elected Country is the United States).
"Intellectual Property Right" means any patent,
copyright, Trademark, domain name, moral right, trade secret right, or
any other intellectual property right arising under any Laws and all
ancillary and related rights, including all rights of registration and
renewal and causes of action for violation, misappropriation or
infringement of any of the foregoing.
"
JP Amazon Site" means that website, the primary
home page of which is identified by the url www.amazon.co.jp, and any
successor or replacement of such website.
"Law" means any law, ordinance, rule, regulation,
order, license, permit, judgment, decision or other requirement, now or
in the future in effect, of any governmental authority (e.g. on a
federal, state, or provincial level, as applicable) of competent
jurisdiction.
"Local Currency" means the applicable one of the following:
- U.S. Dollars (if the Elected Country is the United States),
- Canadian Dollars (if the Elected Country is Canada),
- Japanese Yen (if the Elected Country is Japan).
"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each case as determined by us, that you offer.
"Order Information" means, with respect to any of
Your Products ordered through an Amazon Site or a Webstore Site, the
order information and shipping information that we provide or make
available to you.
"Person" means any individual, corporation,
partnership, limited liability company, governmental authority,
association, joint venture, division or other cognizable entity, whether
or not having distinct legal existence.
"Program Policies" means all terms, conditions,
policies, guidelines, rules and other information on the applicable
Amazon Site or on Seller Central, including those shown on the
"Policies and Agreements" section of Seller Central or elsewhere in the
"Help" section of Seller Central (and, for purposes of the Fulfillment
by Amazon Service, specifically including the
FBA Guidelines). All Program Policies applicable to Webstore by Amazon also apply to Amazon Webstore, unless otherwise specifically stated.
"Promotion Site" means that ecommerce website, the
primary home page of which is identified by the URL
www.sellername.amazonwebstore.com, in which "sellername" is a name
representing you that we elect to include in such URL.
"Sales Proceeds" means the gross proceeds from any
of Your Transactions, including all shipping and handling, gift wrap and
other charges, and including taxes and customs duties to the extent
specified in the applicable
Tax Policies.
"Seller Central" means the online portal and tools
made available by Amazon to you, for your use in managing your orders,
inventory and presence on a particular Amazon Site, a Webstore Site, or
any other online point of presence.
"Service" means each of the following services:
Selling on Amazon, Amazon Webstore, Fulfillment by Amazon, Product Ads,
and, if the Elected Country for a Service is the United States, the
Transaction Processing Services, together in each case with any related
services and materials we make available.
"Service Terms" means the service terms applicable
to each Service, which are made part of this Agreement upon the date
you elect to register for or use the applicable Service, and any
subsequent modifications we make to those terms.
"Technology" means any: (a) ideas, procedures,
processes, systems, methods of operation, concepts, principles and
discoveries protected or protectable under the Laws of any jurisdiction;
(b) interfaces, protocols, glossaries, libraries, structured XML
formats, specifications, grammars, data formats, or other similar
materials; and (c) software, hardware, code, technology or other
functional item.
"Trademark" means any trademark, service mark, trade
dress (including any proprietary "look and feel"), trade name, other
proprietary logo or insignia or any other source or business identifier,
protected or protectable under any Laws.
"US Amazon Site" means that website, the primary
home page of which is identified by the url www.amazon.com, and any
successor or replacement of such website.
"Webstore Service" has the meaning described in the Webstore Service Terms.
"Webstore Site" has the meaning described in the Webstore Service Terms.
"Your Materials" means all Technology, Your
Trademarks, Content, Your Product information, data, materials, and
other items or information provided or made available by you or your
Affiliates to Amazon or its Affiliates.
"Your Personnel" means any third party warranting,
administering or otherwise involved in the offer, sale, performance or
fulfillment of Your Products, including any of your employees,
representatives, agents, contractors, or subcontractors.
"Your Product" means any product or service
(including Optional Coverage Plans) that: (a) you offer through the
Webstore Service or the Selling on Amazon Service; (b) is made available
for advertising by you through the Product Ads Service; or (c) is
fulfilled or otherwise processed through the Fulfillment by Amazon
Service.
"Your Sales Channels" means all sales channels and
other means through which you or any of your Affiliates offers products
or services, other than physical stores.
"Your Taxes" means any and all sales, goods and
services, use, excise, premium, import, export, value added,
consumption and other taxes, regulatory fees, levies (specifically
including environmental levies) or charges and duties assessed,
incurred or required to be collected or paid for any reason (a) in
connection with any advertisement, offer or sale of products or
services by you on or through or in connection with the Services; (b)
in connection with any products or services provided for which Your
Products are, directly or indirectly, involved as a form of payment or
exchange; or (c) otherwise in connection with any action, inaction or
omission of you or your Affiliates, or any Persons providing products
or services, or your or their respective employees, agents, contractors
or representatives, for which Your Products are, directly or
indirectly, involved as a form of payment or exchange. Also, if the
Elected Country is the United States or Canada, as it is used in the
Fulfillment by Amazon Service Terms, this defined term also means any
of the types of taxes, duties, levies or fees mentioned above that are
imposed on or collectible by Amazon or any of its Affiliates in
connection with or as a result of fulfillment services including the
storage of inventory or packaging of Your Products and other materials
owned by you and stored by Amazon, shipping, gift wrapping or other
actions by Amazon in relation to Your Products pursuant to the
Fulfillment by Amazon Service Terms.
"Your Trademarks" means Trademarks of yours that you
provide to us: (a) in non-text form for branding purposes; and (b)
separate from (and not embedded or otherwise incorporated in) any
product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through an Amazon Site or any Webstore Site.
Selling on Amazon Service Terms
The Selling on Amazon Service (
"Selling on Amazon")
is a Service that allows you to offer certain products and services
directly on the Amazon Sites (which, if the Elected Country is the
United States, includes a Promotion Site that we may make available from
time to time during the Term and on which certain of Your Products may
be offered).
These Selling on Amazon Service Terms are part of the Agreement, but,
unless specifically provided otherwise, concern and apply only to your
participation in Selling on Amazon. BY REGISTERING FOR OR USING THE
SELLING ON AMAZON SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS
YOU REPRESENT) AGREE TO BE BOUND BY THE
AGREEMENT, INCLUDING THESE SELLING ON AMAZON SERVICE TERMS.
NOTWITHSTANDING
THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT
THAT PERMITS YOU TO OFFER YOUR PRODUCTS THROUGH A PARTICULAR
AMAZON SITE (E.G., A MERCHANTS@ AMAZON.COM PROGRAM AGREEMENT,
MERCHANTS @AMAZON.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR OF THOSE
AGREEMENTS), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL YOUR
PRODUCTS ON THAT AMAZON SITE PURSUANT TO SUCH SEPARATE AGREEMENT,
TRANSACTIONS OF YOUR PRODUCTS ON THAT AMAZON SITE AND ANY TAX SERVICES
WE MAKE AVAILABLE UNDER THAT AGREEMENT ARE GOVERNED BY THE TERMS OF
THAT AGREEMENT AND NOT BY THESE SELLING ON AMAZON SERVICE TERMS.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will
provide in the format we require accurate and complete Required Product
Information for each product or service that you offer through any
Amazon Site and promptly update that information as necessary to ensure
it at all times remains accurate and complete. You will also ensure
that Your Materials, Your Products (including packaging) and your offer
and subsequent sale of any of the same on any Amazon Site comply with
all applicable Laws (including all minimum age, marking and labeling
requirements) and do not contain any sexually explicit (except to the
extent expressly permitted under our applicable Program Policies),
defamatory or obscene materials. You may not provide any information
for, or otherwise seek to offer any Excluded Products on any Amazon
Sites; or provide any URL Marks for use, or request that any URL Marks
be used, on any Amazon Site.
S-1.2 Product Listing; Merchandising; Order Processing.
We will enable you to list Your Products on a particular Amazon Site,
and conduct merchandising and promote Your Products as permitted by us
(including via the Amazon Associated Properties or any other functions,
features, advertising, or programs on or in connection with the
applicable Amazon Site). We may use mechanisms that rate, or allow
shoppers to rate, Your Products and your performance as a seller and
Amazon may make these ratings and feedback publicly available. We will
provide Order Information to you for each order of Your Products
through the applicable Amazon Site. We will also receive all Sales
Proceeds on your behalf for each of these transactions and will have
exclusive rights to do so, and will remit them to you in accordance
with these Selling on Amazon Service Terms.
S-1.3 Shipping and Handling Charges. For those of
Your Products ordered by customers on or through an Amazon Site that
are not fulfilled using Fulfillment by Amazon, you will determine
shipping and handling charges via and subject to our standard
functionality and categorizations for the applicable Amazon Site and
further subject to any shipping and handling charge Program Policies
for that Amazon Site, except that, with respect to products offered by
sellers on the Individual selling plan and BMVD Products offered by any
seller (to the extent we make available functionality to list such
products), we will determine the shipping and handling charges (and in
either case you will accept the charges as payment in full for your
shipping and handling of such products). For Your Products that are
fulfilled using Fulfillment by Amazon, please refer to the Fulfillment
by Amazon Service Terms.
S-1.4 Credit Card Fraud. We will bear the risk of
credit card fraud (i.e., a fraudulent purchase arising from the theft
and unauthorized use of a third party's credit card information)
occurring in connection with Your Transactions except in connection
with Seller-Fulfilled Products that are not fulfilled strictly in
accordance with the Order Information and Shipment Information. You will
bear all other risk of fraud or loss. We may in our sole discretion
withhold for investigation, refuse to process, restrict shipping
destinations for, stop and/or cancel any of Your Transactions. You will
stop or cancel orders of Your Products if we ask you to do so. If you
have already transferred Your Products to a carrier or shipper when we
ask you to stop or cancel an order, you will use commercially reasonable
efforts to stop or cancel delivery of that order. You will refund any
customer (in accordance with
Section S-2.2) that has been charged for an order that we stop or cancel.
S-2 Sale and Fulfillment; Refunds and Returns.
S-2.1 Sale and Fulfillment. Other than as described
in the Fulfillment by Amazon Service Terms for each Amazon Site for
which you register or use the Selling on Amazon Service, you will: (a)
source, offer, sell and fulfill your Seller-Fulfilled Products, and
source and, offer and sell your Amazon-Fulfilled Products, in each case
in accordance with the terms of the applicable Order Information, this
Agreement, and all terms provided by you or us and displayed on the
applicable Amazon Site at the time of the order and be solely
responsible for and bear all risk for those activities; (b) package
each of Your Products in a commercially reasonable manner and ship each
of Your Products on or before its Expected Ship Date; (c) retrieve
Order Information at least once each business day; (d) only cancel Your
Transactions as permitted pursuant to your terms and conditions
appearing on the applicable Amazon Site at the time of the applicable
order or as may be required under this Agreement; (e) fulfill Your
Products throughout the Elected Country (except to the extent
prohibited by Law or this Agreement); (f) provide to Amazon information
regarding fulfillment and order status and tracking (to the extent
available), in each case as requested by us using the processes
designated by us, and we may make any of this information publicly
available; (g) comply with all Street Date instructions; (h) ensure that
you are the seller of each of Your Products; (i) include an
order-specific packing slip, and, if applicable, any tax invoices,
within each shipment of Your Products; (j) identify yourself as the
seller of each of Your Products on all packing slips or other
information included or provided in connection with Your Products and
as the Person to which a customer may return the applicable product;
and (k) except as expressly permitted by this Agreement, not send
customers emails confirming orders or fulfillment of Your Products. If
any of Your Products are fulfilled using Fulfillment by Amazon, the
Fulfillment by Amazon Service Terms for the applicable Amazon Site will
apply to the storage, fulfillment and delivery of such Amazon-Fulfilled
Products.
S-2.2 Cancellations, Returns and Refunds. For all of
Your Products that are not fulfilled using Fulfillment by Amazon, you
will accept and process cancellations, returns, refunds and adjustments
in accordance with this Agreement and the Amazon Refund Policies for
the applicable Amazon Site published at the time of the applicable
order, and we may inform customers that these policies apply to Your
Products. Except as otherwise described in the Program Policies, you
will determine and calculate the amount of all refunds and adjustments
(including any taxes, shipping and handling or other charges) or other
amounts to be paid by you to customers in connection with Your
Transactions, using functionality we enable for your account. This
functionality may be modified or discontinued by us at any time without
notice. You will route all payments to customers in connection with
Your Transactions through Amazon. We will provide those payments to the
customer (which may be in the same payment form originally used to
purchase Your Product), and you will reimburse us for all amounts we
pay. For all of Your Products that are fulfilled using Fulfillment by
Amazon, the Amazon Refund Policies for the applicable Amazon Site
published at the time of the applicable order will apply and you will
comply with them. You will promptly provide refunds and adjustments that
you are obligated to provide under the applicable Amazon Refund
Policies and as required by Law, and in no case later than thirty (30)
days after the obligation arises.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls.
You are solely responsible for any non-performance, non-delivery,
misdelivery, theft or other mistake or act in connection with the
fulfillment of Your Products, except to the extent caused by: (a)
credit card fraud for which we are responsible under
Section S-1.4;
or (b) our failure to make available to you Order Information as it was
received by us or resulting from address verification. Notwithstanding
the previous sentence, for those of Your Products that are fulfilled
using Fulfillment by Amazon, if any, the Fulfillment by Amazon Service
Terms for the applicable Amazon Site will apply to non-delivery,
misdelivery, theft or other mistake or act in connection with the
fulfillment of those of Your Products. You are also responsible for any
non-conformity or defect in, or any public or private recall of, any
of Your Products or other products provided in connection with Your
Products. You will notify us promptly as soon as you have knowledge of
any public or private recalls of Your Products or other products
provided in connection with Your Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform
you that we have received a claim under the "A-to-z Guarantee" offered
on a particular Amazon Site, or any chargeback or other dispute,
concerning one of Your Transactions, you will deliver to us within
seven (7) days after request by us: (a) proof of fulfillment of Your
Product(s) (as applicable); (b) the applicable Amazon order
identification number; (c) a description of Your Product(s) (as
applicable); and (d) any terms provided by you or us and displayed on
the Amazon Site at the time of the transaction in question. If you fail
to comply with the prior sentence, or if the claim, chargeback, or
dispute is not caused by: (i) credit card fraud for which we are
responsible under Section S-1.4; or (ii) our failure to make your Order
Information available as the same was received by us or resulting from
address verification, then you will promptly reimburse us in accordance
with the
Service Fee Payments section of this Agreement
for the amount of the customer purchase (including the Purchase Price,
all associated shipping and handling charges and all taxes, but
excluding any associated Referral Fees retained and not subject to
refund by Amazon) and all associated credit card association, bank or
other payment processing, re-presentment and/or penalty fees associated
with the original purchase and any chargeback or refund, in each case to
the extent paid or payable by us or our Affiliates. If the Elected
Country is Japan and we receive a claim under the "A-to-z Guarantee"
concerning one of Your Transactions and we determine that we are
responsible for that claim then we will purchase the returned products
from the customer.
S-4 Parity with Your Sales Channels.
Subject to this
Section S-4, you are free to determine which
of Your Products you wish to offer on a particular Amazon Site. You
will maintain parity between the products you offer through Your Sales
Channels and the products you list on any Amazon Site by ensuring that :
(a) the Purchase Price and every other term of offer or sale of Your
Product (including associated shipping and handling charges, Shipment
Information, any "low price" guarantee, rebate or discount, any free or
discounted products or other benefit available as a result of
purchasing one or more other products, and terms of applicable
cancellation, return and refund policies) is at least as favorable to
Amazon Site users as the most favorable terms upon which a product is
offered or sold via Your Sales Channels (excluding consideration of
Excluded Offers); (b) customer service for Your Products is at least as
responsive and available and offers at least the same level of support
as the most favorable customer services offered in connection with any
of Your Sales Channels (this requirement does not apply to customer
service for payment-related issues on Your Transactions, which we will
provide); and (c) the Content, product and service information and
other information under
Section S-1.1 regarding Your Products
that you provide to us is of at least the same level of quality as the
highest quality information displayed or used in Your Sales Channels.
If you become aware of any non-compliance with (a) above, you will
promptly compensate adversely affected customers by making appropriate
refunds to them in accordance with
Section S-2.2. For
Amazon-Fulfilled Products, if the shipping and handling charges
associated with the sale and fulfillment of any of Your Products
offered on an Amazon Site are included (and not separately stated) in
the item price listed for Your Product (collectively a
"Shipping Inclusive Purchase Price"),
then the parity obligation in (a) above will be satisfied if the
Shipping Inclusive Purchase Price and each other term of offer or sale
for the product on the Amazon Site are at least as favorable to Amazon
Site users as the purchase price and each other term of offer or sale
for the product (including any and all separately stated shipping and
handling charges) pursuant to which the product or service is offered
or sold via any of Your Sales Channels.
S-5 Compensation.
You will pay us: (a) the applicable Referral Fees; (b) any applicable
Variable Closing Fee; (c) the non-refundable Selling on Amazon
Subscription Fee in advance each month; and (d) any other applicable
fees described in this Agreement (including any applicable Program
Policies).
"Selling on Amazon Subscription Fee" means the fee specified as such on the Selling on Amazon
Fee Schedule for the applicable Amazon Site at the time such fee is payable. With respect to each of Your Transactions: (i)
"Sales Proceeds" has the meaning set out in this Agreement; (ii) "Variable Closing Fee" means the applicable fee, if any, as specified on the
Variable Closing Fee Schedule for the applicable Amazon Site; and (iii)
"Referral Fee"
means the applicable fee based on the Sales Proceeds from Your
Transaction through the applicable Amazon Site specified on the Selling
on Amazon
Fee Schedule
for that Amazon Site at the time of Your Transaction, based on the
categorization by Amazon of the type of product that is the subject of
Your Transaction; provided, however, that Sales Proceeds will not
include any shipping charges set by us in each of the following two
cases: (y) in the case of Your Transactions that consist solely of
products fulfilled using Fulfillment by Amazon; and (z) in the case of
Media Products.
S-6 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, we will remit to you
on a bi-weekly (14 day) (or at our option, more frequent) basis, which
may vary for each Elected Country, any Sales Proceeds received by us or
our Affiliates but not previously remitted to you as of the date that
is two (2) business days prior to the date of remittance (the
"Remittance Calculation Date")
(which you will accept as payment in full for Your Transactions),
less: (a) the Referral Fees; (b) the applicable Variable Closing Fee;
(c) any Selling on Amazon Subscription Fees; and (d) any other
applicable fees described in this Agreement (including any applicable
Program Policies). When you either initially provide or later change
Your Bank Account information, the Remittance Calculation Date may be
deferred by up to 14 days. You will not have the ability to initiate or
cause payments to be remitted to you. For sellers that registered
after October 30, 2011 and are on the Individual selling plan, the
remittance amount will not include Sales Proceeds from the 14-day
period before the date of remittance. If you refund money to a customer
in connection with one of Your Transactions, and the refund is routed
through us (or our Affiliate), on the next available Remittance
Calculation Date we will refund to you the amount of the Referral Fee
paid by you to us attributable to the amount of the customer refund
(including refunded taxes and customs duties only to the extent
specified in the applicable
Tax Policies),
less the Refund Administration Fee for each of Your Products refunded
that is not a BMVD Product, which amount we may retain as an
administrative fee; provided, however, that in the case of a complete
refund of Sales Proceeds for a Media Product, we will refund to you the
full amount of any Variable Closing Fee paid by you to us (and in the
case of a partial refund of Sales Proceeds for a Media Product, we will
not refund to you any portion of any Variable Closing Fee paid by you
to us). We will remit any amounts to be refunded by us pursuant to this
subsection from time to time together with the next remittance to be
made by us to you.
S-7 Control of Amazon Sites.
We have the right in our sole discretion to determine the content,
appearance, design, functionality and all other aspects of the Amazon
Sites, including by redesigning, modifying, removing or restricting
access to any of them, and by suspending, prohibiting or removing any
listing.
S-8 Effect of Termination.
Upon termination of these Selling on Amazon Service Terms in
connection with a particular Amazon Site, all rights and obligations of
the Parties under these Selling on Amazon Service Terms with regard to
such Amazon Site will be extinguished, except that the rights and
obligations of the Parties with respect to Your Transactions occurring
during the Term will survive the termination or expiration of the Term.
Selling on Amazon Definitions
"Amazon-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by Amazon Service.
"Amazon Refund Policies" means the
return and refund policies published on the applicable Amazon Site and applicable to products and services offered via that Amazon Site.
"BMVD Product" means any book, magazine or other
publication, sound recording, video recording, and/or other media
product in any format, including any subscription, in each case
excluding any software product, computer game, and/or video game.
"Excluded Offer" means any discount, rebate,
promotional offer, or other term of offer and/or sale that you: (a) have
attempted to make available through a particular Amazon Site but that
we do not honor or support (but only until such time as we honor or
support the same on such Amazon Site); or (b) make available solely to
Third Parties that either (i) purchase products solely for resale and
who are not end users of such products (i.e., wholesale purchasers), or
(ii) if the Elected Country is either Canada or the United States,
have affirmatively elected and opted-in to participate in your or one of
your Affiliates' membership-based customer loyalty or customer
incentive programs.
"Expected Ship Date" means, with respect to any of
Your Products, either: (a) the end of the shipping availability period
(which begins as of the date on which the relevant order is placed by
the customer), or the shipping availability date, as applicable,
specified by you in the relevant inventory/product data feed for Your
Product; or (b) if you do not specify shipping availability information
in such inventory/product data feed or that Your Product is in a product
category that Amazon designates as requiring shipment within two (2)
business days, two (2) business days after the date on which the
relevant order is placed by the customer.
"Media Product" means any book, magazine or other
publication, sound recording, video recording, software product,
computer game, videogame, or other media product in any format,
including any related subscription, offered through an Amazon Site.
"Purchase Price" means the total amount payable or
paid for Your Product (including taxes and shipping and handling charges
only to the extent specified in the applicable
Tax Policies).
"Refund Administration Fee" means the applicable one of the following:
- the lesser of Five Canadian Dollars ($5) or twenty percent of the
applicable Referral Fee (if the Amazon Site is the CA Amazon Site),
- the lesser of Five Hundred Japanese Yen (¥500) or ten percent of
the applicable Referral Fee (if the Amazon Site is the JP Amazon Site),
- the lesser of Five U.S. Dollars ($5) or twenty percent of the
applicable Referral Fee (if the Amazon Site is the US Amazon Site).
"Remittance Calculation Date" is defined in
Section S-6.
"Required Product Information" means, with respect
to each of Your Products in connection with a particular Amazon Site,
the following (except to the extent expressly not required under the
applicable Program Policies): (a) description, including as applicable,
location-specific availability and options, scheduling guidelines and
service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and
other identifying information as Amazon may reasonably request; (c)
information regarding in-stock status and availability, shipping
limitations or requirements, and Shipment Information (in each case, in
accordance with any categorizations prescribed by Amazon from time to
time); (d) categorization within each Amazon product category and
browse structure as prescribed by Amazon from time to time; (e)
digitized image that accurately depicts only Your Product, complies
with all Amazon image guidelines, and does not include any additional
logos, text or other markings; (f) Purchase Price; (g) shipping and
handling charge (in accordance with our standard functionality); (h) any
text, disclaimers, warnings, notices, labels or other content required
by applicable Law to be displayed in connection with the offer,
merchandising, advertising or sale of Your Product; (i) any vendor
requirements, restocking fees or other terms and conditions applicable
to such product that a customer should be aware of prior to purchasing
the product; (j) brand; (k) model; (l) product dimensions; (m) weight;
(n) a delimited list of technical specifications; (o) SKU and
UPC/EAN/JAN numbers (and other identifying information as we may
reasonably request) for accessories related to Your Product that is
available in our catalog; (p) the state or country Your Product ships
from; and (q) any other information reasonably requested by us (e.g.,
the condition of used or refurbished products).
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by Amazon Service.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
"Street Date" means the date(s), if any, specified
by the manufacturer, distributor and/or licensor of a product as the
date before which specified information regarding such product (e.g.,
title of a book) should not be disclosed publicly, or such product
should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo,
name, phrase, identifier or character string, that contains or
incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or
any variation of a top level domain (e.g., dot com, dotcom, net, or
com).
"Your Transaction" is defined in the General Terms
of this Agreement; however, as used in these Selling on Amazon Service
Terms, it means any and all such transactions through Selling on Amazon
only.
Webstore Service Terms
Amazon Webstore (which, for purposes of this Agreement, includes
Webstore by Amazon, unless specifically stated otherwise) (the
"Webstore Service") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a
"Webstore Site"). The Webstore Service is not currently available in Canada or Japan.
These Webstore Service Terms are part of this Agreement, and, unless
specifically provided otherwise, concern and apply only to your
participation in the Webstore Service. BY REGISTERING FOR OR USING THE
WEBSTORE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU
REPRESENT) AGREE TO BE BOUND BY THE
AGREEMENT, INCLUDING THESE WEBSTORE SERVICE TERMS.
W-1 Listing and Promotion.
Each sale of Your Products through your Webstore Site is a sale by
you. You will determine what is for sale on your Webstore Site, but you
may not list any product on the Webstore Site that is an Excluded
Product. You will ensure that you list all of Your Products in
accordance with this Agreement, including any applicable Program
Policies.
W-2 Information.
You will provide in the format we require accurate and complete
Webstore Required Product Information and all other information
requested by us to process payments for you and to otherwise operate
your Webstore Site. You will update such information as necessary to
ensure it at all times remains accurate and complete. If you provide us
with any images of Your Product, you will, unless we otherwise agree,
first remove any logos, text or other marking included on the image
except for any logos, text or other marking that actually appears on
the product. You will either: (a) upload to us the "shipping
confirmation files" as required by us, including all shipment
notification, shipping status and order tracking information requested
by us from time to time, and any other information as requested by us to
process payments based on Your Product shipment status; provided, that
if you are using Fulfillment by Amazon to fulfill any of your customer
orders, the Fulfillment by Amazon Service Terms will apply with
respect to such orders; or (b) use the Manage Your Orders tool in
Seller Central to manage and upload the required "shipping confirmation
files" from Seller Central. We may provide this shipment and payment
related information to users of the Webstore Site. We will make
available certain information and reports relating to Your Transactions
as we determine and have no obligation to make available any other
information. We may use mechanisms that rate, or may allow users to
rate, your performance as a seller, and may post those ratings and
feedback on the Webstore Site or any Amazon Site or otherwise make it
publicly available. Any use on your Webstore Site of content displayed
on an Amazon Site, or links to an Amazon Site, will be subject to the
terms of the
Amazon Associates Operating Agreement.
W-3 Your Product Transactions.
W-3.1 General; Sale and Fulfillment. You will be
solely responsible for, and bear all risk and liability for, sourcing,
storing, selling, and fulfilling all of Your Products. As such, you
are responsible for any non-conformity or defects in, damage to, or
theft of or claims regarding the delivery or non-delivery of Your
Products. You will handle such responsibilities, and agree to complete
transactions for the items that you have listed in accordance with
these Webstore Service Terms and applicable Program Policies.
Notwithstanding anything in this
Section W-3.1, for those of
Your Products that are fulfilled using Fulfillment by Amazon (if any),
the Fulfillment by Amazon Service Terms will apply to our storage,
fulfillment and delivery of Your Products. All sales of Your Products on
or through the Webstore Site will be final and may not be cancelled or
revoked by you except pursuant to the applicable terms and conditions
that appear on the Webstore Site.
W-3.2 Order and Payment Processing. We will process
all payments, refunds and adjustments for Your Transactions. Amazon's,
or one of its Affiliates', name will appear on the customer's credit
card statement (which may also display, at our option, your name). We
will determine the time at which we process payments, refunds and
adjustments for Your Transactions in our sole discretion. However, you
are always the seller of record. We may withhold for investigation, or
refuse to process, any of Your Transactions. We do not need to accept
any particular form of order or payment for Your Product, or honor or
accept any discounts, coupons, gift certificates, or other offers or
incentives made available by you. We may in our sole discretion withhold
for investigation or to refuse to process any transaction involving
Your Products or any other products or services on or through the
Webstore Site. We may use the services of one or more third party,
processors or financial institutions in connection with the Webstore
Service (each, a "Processor"). If total Sales Proceeds from Your
Transactions exceed $20,000 per month for any three consecutive months,
you agree to the additional terms and conditions between you and the
Processor(s) as provided in the
Credit Card Association Agreement.
If you have entered into a separate agreement with one of our
Affiliates that governs order and payment processing in connection with
Your Transactions, you will be subject to the terms of that agreement
notwithstanding anything to the contrary in this Agreement.
W-3.3 Fraud and Order Stops/Cancellations. We will
bear the risk of credit card fraud (i.e. fraudulent purchases arising
from the theft and unauthorized use of a third party's credit card
information) occurring in connection with Your Transactions, except with
respect to Your Transactions that you do not fulfill in accordance with
the Order Information made available to you by us (including shipping
Your Product only to the recipient and at the shipping address specified
in the Order Information made available by Amazon), and you will bear
all other risk of fraud or loss. You will promptly inform us of any
changes to the product mix of Your Products or any pattern of fraudulent
or other improper activities with respect to any of Your Product(s)
that has resulted or may result in a higher incidence of fraud or other
impropriety associated with transactions involving it (or them) than
other similar products. You will stop or cancel orders of Your Products
if we so direct (and if the customer has already been charged, you
will execute the refunds for these orders) and will provide to us
telephone and email contact information for a designated contact
available during business hours whom we can contact regarding fraud,
order stops and cancellations and similar concerns, who will cooperate
with us and who has access and ability promptly to cancel or stop
orders from being shipped. We may restrict destinations to which you
may ship Your Products sold on or through any Webstore Site.
W-3.4 Refunds and Returns. Except for those of Your
Products, if any, that are fulfilled using Fulfillment by Amazon (in
which case the Fulfillment by Amazon Service Terms will apply), you will
accept and process returns of, and (using the functionality we make
available to you) provide refunds and adjustments for, Your Products in
accordance with these Webstore Service Terms and your policies posted
on the Webstore Site at the time of the applicable sale, and you will
calculate and refund any associated taxes required to be refunded. You
will route all refund (and adjustment) payments through Amazon or its
designated Affiliate. Amazon or its designated Affiliate will credit the
applicable customer account, and you will reimburse Amazon for all
amounts so credited. The functionality we make available to you for
processing returns and adjustments may be modified or discontinued by
us at any time without notice and is subject to the terms of this
Agreement. Except for those of Your Products, if any, that are
fulfilled using Fulfillment by Amazon (in which case the Fulfillment by
Amazon Service Terms will apply), we have no obligation to accept any
returns of any of Your Products.
W-3.5 Delivery Errors and Nonconformities; Product Recalls.
You are responsible for any non-delivery, misdelivery, theft or other
mistake or act in connection with the fulfillment of Your Products,
except to the extent caused by (a) credit card fraud for which we are
responsible under
Section W-3.3; or (b) our failure to make
available to you Order Information as it was received by us or resulting
from address verification. Notwithstanding the previous sentence, for
those of Your Products that are fulfilled using Fulfillment by Amazon
(if any), the Fulfillment by Amazon Service Terms will apply to
non-delivery, misdelivery, theft or other mistake or act in connection
with the fulfillment of those of Your Products. You are also
responsible for any non-conformity or defect in, or any public or
private recall of, any of Your Products. You will notify us promptly as
soon as you have knowledge of any public or private recalls of Your
Products.
W-3.6 A-to-z Guarantee and Chargebacks. If we inform
you that we have received a claim under the "A-to-z Guarantee" (or any
substantially consistent offer), or any chargeback or other dispute,
concerning one of Your Transactions, you will deliver to us within seven
(7) days: (a) proof of delivery of the applicable Your Product(s); (b)
the applicable Amazon order identification number; and (c) a description
of the applicable Your Product(s). If you fail to comply with the prior
sentence, or if the claim, chargeback, or dispute is not caused by (i)
credit card fraud for which we are responsible under
Section W-3.3,
or (ii) our failure to make your Order Information available as the
same was received by us or resulting from address verification, then you
will promptly reimburse us for the amount of the customer purchase
(including the Purchase Price, all associated shipping and handling
charges and all taxes) and all associated credit card association, bank
or other payment processing, re-presentment and/or penalty fees
associated with the original purchase and any chargeback or refund, in
each case to the extent paid or payable by us or our Affiliates. We may
require that you establish a separate reserve account (a "
Reserve")
to secure the performance of your payment obligations under this
Agreement, in an amount as determined by us. Without limiting the
foregoing, we may require a Reserve if you have a high rate of
chargebacks, refunds, or other indicia of performance problems related
to your use of the Webstore Service. The Reserve will be in an amount
as determined by us to cover anticipated chargebacks or credit risk
based on your processing history or such amount designated by our
Processor(s) and the Reserves will be subject to the Transaction
Processing Service Terms (if the Elected Country for a Service is the
United States).
W-4 Customer Service.
W-4.1 General. The provisions in this Section W-4
apply only in connection with sales of Your Products through the
Webstore Site that are not fulfilled using Fulfillment by Amazon. For
customer service obligations pertaining to orders of Your Products
using the Selling on Amazon Service or orders of Your Products
fulfilled using Fulfillment by Amazon, the Service Terms applicable to
those Services will apply. You will refer customer issues to us
according to the responsibilities below, in a timely, professional and
courteous manner and at the applicable "
Contact Us"
form, email address and/or phone number provided for such purpose by
us. You will not establish direct phone or email transfer functionality
of customer service contacts to us, forward customer emails to us, or
disclose our customer service contact information unless in response to a
customer contact concerning a customer service issue for which we are
responsible under these Webstore Service Terms.
W-4.2 Our Customer Service Responsibilities. As
between you and us, we will be solely responsible for all customer
service issues relating to payment, credit card processing, debiting or
crediting, and the "A-to-z Guarantee".
W-4.3 Your Customer Service Responsibilities. Unless
provided otherwise elsewhere in these Webstore Service Terms, you will
be solely responsible for all customer service issues relating to Your
Products (including pricing, rebates, item information, availability,
technical support, functionality and warranty), Your Product order
fulfillment and shipping and handling, Your Product order cancellation
by you or any customer, returns, refunds and adjustments, 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.
W-5 Data and Communications. We and you will co-own
all the Customer Account Information and Webstore Transaction
Information. Neither you nor we will need to pay any royalties or
account to the other in connection with your or our use of any Customer
Account Information or Webstore Transaction Information. You and your
Affiliates will: (a) at all times comply with all Laws, including any
Law related to the use of this type of information; and (b) comply with
any applicable policies posted on the Webstore Site regarding use of
this transaction and customer data. We are not liable for protection or
privacy of electronic mail or other information transferred through the
Internet or any other network you or your customers may utilize,
including without limitation in connection with the provision of the
Webstore Service; or the back up of any of your files or data.
W-6 Pricing and Remittance.
W-6.1 Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on your Webstore Site.
W-6.2 Shipping & Handling Charges. You will
determine shipping and handling charges for Your Products sold on or
through the Webstore Site, but will comply with any shipping and
handling charge Program Policies. If Your Product is fulfilled using
Fulfillment by Amazon, this section will not apply and the Fulfillment
by Amazon Service Terms will apply.
W-6.3 Remittance and Compensation.
W-6.3.1 Fees. You will pay us: (a) applicable
Webstore Referral Fees; and (b) the applicable non-refundable Webstore
Subscription Fee(s) in advance for each month of the term of this
Agreement.
"Webstore Subscription Fee" means the applicable fee(s) specified on the
Webstore Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (i)
"Sales Proceeds" has the meaning set out in the General Terms of this Agreement; and (ii)
"Webstore Referral Fee" means the applicable percentage of Sales Proceeds from Your Transaction through the Webstore Site specified on the
Webstore Fee Schedule at the time of Your Transaction.
W-6.3.2 Remittance of Sales Proceeds. We will remit
to you on a bi-weekly (14-day) (or at our option, more frequent) basis
any Webstore Sales Proceeds received by us but not previously remitted
to you as of the date that is two (2) business days prior to the date
of remittance (the
"Remittance Calculation Date"),
less: (a) the Webstore Referral Fees due for such sums; and (b) any
Webstore Subscription Fees due. You will accept our remittances under
the previous sentence as payment in full for the sale and shipping and
handling of Your Products.
W-6.3.3 Refunds. If you refund money to a customer
in connection with Your Transaction, and the refund is routed through
us, we will refund to you the amount of the Webstore Referral Fee paid
by you to us attributable to the amount of the customer refund
(excluding any refunded taxes), less the lower of (a) five dollars ($5);
or (b) twenty percent (20%) of the Webstore Referral Fee, which we may
retain as an administrative fee. We will remit any amounts to be
refunded by us under this subsection from time to time together with the
next remittance to be made by us to you pursuant to
subsection W-6.3.1 above.
W-7 Provision and Use of the Webstore Service.
W-7.1 License to the Webstore Service and Amazon Materials. Subject to this Agreement (including, but not limited to,
Section W-7.2 (License Restrictions) and
Section W-7.5
(Messaging), we grant you a limited, revocable, non-sublicenseable,
non-assignable, non-exclusive and royalty-free license to: (a) access
and use the Webstore Service and the Amazon Materials in the manner
permitted by this Agreement; (b) install, copy, and use any Amazon
Materials we may provide, solely in conjunction with your access to and
use and operation of your Webstore Site; (c) use the Amazon Marks
solely in conjunction with your use and operation of your Webstore Site
and solely in accordance with the
Trademark Usage Guidelines; and (d) enable the access to and use of your Webstore Site by customers.
W-7.2 License Restrictions. You may not and may not
authorize any other party to do the following to or with the Webstore
Service, the Webstore Site or the Amazon Materials: (a) reverse
engineer, decompile, or disassemble them; (b) modify or create
derivative works based upon them in whole or in part; (c) distribute
copies of them; (d) remove any proprietary notices or labels on them;
(e) use any Public Software in any manner that requires, pursuant to the
license applicable to such Public Software, that the Webstore Service
or any Amazon Materials be disclosed, licensed, distributed or otherwise
made available to anyone; or (f) resell, lease, rent, transfer,
sublicense, or otherwise transfer rights to them. In addition to any
other rights or remedies that we may have, any use in violation of this
section will immediately terminate your right to use the Webstore
Service, the Webstore Site, the Amazon Materials, and the Amazon
Marks.
W-7.3 Ownership; Reservation of Rights. You
acknowledge and agree that we (or our licensors, as applicable) own all
right, title and interest in and to the Webstore Service, the Amazon
Materials, and Amazon Marks, and, except as explicitly included in this
Agreement, you do not, by virtue of this Agreement or otherwise, acquire
any ownership interest or rights in or to the Webstore Service, the
Amazon Materials, any Amazon Marks, or any other intellectual property
or technology that we provide or use in connection with the Webstore
Service. All licenses not expressly granted in these Webstore Service
Terms are reserved and no other licenses, immunity or rights, express or
implied are granted by us, by implication, estoppels or otherwise.
W-7.4 URLs.
W-7.4.1 General. Except as provided in
Section W-7.4.2,
you will be responsible for securing all rights to the URL(s) for the
Webstore Site, including maintaining the registration for the URLs with
your domain name registrars. You will comply with our requirements
regarding the URL(s) and its administration with the registrar so that
we can provide the Webstore Service to you. You represent and warrant
that the URLs used in connection with the Webstore Site does not
violate any intellectual property rights or any other proprietary
rights of any person. Except in connection with any URL provided by us
as described in
Section W-7.4.2, you will not include
"amazon", or any other Amazon Mark or any variation or similar
misspelling in any URL used in connection with the Webstore Site, or
otherwise.
W-7.4.2 Amazon Provided URL. We may provide you with
a URL to use in connection with your Webstore Site. If you choose to
use it you will comply with our requirements for its administration.
W-7.5 Messaging. We will have the right to determine
the use of any Amazon Marks and any messaging or notice on the Webstore
Site, for example, we will control how our role in processing orders
and payments is explained to the customer, and (if applicable) how our
"A-to-z Guarantee" is described. The Webstore Site will also display
privacy and customer account use and creation messaging, which will
include any terms we may require. At a minimum, you will ensure that
your privacy policy discloses that you use third party service providers
to provide your Webstore Site and that your third party service
providers will have access to customer information. Should we allow or
require you to include any Amazon Marks or messaging, you will do so
strictly in accordance with instructions we provide to you.
W-8 Effect of Termination.
Upon any termination of the term of this Agreement or these Webstore
Service Terms, all rights and obligations of the parties under these
Webstore Service Terms will terminate, except that: the rights and
obligations of the parties under
Sections W-2, W-3, W-4, W-5, W-6 and W-8
with respect to Your Transactions occurring prior to termination will
survive such termination. Upon any termination of the term of this
Agreement or these Webstore Service Terms, you will immediately cease
and discontinue all use of the Amazon Marks.
W-9 Miscellaneous.
Your Representations; Compliance with Laws. In addition to your representation and warranties in
Section 5
of the General Terms of this Agreement, you represent and warrant to
us that: (a) all of Your Products and their packaging comply and will
comply with all applicable marking and labeling requirements required
by law; (b) none of Your Products are or will be produced or
manufactured, in whole or in part, by child labor or by convict or
forced labor; (c) you and all of your subcontractors, agents and
suppliers involved in producing or delivering Your Products will
strictly adhere to all applicable Laws of the Elected Country, its
territories and all other countries where Your Products are produced or
delivered, regarding the operation of their facilities and their
business and labor practices, including without limitation working
conditions, wages, hours and minimum ages of workers; (d) you will not,
unless we otherwise agree, redirect any customers or prospective
customers from the Webstore Site to any other sales channel, and will
not use the Webstore Service for any purpose other than the offer or
sale of Your Products as contemplated in this Agreement; (e) Your
Materials, Your Products and your offer and subsequent sale of any of
the same complies with all applicable Laws (including all marking and
labeling requirements) and do not contain any defamatory, obscene or
sexually explicit materials (except to the extent expressly permitted
under applicable Program Policies); (f) you will ensure that Your
Transactions are made at no less than fair value under the antidumping
laws of the United States and will otherwise comply with the antidumping
laws of the United States, its territories and of all other countries
where Your Products are produced, delivered, or intended to be sold; (g)
in connection with the Webstore Service or your Webstore Site, you
will not separately ask for or require any customers or prospective
customers to provide any credit card, debit card, bank account, or other
information related to a payment method; and (h) you will not, without
our prior consent, use any third party payment service for the
processing of payments for transactions associated with your Webstore
Site.
Webstore Definitions
"Amazon Functionality" means all techniques,
know-how, features and functionality specific to development of a
website presence to display products loaded into the Amazon platform,
including the following features and functions: search, browse, product
detail display, shopping cart and credit card transaction processing,
order/account lookup, and storefront administration & merchandising.
"Amazon Mark" is defined in the
Trademark Usage Guidelines.
"Amazon Materials" means: (a) the Amazon
Functionality (including, without limitation, all related techniques,
know-how, algorithms, materials, specifications and source code ); and
(b) all Webstore Service-related product information, APIs, and any
distinctive trade dress and trade styles (including, without
limitation, color schemes), proprietary fonts, and the design,
formatting, organization and structure of screens and other elements
included within the Webstore Site.
"Amazon Product" means any products that are sold and fulfilled by Amazon (or one of its Affiliates) on its own behalf.
"Amazon Transaction" means the sale of any Amazon
Product through the Webstore Site for which Amazon (or its Affiliate)
receives Amazon Transaction Revenues.
"Amazon Transaction Revenues" means: (a) the
aggregate revenues (excluding taxes, bad debt, gift-wrapping charges,
shipping and handling charges, or services charges and credit card
processing fees) derived by Amazon and its Affiliates from sales of
Amazon Products through the Webstore Site as provided in this
Agreement; less (b) any revenues attributable to returned Amazon
Products, if such revenues previously were included in "Amazon
Transaction Revenues".
"Customer Account Information" means the following
non-transaction-specific information you receive from Amazon prior to
the expiration or termination of this Agreement with respect to customer
accounts created or otherwise used to purchase Your Products on the
Webstore Site: customer name, physical address, e-mail address and
phone numbers. Notwithstanding the foregoing and for the avoidance of
doubt, Customer Account Information does not include: (a) any Webstore
Transaction Information; (b) any credit card, other account or
identifying number of, or any other information specifically concerning,
any payment instrument or method; (c) sign-in credentials; (d)
information that pertains specifically to functionality of the Webstore
Site (e.g., personalization settings); or (e) user clickstream
information.
"Public Software" means any software, documentation
or other material that contains, or is derived (in whole or in part)
from, any software, documentation or other material that is distributed
as free software, open source software (e.g., Linux) or similar
licensing or distribution models, including, but not limited to
software, documentation or other material licensed or distributed under
any of the following licenses or distribution models, or licenses or
distribution models similar to any of the following: (a) the GNU General
Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation
License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public
License; (d) the Netscape Public License; (e) the Sun Community Source
License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the
BSD License; and (h) the Apache License.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Webstore Required Product Information" means with
respect to each of Your Products, the following: (a) a description of
Your Product; (b) the UPC code (unless we otherwise agree), SKU number
for Your Product, and any other identifying information about Your
Product that we request; (c) information regarding the in-stock status,
shipping availability period or shipping availability date, and Your
shipping limitations or requirements (in each case, in accordance with
any categorizations we prescribe from time to time); (d) the
categorization of Your Product within each applicable Amazon browse
structure that we prescribe from time to time; (e) a digitized image of
Your Product (provided that you will first remove any logos, text or
other marking included on such image except to the extent that such
logos, text or other marking actually appear on Your Product); (f) the
price for Your Product; (g) any text, disclaimers, warnings, notices,
labels or other content required by applicable law to be displayed in
connection with the offer, merchandising, advertising or sale of Your
Product; (h) any vendor requirements, restocking fees or other terms and
conditions applicable to such product that a customer should be aware
of prior to purchasing the product; (i) brand; (j) model; (k) product
dimensions; (l) weight; (m) a delimited list of technical
specifications; (n) UPC code and SKU number (and other identifying
information as Amazon may reasonably request) for accessories related to
Your Product that are available in Amazon's catalog; and (o) any other
information we reasonably request (e.g., the condition of used or
refurbished products).
"Webstore Transaction Information" means the
following information you receive from Amazon associated with any orders
of Your Product through your Webstore Site: total transaction amount;
order ID#; order item code; SKU; product name; quantity; price; and
adjustments. Notwithstanding the foregoing and for the avoidance of
doubt, Webstore Transaction Information does not include: (a) any
Customer Account Information; (b) sign-in credentials; (c) user
click-stream information; or (d) any credit card or other account or
identifying number of, or any other information specifically concerning,
any payment instrument or method.
Fulfillment by Amazon Service Terms
Fulfillment by Amazon (
"FBA") provides fulfillment and associated services for Your Products.
These FBA Service Terms are part of the Agreement, and, unless
specifically provided otherwise, concern and apply only to your
participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF
OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE
AGREEMENT,
INCLUDING THESE FBA SERVICE TERMS. You expressly agree that Amazon
may engage its Affiliate(s) or a third party in order to complete one
or more of the fulfillment and associated services outlined below.
If the Elected Country is Japan, the following applies to you:
Notwithstanding anything to the contrary in the Agreement, if there
should be any subject matter specified in the "Standard Storage
Bailment Terms and Conditions (Hyoujun Soko Kitaku Yakkan – Otsu)" that
is not specified in the Agreement, including these FBA Service Terms,
upon your request, such provision will be determined by discussion and
mutual agreement of the parties.
Fulfillment Services
F-1 Your Products
Once you are accepted into FBA, you must apply to register each
product you offer that you wish to include in the FBA program. We may
refuse registration in FBA of any product, including on the basis that
it is an FBA Excluded Product or that it violates applicable Program
Policies. You may at any time withdraw registration of any of Your
Products from FBA.
F-2 Product and Shipping Information
You will, in accordance with applicable Program Policies, provide in
the format we require accurate and complete information about Your
Products registered in FBA, and will provide Fulfillment Requests for
any Units fulfilled using FBA that are not sold through an Amazon Site (
"Multi-Channel Fulfillment Units").
You will promptly update any information about Your Products in
accordance with our requirements and as necessary so that the
information is at all times accurate and complete.
F-3 Shipping to Amazon
F-3.1 Except as otherwise provided in
Section F-3.4 and
Section F-5,
FBA is limited to Units that are shipped to and from fulfillment
centers located within the Elected Country, to be delivered to customers
in the Elected Country only. You will ship Units to us in accordance
with applicable Program Policies. You will be responsible for all costs
incurred to ship the Units to the shipping destination (including costs
of freight and transit insurance) and Amazon will not pay any shipping
costs except as provided in
Section F-3.2. You are responsible
for payment of all customs, duties, taxes and other charges. In the case
of any improperly packaged or labeled Unit, we may return the Unit to
you at your expense (pursuant to
Section F-7) or re-package or re-label the Unit and charge you an administrative fee.
F-3.2 You will not deliver to us, and we may refuse
to accept, any shipment or Unsuitable Unit. We may return or dispose of
any Unsuitable Unit as provided in
Section F-7 (and you will be
deemed to have consented to such action): (a) immediately if we
determine in our sole discretion that the Unit creates a safety, health
or liability risk to Amazon, our personnel or any third party; (b) if
you fail to direct us to return or dispose of any Unsuitable Unit within
thirty (30) days after we notify you that the Unit has been recalled;
or (c) except as otherwise provided in this
Section F-3.2, if you
fail to direct us to return or dispose of any Unsuitable Unit within
ninety (90) days after we notify you that we are in possession of it. In
addition, you will reimburse us for any expenses we incur in connection
with any Unsuitable Units.
F-3.3 If the Elected Country is the United States, we may, at our option, allow you to ship Units at your expense (as described in
Section F-9.2)
to fulfillment centers using discounted shipping rates that we may
make available to you for certain carriers. In such event, you will use
the processes and supply the information that we require for you to
obtain such discounted rates. You also must comply with standard
operating procedures, weight and size restrictions, and other shipping
requirements of the applicable carriers. If we provide you with the
estimated shipping costs prior to shipment, you acknowledge and agree
that actual shipping costs may vary from such estimates. In addition,
if the weight of the Unit, as determined by the applicable carrier,
differs from that submitted by you to us for purposes of determining
the estimated shipping costs, then: (a) you may be charged more than
the estimated shipping costs if the carrier determines that such Unit
weighs more than as submitted by you; or (b) you may be charged the
full amount of the estimated shipping costs even if the carrier
determines the weight to be less than that submitted by you. You will
not use our carrier account information (e.g., carrier account number,
amount of shipping rates, etc.) for any purpose, nor disclose such
information to any third party, and you will protect such information
as Amazon's confidential information in accordance with Section 11 of
the General Terms of this Agreement. As between you, us and our carrier,
you will be the shipper of record, and we will be the payer of record
with respect to all Units shipped to us using such discounted rates.
Title and risk of loss for any Unit shipped using discounted rates
provided by us under this Section will remain with you, and our
provision of such shipping rates will not create any liability or
responsibility for us with respect to any delay, damage or loss
incurred during shipment. You authorize the applicable carrier to
provide us with all shipment tracking information.
F-3.4 If you ship Units from outside the Elected
Country to fulfillment centers, you will list yourself as the
importer/consignee and nominate a customs broker. If Amazon is listed on
any import documentation, Amazon reserves the right to refuse to accept
the Units covered by the import documents and any costs assessed
against or incurred by Amazon will be collected from Your Bank Account,
deducted from amounts payable to you, or by other method at our
election.
F-4 Storage
We will provide storage services as described in these FBA Service
Terms once we confirm receipt of delivery. We will keep electronic
records that track inventory of Units by identifying the number of Units
stored in any fulfillment center. We will not be required to physically
mark or segregate Units from other inventory units (e.g., products with
the same Amazon standard identification number) owned by us, our
Affiliates or third parties in the applicable fulfillment center(s). If
we elect to commingle Units with such other inventory units, both
parties agree that our records will be sufficient to identify which
products are Units. We may move Units among facilities. If there is a
loss of or damage to any Units while they are being stored, we will, as
your sole remedy, reimburse you in accordance with the
FBA Guidelines,
and you will, at our request, provide us a valid tax invoice for the
compensation paid to you. If we reimburse you for a Unit, we will be
entitled to dispose of the Unit pursuant to
Section F-7. This
reimbursement is our total liability for any duties or obligations that
we or our agents or representatives may have as a bailee or
warehouseman, and your only right or remedy that you may have as a
bailor. At all other times, you will be solely responsible for any loss
of, or damage to, any Units. Our confirmed receipt of delivery does
not: (a) indicate or imply that any Unit has been delivered free of
loss or damage, or that any loss or damage to any Unit later discovered
occurred after confirmed receipt of delivery; (b) indicate or imply
that we actually received the number of Units of Your Product(s)
specified by you for such shipment; or (c) waive, limit or reduce any
of our rights under this Agreement. We reserve the right to impose, and
change from time to time, scheduling restrictions and volume
limitations on the delivery and storage of your inventory in
fulfillment centers, and you will comply with any of these restrictions
or limitations.
F-5 Fulfillment
As part of our fulfillment services, we will ship Units from our
inventory of Your Products to the shipping addresses in the Elected
Country included in valid customer orders, or submitted by you as part
of a Fulfillment Request. We may ship Units together with products
purchased from other merchants, including any of our Affiliates. We
also may ship Units separately that are included in a single
Fulfillment Request. If you elect to participate in our export
fulfillment services, we will also ship Your Products that we determine
to be eligible (each, a
"Foreign-Eligible Product")
to Foreign Addresses within countries we determine to be eligible for
foreign shipments, subject to the additional terms on foreign shipments
in the applicable
FBA Guidelines.
F-6 Customer Returns
F-6.1 You will be responsible for and will accept
and process returns of, and provide refunds and adjustments for, any
Multi-Channel Fulfillment Units in accordance with the Agreement
(including the applicable Program Policies).
F-6.2 We will receive and process returns of any
Amazon Fulfillment Units that were shipped to addresses within the
Elected Country in accordance with the terms of your Seller Agreement,
these FBA Service Terms and the Program Policies. Any Sellable Units
that are also Amazon Fulfillment Units and that are properly returned
will be placed back into the inventory of Your Products in the FBA
Program. We may fulfill customer orders for Your Products with any
returned Amazon Fulfillment Units. Except as provided in
Section F-7, you will retake title of all Units that are returned by customers.
F-6.3 Except as provided in
Section F-5, we
will, at your direction, either return or dispose of any Selling on
Amazon Unit that is returned to us and that we determine is an
Unsuitable Unit as provided in
Section F-7. Without limitation of our rights under Section
F-7.1, we may elect to return or dispose of that Unsuitable Unit as provided in
Section F-7,
and you will be deemed to have consented to our election if you fail to
direct us to return or dispose of the Unsuitable Unit within ninety
(90) days after we notify you of the Unsuitable Unit.
F-6.4 If Amazon receives a customer return of a
Multi-Channel Fulfillment Unit, you will direct us to return or dispose
of the Unit at your own cost failing which we may dispose of the Unit as
provided in
Section F-7.
F-7 Returns to You and Disposal
F-7.1 You may, at any time, request that Units be
returned to you. We may return Units to you for any reason, including
upon termination of these FBA Service Terms. These returned shipments
will be sent to your designated shipping address that is within the
Elected Country (or, at Amazon’s sole discretion, your designated
shipping address). If the address we have for you is outdated,
incorrect or outside the Elected Country, or if we cannot make
arrangements for you to pay for the return shipment, the Unit(s) will
be deemed abandoned and we may elect to dispose of the Unit(s) as
provided in this Agreement.
F-7.2 You may, at any time, request that we dispose
of Units. We may dispose of any Unit we are entitled to dispose of in
the manner we prefer. Title to each disposed Unit will transfer to us at
no cost to us as necessary for us to dispose of the Unit, and we will
retain all proceeds, if any, received from the disposal of any Unit.
F-7.3 You will promptly notify us of any recalls or
threatened recalls of any of Your Products and cooperate and assist us
in connection with any recalls, including by initiating the procedures
for returning items to you under our standard processes. You will be
responsible for all costs and expenses you, we or any of our or your
Affiliates incur in connection with any recall or threatened recall of
any of Your Products (including the costs to return, store, repair,
liquidate or deliver to you or any vendor any of these products).
F-8 Customer Service
F-8.1 For Multi-Channel Fulfillment Units we will
have no customer service obligations other than to pass any inquiries to
your attention at the contact you provide, and to make available a
reasonable amount of information regarding the status of the fulfillment
of Your Products if you request it and if and to the extent we possess
the requested information. You will ensure that all of your policies and
messaging to your customers regarding shipping of Your Products and
other fulfillment-related matters, reflect our policies and
requirements, including with regard to shipping methods, returns and
customer service; and, you will conspicuously display on your
website(s), in emails or in other media or communications any specific
disclosures, messaging, notices, and policies we require.
F-8.2 We will be responsible for and have sole
discretion regarding all customer service issues relating to packaging,
handling and shipment and customer returns, refunds and adjustments
related to Amazon Fulfillment Units. We will have the right to
determine whether a customer will receive a refund, adjustment or
replacement for any Amazon Fulfillment Unit and to require you to
reimburse us where we determine you have responsibility in accordance
with the Agreement (including these FBA Service Terms and the Program
Policies). Except as provided in this
Section F-8 regarding any Amazon Fulfillment Units, customer service will be handled in accordance with your Seller Agreement.
F-8.3 In situations relating to Amazon Fulfillment
Units where the wrong item was delivered or the item was damaged or
lost or is missing, unless we determine that the basis for such request
is caused by you or any of your employees, agents or contractors, we
will, as your sole and exclusive remedy and at our option: (a) for any
Amazon Fulfillment Unit, (i) ship a replacement Unit to the customer and
reimburse you in accordance with the
FBA Guidelines
for the replacement Unit, or (ii) process a refund to the customer and
reimburse you in accordance with the FBA Guidelines for the Unit; or
(b) for any Multi-Channel Fulfillment Unit, reimburse you in accordance
with the FBA Guidelines for the Unit (and you will, at our request,
provide us a valid tax invoice for the compensation paid to you). Any
customer refund will be processed in accordance with the Selling on
Amazon and the Transaction Processing Service Terms (if the Elected
Country for a Service is the United States). Notwithstanding the
Selling on Amazon Service Terms, we will be entitled to retain the
applicable fees payable to us under the Selling on Amazon Service Terms
and these FBA Service Terms, respectively. Except as expressly
provided in this Section F-8.3, you will be responsible for all costs
associated with any replacement or return.
F-8.4 If we provide a replacement Unit or refund as described in
Section F-8.3 to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to
Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with
Section F-6.
If we do put a Unit back into your inventory, you will reimburse us
for the applicable Replacement Value (as described in the FBA
Guidelines) of the returned Unit. Any replacement Unit shipped by us
under these FBA Service Terms will be deemed to be, and will be treated
in the same manner as, an order and sale of such Unit from you to the
customer via the applicable Amazon Site or Service in accordance with,
and subject to, the terms and conditions of this Agreement and your
Seller Agreement.
F-9 Compensation for Fulfillment Services
F-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the applicable Fulfillment by Amazon
Fee Schedule.
You will be charged the Storage Fees beginning on the day (up to
midnight) that the Unit arrives at a fulfillment center and is available
for fulfillment by Amazon (or in the case of any Unsuitable Unit, the
arrival day (up to midnight)), until the earlier of: (a) the day (up to
midnight) we receive a valid customer order for such product or a
request from you to return or dispose of the Unit; or (b) the day (up to
midnight) we actually ship the Unit to your designated return location
or dispose of the Unit.
F-9.2 Shipping and Gift Wrap. For any Amazon
Fulfillment Units we will determine the amounts charged to the customer
for shipping and gift wrap services for the Units that we fulfill
through the FBA Program. As between you and us, these charges will be
your charges to the customer, and we will report them to you. We will
charge you (and you will pay us) a fee equal to the amount of such
charges to the customer. In the case of shipments of Units sold through
the Amazon Site that qualify for the "Free Shipping" promotion, the
amounts charged to the customer for shipping the Selling on Amazon
Units that Amazon fulfills will first be charged to the customer and
will next be deducted from the total charges to the customer as your
promotion and Amazon will not charge you the fee described above. If
the Elected Country is the United States and you ship Units to us using
the shipping rates that we may make available pursuant to
Section F-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
F-9.3 Proceeds. We may keep all proceeds of any
Units that we dispose of or to which title transfers, including
returned, damaged or abandoned Units. You will have no security
interest, lien or other claim to the proceeds that we receive in
connection with the sale, fulfillment and/or shipment of these Units.
F-10 Indemnity
In addition to your obligations under
Section 6 of the General
Terms of this Agreement, you also agree to indemnify, defend and hold
harmless us, our Affiliates, and our and their respective officers,
directors, employees, representatives and agents against any Claim that
arises from or relates to: (a) the Units (whether or not title has
transferred to us, and including any Unit that we identify as yours
pursuant to
Section F-4 regardless of whether such Unit is the
actual item you originally sent to us), including any personal injury,
death or property damage; (b) the shipment, export or delivery of Your
Products to Foreign Addresses (including with respect to any
classification data and other information provided by you to us in
connection therewith, and notwithstanding any rights we have under
Section F-5
or any certifications we may make in connection with the shipment,
export or delivery of Your Products); (c) any of Your Taxes or the
collection, payment or failure to collect or pay Your Taxes; and, if
applicable (d) any sales, use, value added, personal property, gross
receipts, excise, franchise, business or other taxes or fees, or any
customs, duties or similar assessments (including penalties, fines or
interest on any of the foregoing) imposed by any government or other
taxing authority in connection with the shipment of Foreign-Eligible
Products to Foreign Addresses (collectively,
"Foreign Shipment Taxes").
F-11 Release
You, on behalf of yourself and any successors, subsidiaries,
Affiliates, officers, directors, shareholders, employees, assigns and
any other person or entity claiming by, through, under or in concert
with them (collectively, the
"Releasing Parties"),
irrevocably acknowledge full and complete satisfaction of and
unconditionally and irrevocably release and forever fully discharge
Amazon and each of our Affiliates, and any and all of our and their
predecessors, successors, and Affiliates, past and present, as well as
each of our and their partners, officers, directors, shareholders,
agents, employees, representatives, attorneys, and assigns, past and
present, and each of them and all Persons acting by, through, under or
in concert with any of them (collectively, the
"Released Parties"),
from any and all claims, obligations, demands, causes of action,
suits, damages, losses, debts or rights of any kind or nature, whether
known or unknown, suspected or unsuspected, absolute or contingent,
accrued or unaccrued, determined or speculative (collectively,
"Losses")
which the Releasing Parties now own or hold or at any time have owned
or held or in the future may hold or own against the Released Parties,
or any of them, arising out of, resulting from, or in any way related
to the shipment, export or delivery of Your Products to Foreign
Addresses, including any tax registration or collection obligations.
You, on behalf of yourself and all other Releasing Parties, recognize
that you, and each of them, may have some Losses, whether in tort,
product liability, contract, warranty or otherwise, against the
Released Parties of which you, or any of them, are totally unaware and
unsuspecting, or which may arise or accrue after the date you register
for or use FBA, which the Releasing Parties are giving up by agreeing to
these FBA Service Terms. It is your intention in agreeing to these FBA
Service Terms that these FBA Service Terms will deprive the Releasing
Parties of each and all such Losses and prevent the Releasing Party
from asserting any such Losses against the Released Parties, or any of
them. In addition to the foregoing, you acknowledge, on behalf of
yourself and all other Releasing Parties that you are familiar with
Section 1542 of the Civil Code of the State of California, as follows:
"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."
You, on behalf of yourself and all other Releasing Parties,
expressly waive and relinquish any rights that you had or may have
under Section 1542 of the Civil Code of the State of California or any
similar provision of the law of any other jurisdiction, to the full
extent that you may lawfully waive all such rights pertaining to the
subject matter of these FBA Service Terms.
F-12 Disclaimer
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF
THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND
YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER
COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY
POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES
OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-13 Effect of Termination
Following any termination of the Agreement or these FBA Service
Terms in connection with a particular Elected Country, we will, as
directed by you, return to you or dispose of the Units held in that
Elected Country as provided in
Section F-7. If you fail to
direct us to return or dispose of the Units within ninety (90) days
after termination, then we may elect to return and/or dispose of the
Units in whole or in part, as provided in
Section F-7, and you
will be deemed to have consented to this. Upon any termination of these
FBA Service Terms in connection with a particular Elected Country, all
rights and obligations of the parties under these FBA Service Terms in
connection with such Elected Country will be extinguished, except
that the rights and obligations of the parties under
Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12 and F-13 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.
F-14 Tax Matters
You understand and acknowledge that storing Units at fulfillment
centers may create tax nexus for you in any country, state, province, or
other localities in which your Units are stored, and you will be solely
responsible for any taxes owed as a result of such storage. If any
Foreign Shipment Taxes or Your Taxes are assessed against us as a result
of performing services for you in connection with the FBA Program or
otherwise pursuant to these FBA Service Terms, you will be responsible
for such Foreign Shipment Taxes and Your Taxes and you will indemnify
and hold Amazon harmless from such Foreign Shipment Taxes and Your Taxes
as provided in
Section F-10 of these FBA Service Terms.
F-15 Additional Representation
In addition to your representations and warranties in
Section 5
of the General Terms of this Agreement, you represent and warrant to
us that: (a) you have valid legal title to all Units and all necessary
rights to distribute the Units and to perform under these FBA Service
Terms; (b) you will deliver all Units to us in new condition (or in such
condition otherwise described by you in the applicable Your Product
listing) and in a merchantable condition; (c) all Units and their
packaging will comply with all applicable marking, labeling and other
requirements required by Law; (d) no Unit is or will be produced or
manufactured, in whole or in part, by child labor or by convict or
forced labor; (e) you and all of your subcontractors, agents and
suppliers involved in producing or delivering Units will strictly
adhere to all applicable Laws of the Elected Country, its territories
and all other countries where Units are produced or delivered,
regarding the operation of their facilities and their business and labor
practices, including working conditions, wages, hours and minimum ages
of workers; and (f) that all Foreign-Eligible Products (i) can be
lawfully exported from Canada, Japan, or the United States, as
applicable, without any license or other authorization; and (ii) can be
lawfully imported into, and comply with all applicable Laws of, any
eligible country.
FBA Definitions
"Amazon Fulfillment Units" means Units fulfilled
using FBA that are sold through an Amazon Site. For avoidance of doubt,
if you have successfully registered for or used both the FBA and
Selling on Amazon Services, then the term "Amazon Fulfillment Units"
and the defined term "Amazon Fulfilled Products" in the Selling on
Amazon Service Terms both refer to the same items.
"FBA Excluded Product" means any Unit that is an Excluded Product, or is otherwise prohibited by the applicable
Program Policies.
"Foreign Address" means (a) if the Elected Country
is the United States, any mailing address that is not (i) within the
fifty states of the United States or Puerto Rico, or (ii) an APO/FPO
address; and (b) if the Elected Country is not the United States, any
mailing address that is not within the Elected Country.
"Fulfillment Request" means a request that you
submit to us (in accordance with the standard methods for submission
prescribed by us) to fulfill one or more Multi-Channel Fulfillment
Units.
"Multi-Channel Fulfillment Units" has the meaning in
Section F-2.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on Amazon
Service Terms, the Merchants@ Program Agreement, the Marketplace
Participation Agreement, any successor to any of these agreements, or
any other similar agreement (as determined by Amazon) between you and
us that permits you to offer products and services via a particular
Amazon Site.
"Shipping Information" means with respect to any
purchased Unit(s), the following information: the name of the recipient,
the shipping address, the quantity of Units to be shipped, and any
other shipping-related information we may reasonably request.
"Unit" means a unit of Your Product that you deliver to Amazon in connection with the FBA Program.
"Unsuitable Unit" means a Unit: (a) that is
defective, damaged, or lacking required label(s); (b) the labels for
which were not properly registered with Amazon before shipment or do
not match the product that was registered; (c) that is an FBA Excluded
Product or does not comply with the Agreement (including applicable
Program Policies); (d) that Amazon determines is unsellable or
unfulfillable; or (e) that Amazon determines is otherwise unsuitable.
Product Ads Service Terms
Amazon Product Ads, including Amazon Sponsored Products ("
Product Ads"), is a Service that allows you to advertise Your Products on Amazon Network Properties.
These Product Ads Service Terms are part of the Agreement, and,
unless specifically provided otherwise, concern and apply only to your
participation in Product Ads. BY REGISTERING FOR OR USING PRODUCT ADS,
YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE
BOUND BY THE AGREEMENT, INCLUDING THESE PRODUCT ADS SERVICE TERMS.
PA-1 Product Ads
Your Product Ads may be displayed or made available on Amazon Network
Properties as we determine. We do not guarantee that Your Product Ads
will be displayed or made available on any Amazon Network Property, or
that Your Product Ads will appear in any particular position or rank.
Notwithstanding any other provision of the Agreement, we may in our sole
discretion restrict, modify or otherwise determine the content,
appearance, design, functionality and all other aspects of Your Product
Ads, and we may remove any of Your Product Ads without notice. Except to
the extent expressly stated in the Agreement, you are solely
responsible for all obligations, risks and other aspects pertaining to
the sale of any products referred to in Your Product Ads, including
order processing, order fulfillment, returns, refunds, recalls,
misdelivery, theft, customer service, and collection of taxes. In
addition, you are solely responsible for all ad content, URLs and any
other information you submit to us in connection with Your Product Ads,
and the websites and/or other properties to which Your Product Ads
direct users (other than the Amazon Site).
We may use mechanisms that rate, or allow users to rate, Your
Products and/or your performance, and we may make these ratings and
feedback publicly available. We may use any means we determine necessary
to review and monitor Your Product Ads to improve our service and ad
quality.
PA-2 Product Information
You will, in accordance with applicable Program Policies, provide, in
the format we require, accurate and complete information for each of
Your Product Ads. You will update this information as necessary to
ensure that it is at all times accurate and complete. You will not
provide any information for, or otherwise seek to advertise for sale on
any Amazon Network Property, any products that are unlawful or are
otherwise prohibited by applicable Program Policies.
PA-3 Product Ads Requirements
Using the highest industry standards, you will treat users and
customers who link to your products via any of Your Product Ads with
courtesy and respect during all stages of the buying process and resolve
to our and their satisfaction in a timely and professional manner any
related customer service matters we or they bring to your attention. You
will ensure that Your Materials and your advertisement, offer, sale and
fulfillment of Your Products comply with all applicable Laws and
Program Policies. You will not, directly or indirectly, engage in any
fraudulent, impermissible, inappropriate or unlawful activities in
connection with your participation in Product Ads, including: (a)
sending multiple listings of identical products in the same feed or
sending multiple feeds under different accounts; (b) generating
fraudulent, repetitive or otherwise invalid clicks, impressions, queries
or other interactions, whether through the use of automated
applications or otherwise; (c) collecting any user information from any
Amazon Network Property or retrieving, extracting, indexing or caching
any portion of any Amazon website or services or the websites or
services of our Affiliates, whether through the use of automated
applications or otherwise; (d) targeting communications of any kind on
the basis of the intended recipient being a user of any Amazon Network
Property; (e) interfering with the proper working of any Amazon Network
Property, Product Ads or our systems; or (f) attempting to bypass any
mechanism we use to detect or prevent any of the activities described in
this paragraph.
PA-4 Payment and Tax Matters
You will pay us the applicable fee per Click. The per Click fee will
be determined solely by Amazon based on the amount you bid for each of
Your Product Ads, consistent with any applicable product category
minimums and Program Policies. You agree to pay us the applicable fees
we calculate for your use of the Product Ads Service in the applicable
Local Currency only. In addition to any other means permitted by the
Agreement, we may collect the applicable fees: (a) in accordance with
the payment ladder described in the Program Policies; and (b) on a
recurring monthly basis for any remaining unpaid fees accrued after the
last ladder payment charged each month. If we choose to invoice you for
amounts due to us under the Agreement, you will pay the invoiced amounts
within 30 days of the date of the applicable invoice. We may require
payment of interest at the rate of 1.5% per month or the highest legally
permissible rate, whichever is lower, on all amounts not paid when due
until paid in full. You will reimburse us for all fees incurred in
connection with our collection of amounts payable and past due. You
waive all claims related to the fees we charge (including fees based on
suspected invalid Clicks on or invalid impressions of Your Product Ads),
unless claimed within 60 days after the date charged. You understand
third parties may generate impressions or Clicks on Your Product Ads for
improper purposes and you accept this risk. Your sole and exclusive
remedy for any suspected invalid impressions or Clicks is to request
advertising credits within the timeframe set out above.
PA-5 Effect of Termination
Upon any termination of the term of the Agreement or these Product
Ads Service Terms, all rights and obligations of the parties under these
Product Ads Service Terms will terminate, except that Sections PA-1,
PA-2, PA-4, PA-5, PA-6 and PA-7 will survive termination.
PA-6 Agents
If you are an Agent: (a) you represent and warrant that you have been
appointed as an agent of a Product Ads Participant, that you are duly
authorized to enter into this Agreement on behalf of the Product Ads
Participant and have full power and authority to bind the Product Ads
Participant to this Agreement, and that the Agreement including these
Product Ads Service Terms will be enforceable against the Product Ads
Participant in accordance with its terms; (b) you will, upon our
request, provide us written confirmation of the agency relationship
between you and the Product Ads Participant, including, for example, the
Product Ads Participant’s express acknowledgment that you are its Agent
and are authorized to act on its behalf in connection with Product Ads;
(c) except as set forth in the Agreement, you will not make any
representation, warranty, promise or guarantee about Product Ads, us or
your relationship with us; (d) you will perform your duties pursuant to
the Agreement including these Product Ads Service Terms in a
professional manner consistent with any requirements we may establish;
(e) you will not at any time use information received in connection with
Product Ads to conduct any marketing efforts targeted at our existing
advertisers or Product Ads Participants; and (f) you and the Product Ads
Participant are each responsible for all payment obligations under
these Product Ads Service Terms, and you and the Product Ads Participant
each waive any rights that might require us to proceed against one or
more of you prior to proceeding against the other.
PA-7 Miscellaneous
PA-7.1 Representations
In addition to your representations and warranties in Section 5 of
the Agreement, you represent and warrant to us that: (a) on any website
to which Your Product Ads link (other than on the Amazon Site), you will
at all times post and comply with a privacy policy that complies with
all applicable Laws; and (b) Your Materials and any information
displayed on your website or on any website to which Your Product Ads
link (for the Amazon Site, only to the extent such information is based
on Your Materials) comply with all applicable Laws (including all
marking and labelling requirements) and do not contain any false,
misleading, infringing, defamatory, obscene or sexually explicit
materials (except to the extent expressly permitted under applicable
Program Policies).
PA-7.2 Indemnification
In addition to your obligations under Section 6 of the Agreement, you
agree to indemnify, defend and hold harmless us, our Affiliates, and
our and their respective officers, directors, employees, representatives
and agents against any Claim arising from or related to: (a) your
participation in Product Ads, including the display of any of Your
Product Ads, any website, Content, data, materials or other items or
information to which Your Product Ads link, and any actual or alleged
infringement of any Intellectual Property Rights by any of the
foregoing; and (b) if you are an Agent, any breach or alleged breach of
your representations and warranties set forth in these Product Ads
Service Terms.
PA-7.3 Disclaimers
IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE AGREEMENT, WE AND
OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY
GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY
OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS,
CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR
ADVERTISING COSTS.
Product Ads Definitions
"Agent" means an advertising agency or other person or entity who represents a Product Ads Participant.
"Amazon Network Properties" means: (a) the Amazon
Site; (b) any website, device, service, feature or other online point of
presence operated by Amazon or any of our Affiliates; and (c) any
Amazon Associated Properties.
"Click" means each time a user clicks on any of Your Product Ads as determined solely by Amazon.
"Product Ads Participant" means any person or entity enrolled in Product Ads by you if you are the Agent of that person or entity.
"Your Product Ads" means any advertisement for Your Product based upon Your Materials that is displayed through Product Ads.
Transaction Processing Service Terms
BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN PRODUCT ADS FOR
WHICH THE ELECTED COUNTRY IS THE UNITED STATES, YOU (ON BEHALF OF
YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE
TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE. NOTWITHSTANDING
THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE OFFER, SALE OR
FULFILLMENT OF YOUR PRODUCTS ON THE US AMAZON SITE, THE TERMS OF THAT
AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO
THE EXTENT DESCRIBED IN THAT AGREEMENT.
P-1 Payments Processing Agency Appointment
You
authorize Amazon Payments, Inc. ("Amazon Payments") to act as your
agent for purposes of processing payments, refunds and adjustments for
Your Transactions, receiving and holding Sales Proceeds on your behalf,
remitting Sales Proceeds to your Bank Account, charging your Credit
Card, and paying Amazon and its Affiliates amounts you owe in accordance
with this Agreement or other agreements you may have with Amazon
Affiliates. Amazon Payments provides the services described in these
Transaction Processing Service Terms and the related services described
in Sections S-1.4, S-2.2, S-6, W-3.2, W-3.3, W-3.4, W-6.3.2, W-6.3.3,
W-7.5, and F-8.3 of the Agreement (collectively, the "Transaction
Processing Services").
When a buyer instructs us to pay you, you agree that the buyer
authorizes and orders us to commit the buyer's payment (less any
applicable fees or other amounts we may collect under this Agreement) to
you. You agree that buyers satisfy their obligations to you for Your
Transactions when we receive the Sales Proceeds. We will remit funds to
you in accordance with this Agreement.
P-2 Remittance
Amazon Payments will remit funds to you in accordance with Sections
S-6 and W-6.3.2 of the Agreement and these Transaction Processing
Service Terms. Amazon Payments' obligation to remit funds collected by
it on your behalf is limited to funds that have actually been received
by Amazon Payments less amounts owed to Amazon, subject to chargeback or
reversal or withheld for anticipated claims in accordance with this
Agreement. Without limiting Amazon's rights to collect any amounts you
owe, including as described in Section 2 of the General Terms of this
Agreement, Amazon Payments' receipt of Sales Proceeds discharges your
obligation to pay applicable fees and other amounts under this Agreement
to the extent the Sales Proceeds equal or exceed the fees and other
amounts you owe and the Sales Proceeds are applied to the payment of
those fees and amounts.
P-3 Your Funds
Your Sales Proceeds will be held in an account with Amazon Payments
(a "Seller Account") and will represent an unsecured claim against
Amazon Payments. Your Sales Proceeds are not insured by the Federal
Deposit Insurance Corporation. Prior to disbursing funds to you, Amazon
Payments may combine Sales Proceeds held with the funds of other users
of the Services, invest them, or use them for other purposes permitted
by applicable Laws. You will not receive interest or any other earnings
on any Sale Proceeds. To the extent required by applicable Laws, Amazon
Payments will not use any funds held on your behalf for its corporate
purposes, will not voluntarily make such funds available to its
creditors in the event of bankruptcy or for any other purpose, and will
not knowingly permit its creditors to attach such funds.
P-4 Verification
We may at any time require you to provide any financial, business or
personal information we request to verify your identity. You authorize
us to obtain from time to time consumer credit reports to establish or
update your Seller Account or in the event of a dispute relating to this
Agreement or the activity under your Seller Account. You agree to
update all Seller Account information promptly upon any change. The
Amazon Payments Privacy Notice applies to your use of the Transaction Processing Services.
P-5 Dormant Accounts
If there is no activity (as determined by us) in connection with your
Seller Account for the period of time set forth in applicable unclaimed
property laws and we hold Sales Proceeds on your behalf, we will notify
you by means designated by us and provide you the option of keeping
your Seller Account open and maintaining the Sales Proceeds in your
Seller Account. If you do not respond to our notice(s) within the time
period we specify, we will send the Sales Proceeds in your Seller
Account to your state of residency, as determined by us based on the
information in your Seller Account. If we are unable to determine your
state of residency or your Seller Account is associated with a foreign
country, your funds may be sent to the State of Delaware.
Note: Based on your agreement with Amazon, other or additional terms may apply.
https://sellercentral.amazon.com/gp/on-board/help-content.html?ie=UTF8&agreementID=&hasCloseButton=1&hasPrintButton=1&helpNodeID=1791&invitationID=&isOnlineMapa=&mapaAcceptanceDate=&repeatButtonsAtEnd=1&showTitles=1&tokens=agreement.MERCHANT_SILVER&marketplaceID=ATVPDKIKX0DER&localizationKey=ATVPDKIKX0DER
