Buy with Prime Conditions of Use
These Buy with Prime Conditions of Use (this “Agreement”) contain the terms and conditions that govern your access to and use of the Services (as defined below) and constitute an agreement between Amazon.com Services LLC (also referred to as “Amazon,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click the “Sign Up” button on Our Site (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 12 for definitions of certain capitalized terms used in this Agreement.
1. Use of the Services.
1.1 Generally. You may access and use the Services in accordance with this Agreement. You will comply with the terms of this Agreement and all Policies and Laws applicable to your use of the Services.
1.2 Changes. We may change or discontinue all or any part of the Services for any reason without notice, except to the extent notice is required by applicable Law.
1.3 Security. Subject to Section 8, and without limiting your obligations under Sections 2.3 and 3.4, we will implement reasonable and appropriate measures designed to secure Your Materials against accidental or unlawful loss, access, or disclosure.
2. Accounts.
2.1 User Account. To access the Services, you must sign up to create a User Account with your full name and a valid email address. Any personal data you provide to us will be handled in accordance with the Privacy Notice. You may access multiple Business Accounts through your User Account, and you understand that you have the rights and responsibilities applicable to your role under each Business Account you access.
2.2 Business Accounts.
(a) Set Up a Business Account. When you sign in through the Merchant Console or the Partner Portal and your User Account is not linked to an existing Business Account, a Business Account will be created, and you will be designated as the Owner. You may create more than one Business Account for which you are the Owner. As the Owner of your Business Account, you understand and accept the Owner Responsibilities under this Agreement.
(b) Access an Existing Business Account. When you have accepted an Account Invitation, your User Account will be linked to the Business Account referenced in the Account Invitation. When you sign in, you will have access to that Business Account.
2.3 Password Security. Any password established for your User Account may be used only during the Term of this Agreement to access and use the Services. 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 Business 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.
3. Owner Responsibilities.
3.1 Your Business Account. As the Owner, you must provide requested information to establish your Business Account. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur and fees that are incurred on your Business Account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including Authorized Users), and (b) we and our affiliates are not responsible for unauthorized access to your Business Account.
3.2 Your Materials. You will ensure that Your Materials and your and any Authorized User’s use of Your Materials or the Services will not violate any of the Policies or any applicable Law. You are solely responsible for the development, content, operation, maintenance, and use of Your Materials.
3.3 Data Privacy. If you process personal data of any identifiable individual when using the Services, you must: (a) provide a privacy notice that adequately informs such individual of any personal data that will be provided or is accessible to us when we provide the Services, and (b) obtain necessary consents for you to process such data. You agree to process such data, including sharing or selling with any third party, in accordance with any applicable Law and your privacy notice.
3.4 Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your Business Account and Your Materials in a manner that will provide appropriate security and protection.
3.5 Authorized Users. If applicable, you may invite Authorized Users to access your Business Account with an Account Invitation. You are responsible for designating roles with rights and responsibilities for each Authorized User, and you may change those roles, including the Owner role, at any time. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Materials or use of the Services. You are responsible for any Authorized User’s use of Your Materials and the Services. You will ensure that all Authorized Users comply with your obligations under this Agreement and that the terms of your agreement with each Authorized User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an Authorized User, you will immediately suspend access to Your Materials and the Services by such Authorized User.
4. Fees and Payment.
4.1 Service Fees. You will pay us the applicable fees and charges provided to you or posted on Our Site for use of the Services. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges will be effective when fees and charges are provided to you or posted on Our Site, unless we expressly state otherwise in a notice.
4.2 Payment.
(a) You will pay us using one of the payment methods we support. To use a Service, you must provide us with valid credit card information from a credit card or credit cards acceptable by us (“Your Credit Card”) as well as valid bank account information for a bank account or bank accounts acceptable by us (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 information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. 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).
(b) If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to us or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to us or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe 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) collect payment or reimbursement from you by any other lawful means. If we determine that your account—or any other account you have operated—has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit goods), or to repeatedly violate our Policies, then we may in our sole discretion permanently withhold any payments to you.
4.3 Taxes. Each party will be responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions to these fees and charges) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable Law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by Law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
5. Term; Termination.
5.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section.
5.2 Termination. You may at any time close your User Account or your Business Account or terminate this Agreement upon notice to us via merchant support, email, or similar means. We may close your User Account or Business Account or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or close your User Account or Business Account, or terminate this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the cure period at our reasonable discretion; (b) your Business Account has been, or our controls identify that it may be, used for deceptive, fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other merchants, customers, partners, or our legitimate interests. We will promptly notify you of any such account suspension or closure, or agreement termination via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.
5.3 Effect of Suspension. If we suspend your right to access or use any portion or all of the Services, you remain responsible for all fees and charges incurred before the suspension but not settled on your Business Account.
5.4 Effect of Termination.
(a) Closure of your User Account will automatically terminate this Agreement and close all of your Business Accounts.
(b) Closure of a Business Account will not automatically (i) close any User Account linked to that Business Account, or (ii) close another Business Account linked to your User Account, or (iii) terminate this Agreement.
(c) Termination of this Agreement will automatically close your User Account and all of your Business Accounts.
(d) Upon any termination of this Agreement:
i. all your rights under this Agreement immediately terminate;
ii. you remain responsible for all fees and charges incurred on your Business Account through the date of termination;
iii. you are responsible for any fees and charges incurred on your Business Account for any Services we provide to you after the date of account closure or agreement termination (e.g., fulfillment fees for orders placed before termination but fulfilled afterward);
iv. you will immediately return or, if instructed by us, destroy all Our Materials in your possession; and
v. Sections 3.1, 4, 5.4, 6 (except Section 6.3), 7, 8, 9, 11 and 12 will continue to apply in accordance with their terms.
6. Proprietary Rights.
6.1 License. Except as provided in this Section 6, we obtain no rights under this Agreement from you (or your licensors) to Your Materials. You grant us and our affiliates a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Services, and to sublicense the foregoing rights to our affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size Your Trademarks to the extent necessary for presentation, so long as the relative proportions of such Your Trademarks remain the same); 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). Additionally, nothing in this Agreement will limit any rights to Your Materials granted to us under the Policies or under other agreements between us.
6.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Materials, Case Studies, and Suggestions; (b) you have all rights in Your Materials, Case Studies, and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Materials or any Authorized User’s use of Your Materials or the Services will violate the Acceptable Use Policy.
6.3 Restrictions. Neither you nor any Authorized User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any Authorized User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable Law does not allow this restriction), (b) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services. This Agreement grants you a limited right to use Our Materials, but does not grant you or any Authorized User any right or license in or to Amazon Marks or other intellectual property (click here to see a non-exhaustive list of Amazon Marks) except as specified in the Trademark License. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
6.4 Case Studies and Suggestions. If you provide any Case Studies or Suggestions to us or our affiliates, we and our affiliates will be entitled to use, reproduce, display, distribute, and translate the Case Studies or Suggestions, along with your company name and logo, for marketing purposes on websites operated by us in connection with the Services (including Our Site), on the Buy with Prime video repository on www.YouTube.com, and in commercial presentations, without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Case Studies and Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Case Studies and Suggestions. Nothing in this Agreement shall be construed to mean that you are required to provide Case Studies or Suggestions. You represent and warrant that (x) your Case Studies and Suggestions do not violate any rights of any third-party, and are not subject to any license or other terms that grant any rights to Amazon’s or its affiliates’ materials to a third-party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge, and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third-party.
7. Indemnification.
7.1 Your Indemnification Obligations. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any third-party Claim arising from or relating to: (a) your or any Authorized User’s use of the Services (including any activities under your Business Account and use by your employees and personnel); (b) an actual or alleged breach of any obligation in this Agreement or non-compliance with applicable Laws by you, Authorized Users or Your Materials; or (c) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment (except to the extent attributable to your use of Amazon fulfillment services, if any), refund, return or adjustments of Your Products), and Your Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any related personal injury, death or property damage; or (d) Your Taxes.
7.2 Our Indemnification Obligations. We will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or relating to: (a) our non-compliance with applicable Laws; or (b) allegations that the operation of Our Site infringes or misappropriates that third party’s intellectual property rights.
7.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
8. Disclaimers.
THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY OF YOUR MATERIALS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
9. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OF THIS AGREEMENT OR SUSPENSION OF YOUR USE OF OR ACCESS TO THE SERVICES, OR (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR MATERIALS OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. Modifications to this Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on Our Site or by otherwise notifying you in accordance with Section 11.10. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check Our Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
11. Miscellaneous.
11.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Amazon as a party to this Agreement and Amazon is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
11.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms and the Partner Program Terms will control over this document, respectively.
11.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.4 Governing Law. The laws of the State of Washington, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
11.5 Disputes. We and you each consent that any dispute with us or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products using the Services in the Governing Courts and seek any remedy available under law related to those claims. 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. Before you may begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC 300 Deschutes Way SW, Suite 208 MC-CSC1, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. 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. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. Likewise, we 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 at a mutually agreed location. We and you 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 and you each waive any right to a jury trial.
11.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such Laws that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Materials, the provision of Your Materials to Authorized Users, and sale and fulfillment of Your Products. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
11.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. You will not make any representations, warranties, or guarantees to any third party on behalf of Amazon. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. Both parties reserve the right (a) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party technology partners or systems integrators who may offer products or services which compete with the other party’s products or services.
11.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of this Agreement will control if there is any conflict.
11.9 Confidentiality and Publicity. You may use Amazon Confidential Information only in connection with your use of the Service as permitted under this Agreement. You will not disclose Amazon Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Amazon Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services.
11.10 Notice.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on Our Site; or (ii) sending a message to the email address then
associated with your User Account. Notices we provide by posting on Our Site will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your User Account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact Amazon by facsimile transmission to 206-266-7010 or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address to Amazon.com Services LLC, Attention General Counsel, 410 Terry Avenue North, Seattle, WA 98109-5210. We may update the facsimile number or address for notices to us by posting a notice on Our Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
11.11 No Third-Party Beneficiaries. Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
11.12 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
11.13 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of this Agreement will remain in full force and effect.
12. Definitions.
“Acceptable Use Policy” means the policy located at https://buywithprime.amazon.com/legal/acceptable-use-policy (and any successor or related locations designated by us), as it may be updated by us from time to time.
“Account Information” means information about you that you provide to us in connection with your User Account or the creation or administration of your Business Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your User Account or your Business Account.
“Account Invitation” means an email invitation for an Authorized User to access a Business Account.
“Amazon Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Amazon Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Amazon Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Amazon Confidential Information.
“API” means an application program interface.
“Amazon Marks” means any Trademarks of Amazon and its affiliates that we may make available to you in connection with this Agreement.
“Authorized User” means any individual or entity that is authorized to access or use the Service under your Business Account. The term “Authorized User” does not include individuals or entities when they are accessing or using the Services or any of Our Materials under another Business Account, rather than under your Business Account.
“Business Account” means any account created for an Owner through the Merchant Console or the Partner Portal.
“Case Studies” means written or recorded case studies or testimonials related to the Services.
“Claims” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.
“Governing Courts” means the state or federal court in King County, Washington.
“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“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.
“Merchant Console” means the console available at https://console.buywithprime.amazon.com/ (and any successor or related site designated by us), as may be updated by us from time to time.
“Our Materials” means all Technology, Content, data, and materials that we or any of our affiliates make available in connection with the Services or on Our Site to allow access to and use of the Services.
“Our Site” means https://buywithprime.amazon.com/ (and any successor or related site designated by us that references this Agreement), as may be updated by us from time to time.
“Owner” means a User Account designated as the owner of a Business Account.
“Partner Portal” means the portal available at https://partners.buywithprime.amazon.com/ (and any successor or related site designated by us), as may be updated by us from time to time.
“Partner Program Terms” means the rights and restrictions for particular Services made available and enabled through the Partner Portal, located at https://buywithprime.amazon.com/legal/partner-program-terms (and any successor or related locations designated by us), as may be updated by us from time to time.
“Policies” means the Acceptable Use Policy, the Partner Program Terms, the Privacy Notice, the Service Terms, the Site Terms, the Trademark License, all restrictions described in Our Materials and on Our Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on Our Site.
“Privacy Notice” means the privacy notice located at https://buywithprime.amazon.com/legal/privacy-notice (and any successor or related locations designated by us), as it may be updated by us from time to time.
“Service” means each of the services made available by us or our affiliates, Our Materials, Amazon Marks, and any other product or service provided by us under this Agreement.
“Service Terms” means the rights and restrictions for particular Services, located at https://buywithprime.amazon.com/legal/merchant-console (and any successor or related locations designated by us), as may be updated by us from time to time.
“Site Terms” means the terms of use located at https://buywithprime.amazon.com/legal/site-terms (and any successor or related locations designated by us), as may be updated by us from time to time.
“Suggestions” means all suggested improvements, contributions, or additions to the Services that you provide to us, including, but not limited to any code creation or revisions related to the Services.
“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, APIs, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
“Term” means the term of this Agreement described in Section 5.1.
“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.
“Trademark License” means the trademark license located at https://buywithprime.amazon.com/legal/trademark-license (and any successor or related locations designated by us), as it may be updated by us from time to time.
“User Account” means an account created by any individual user in order to access or use the Services.
“Your Materials” means all Technology, Content, your Trademarks, Your Product information, data, materials, and any other text, images, audio, video, or other information provided or made available by you or your affiliates to us or our affiliates in connection with your access or use of the Services. Your Materials does not include Account Information.
“Your Product” means any product that is made available for listing for sale, offered for sale, or sold by you through the Services.
“Your Taxes” means any and all taxes and duties, including Indirect Taxes, assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your affiliates or their respective employees, agents, contractors or representatives.