Buy with Prime Service Terms
Dated: September 12, 2023
These Buy with Prime Service Terms (these “Service Terms”) govern your use of the Services. Capitalized terms used in these Service Terms but not defined below are defined in the Agreement.
1. Betas and Previews
1.1 This Section describes the additional terms and conditions under which you may access and use certain features and services made available to you by us that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “test”, “preview”, “pre-release”, or “experimental”, and any related part of Our Materials (each, a “Beta Service”).
1.2. You must comply with all terms related to any Beta Service as posted on Our Site or otherwise made available to you. We may add or modify terms related to access to or use of any Beta Services at any time.
1.3. You may provide us with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). We will own and may use and evaluate all Test Observations for our own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service.
1.4. We may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by us. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service, and (b) Your Materials used in the applicable Beta Service may be deleted or inaccessible.
1.5. Test Observations, Suggestions concerning a Beta Service, and any other information about or involving (including the existence of) any Beta Service are considered Amazon Confidential Information.
1.6. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, AMAZON IS PROVIDING BETA SERVICES TO YOU “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
2. Data Processing
The Buy with Prime Data Processing Terms (see Appendix 1 located below) apply when the Applicable Data Protection Law (as defined in the Buy with Prime Data Processing Terms) applies to your use of the Services and to the extent we process Personal Information (as defined in the Buy with Prime Data Processing Terms).
3. Buy with Prime
3.1 General. Buy with Prime enables you to offer a Prime checkout, delivery, and returns experience on your own direct-to-consumer sales channels (“Your Store”). Buy with Prime is offered through a checkout solution hosted by Buy with Prime (“Buy with Prime Hosted Checkout”) and integrations with checkout hosted by ecommerce providers. We grant you the limited right to install the Buy with Prime button on Your Store. If you use Buy with Prime, you agree to comply with the Buy with Prime Program Policy located here (and any successor or related site designated by us), as may be updated by us from time to time.
3.2 Your Store. You are responsible for the operation of Your Store. Each sale of a product through Buy with Prime from Your Store is a sale by you. You will determine what is for sale through Buy with Prime on Your Store, but you may not offer any product through Buy with Prime on Your Store that is prohibited by applicable law or the Buy with Prime Program Policy. You will determine the sale price of each product offered through Buy with Prime on Your Store. You may not charge shoppers a fee to use their Prime benefits through Buy with Prime (for example, you may not charge a fee for delivery or for return of products purchased through Buy with Prime).
3.3 Prime Member Information. You agree that you will not engage in any deceptive, fraudulent or misleading act or omission with respect to your use of Buy with Prime or act in any manner which, in our sole discretion, compromises shopper trust or degrades the Prime membership program. You may not share information with any third party that identifies shoppers as Prime members unless it is solely for the purpose of providing a service to you.
3.4 Taxes on Buy with Prime Orders. You are responsible for the calculation, validation, and payment of any and all sales, use, excise, import, export, value added, withholding, and other taxes and duties assessed, incurred, or required to be collected, reported or paid to any authority (“Taxes”) for any reason in connection with any Buy with Prime orders. You acknowledge and agree that Buy with Prime is not a marketplace, and each sale of a product through Buy with Prime from Your Store is a sale between you and the shopper. By default, your tax settings are not activated on your Business Account, and you will need to activate them in the Merchant Console to apply and collect Taxes for Buy with Prime orders placed using the Buy with Prime Hosted Checkout. When tax settings are activated on your Business Account, sales tax will be calculated for each Buy with Prime order based on the tax rates and override rules that you configure in the settings. You should not consider any information we provide as tax, legal, or other professional advice and should consult with a tax professional for your specific tax situation to assess which tax rates you should apply. The Tax Function Terms (see Appendix 2 located below) (and any successor or related site designated by us), as may be updated by us from time to time, apply to your use of the Tax Function for Buy with Prime (as defined in the Tax Function Terms).
3.5 Return Labels and Order Tracking. We may engage third party suppliers for product return label generation and shipment tracking of Buy with Prime orders. We make no representation or warranty whatsoever: (i) in respect of the accuracy and integrity of the information provided by the third-party mail carrier; or (ii) that the information will be communicated in a timely manner.
3.6 Returns Policy. Buy with Prime allows shoppers to initiate automated returns for eligible products. You must follow the Prime returns policy found at About Our Returns Policies for purchases made through Buy with Prime and incorporate it into your existing policies.
4. Buy with Prime Marketplace
4.1. Buy with Prime Marketplace is a curated digital catalog for you to find, buy, deploy, and manage third-party Content, Technology, and services to use in connection with the Services. You can access Buy with Prime Marketplace at https://console.buywithprime.amazon.com/marketplace within the Merchant Console, as it may be updated by us from time to time. Except to the extent Content or Technology made available through Buy with Prime Marketplace is provided to you under a separate license that expressly states otherwise, neither you nor any Authorized User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Content or Technology, (b) reverse engineer, disassemble, or decompile any Content or Technology or apply any other process or procedure to derive the source code of any software included in any Content or Technology, (c) resell or sublicense any Content or Technology, (d) transfer any Content or Technology outside the Services without specific authorization to do so, or (e) tamper with or circumvent any controls or make unauthorized copies of any Content or Technology.
4.2. We may stop providing Buy with Prime Marketplace (or any features of or listings within Buy with Prime Marketplace), without prior notice to you. In addition, we may disable or remove Content or Technology you have purchased on Buy with Prime Marketplace, if we determine that the Content or Technology may violate any Policies or any other regulations, policies, or laws.
4.3. Content, Technology, and service listings offered by third parties on Buy with Prime Marketplace (“Marketplace Content”) are subject to separate terms and conditions specified by the respective third party. We have no control over and make no guarantees about such Marketplace Content.
4.4. If you are a buyer making a payment of U.S. source services or royalty income to a non-U.S. third-party provider, all such collection, withholding, and filing obligations are yours as we do not act as a Withholding Agent as defined by U.S. Treas. Reg. 1.1441-7(a).
Appendix 1 - Buy with Prime Data Processing Terms
1. Data Processing.
1.1 Scope. These Buy with Prime Data Processing Terms (“Data Processing Terms”) apply when the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or the Virginia Consumer Data Protection Act (“Applicable Data Protection Law”) applies to your use of the Services and to the extent we process shopper personal data or personal information on your behalf when providing the Services to you (“Personal Information”). The terms “commercial purpose,” “personal data,” “personal information,” “process,” “sell,” “share,” and “subcontractor” in these Data Processing Terms have the meanings given to them under Applicable Data Protection Law.
1.2 Customer Instructions. These Data Processing Terms and the Agreement (including instructions you provide via configuration tools such as the Merchant Console or APIs made available by us for the Services) constitute your documented instructions regarding our processing of Personal Information (“Documented Instructions”). We will process Personal Information only in accordance with Documented Instructions. Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between the parties. You are entitled to close your Business Account if we decline to follow your requested instructions that are outside the scope of, or changed from, those given or agreed to be given in these Data Processing Terms. The duration of the data processing ends when your Business Account is closed.
1.3 Processing Restrictions. Expect as otherwise permitted by Applicable Data Protection Law, we will not (a) retain, use, or disclose Personal Information for any purpose, including any commercial purpose, except in accordance with the Documented Instructions; (b) retain, use, or disclose Personal Information outside the direct business relationship with you, including by not combining any Personal Information with other personal information collected or received from another source; and (c) sell or share Personal Information.
1.4 Compliance with Applicable Data Protection Law. Each party will comply with Applicable Data Protection Law. We will inform you if we determine that we can no longer meet our obligations under Applicable Data Protection Law. At your written request, and provided that the parties have an applicable nondisclosure agreement in place, we will make available to you commercially reasonable information necessary to demonstrate our compliance with Applicable Data Protection Law.
2. Confidentiality Obligations of Our Personnel. We impose appropriate contractual obligations upon our personnel who process Personal Information, including relevant obligations regarding confidentiality.
3. Security of Data Processing. Without limiting your obligations under the Agreement, we will implement reasonable and appropriate technical and organizational measures designed to secure Personal Information against accidental or unlawful loss, access or disclosure.
4.1. Authorized subcontractor. You provide general authorization to our use of subcontractors to process Personal Information on your behalf.
4.2. Sub-processor obligations. Where we engage a subcontractor to process Personal Information on your behalf, we will enter into a written agreement with the subcontractor imposing on subcontractor contractual obligations required under Applicable Data Protection Law.
5. Our Assistance with Data Subject Requests. You agree to use the Merchant Console to submit data subjects’ requests to us. Your use of the Merchant Console and our processing of data subjects’ requests in accordance with this Section 5 represent the scope and extent of your required assistance.
6. Audit or Inspection. In our sole discretion, we may arrange for a qualified and independent assessor to perform audits or inspections of our policies and technical and organizational measures in support of our obligations under Applicable Data Protection Law. At your written request, and provided that the parties have an applicable nondisclosure agreement in place, we will provide you a report of such assessment in accordance with Applicable Data Protection Law.
7. Remediation. If we are engaged in unauthorized use of Personal Information, you may, upon reasonable notice to us, take reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Information.
8. Return or Deletion of Personal Information. Upon closure of your Business Account, we will return or delete Personal Information, at your discretion, as required under Applicable Data Protection Law.
Appendix 2 - Tax Function Terms
1. Description of Tax Function
The “Tax Function” for Buy with Prime means (a) online sales transaction tracking function and state sales tax preparation functions and related technologies activated through the Merchant Console, and (b) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the “Tax Content”), including any features added to or augmenting the Tax Function.
“Tax Function Provider” means the third-party service provider used by Buy with Prime to provide the Tax Function for Buy with Prime orders. Any references to “we” in these Tax Function Terms includes the Tax Function Provider.
2. Access and Use
Subject to these Tax Function Terms, you may use the Tax Function SOLELY TO TRACK ONLINE TRANSACTIONS ASSOCIATED WITH SALES AND PREPARE AND SUBMIT NECESSARY DOCUMENTS FOR THE PURPOSES OF REMITTING STATE SALES TAXES. You are not licensed or permitted to do any of the following: (i) attempt to access any other systems, programs or data that are not made available for public use; (ii) use the Tax Function in any unlawful manner (including, without limitation, in violation of any data, privacy or export control laws); (iii) work around any technical limitations in the Tax Function, use any tool to enable features or functionalities that are otherwise disabled in the Tax Function, or decompile, disassemble, or otherwise reverse engineer the Tax Function except as otherwise permitted by applicable law; (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Tax Function available to any third party; (v) perform or attempt to perform any actions that would interfere with the proper working of the Tax Function, prevent access to or the use of the Tax Function by other licensees or customers, or impose an unreasonable or disproportionately large load on the Tax Function Provider’s infrastructure; or (vi) otherwise use or otherwise exploit the Tax Function except as expressly allowed under these Tax Function Terms. You shall comply with any codes of conduct, policies or other notices provided to you or published in connection with the Tax Function, and you shall promptly provide notice if you learn of a security breach related to the Tax Function.
You may not use the Tax Function in a manner that involves:
- distributing any virus, time bomb, malicious software or other harmful or disruptive program or code through the Tax Function;
- infringing or violating the rights of any third party, including rights of privacy, copyright laws, or other intellectual property rights;
- behaving in any obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, or hateful manner as determined by The Tax Function Provider in its sole discretion; or
- deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information.
3. Reservation of Rights and Ownership; Your Tax Content
All rights not expressly granted are reserved. The Tax Function is protected by copyright, trade secret and other intellectual property laws. These Tax Function Terms do not grant you any rights to trademarks or service marks of any third party.
You are solely responsible for your Tax Content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Tax Function (“Your Tax Content”). Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the Tax Function and related systems and technologies (including, without limitation, information concerning Your Tax Content and data derived therefrom), and we will be free to (i) use such information and data to improve and enhance the Tax Function and for other development, diagnostic and corrective purposes in connection with the Tax Function and other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
We may monitor the Tax Function and Your Tax Content. We may remove or disable any Tax Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all. You understand that the operation of the Tax Function, including Your Tax Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Tax Function. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Tax Content. We will have no liability to you for any unauthorized access or use of any of the Tax Content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Tax Function, Your Tax Content, or any corruption, deletion, destruction or loss of any of Your Tax Content.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Tax Function, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone services (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Tax Function and complies with all configurations and specifications.
Any failure to exercise or enforce any right or provision of these Tax Function Terms shall not be a waiver of that right.
4. Rights You Grant To Us
You may provide feedback, suggestions and ideas, if you choose, about Tax Function (“Feedback”). You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.
You acknowledge that the Tax Function involves the calculations of sales tax amounts based solely on information that you provide. We are not accountants or tax advisors and are not providing any tax advice or guidance.
7. DISCLAIMER OF WARRANTIES
THE TAX FUNCTION IS PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TAX FUNCTION, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE TAX FUNCTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TAX FUNCTION, AND NO INFORMATION, ADVICE OR TAX FUNCTION OBTAINED BY YOU FROM US OR THROUGH THE TAX FUNCTION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TAX FUNCTION TERMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PROVISION BY THE TAX FUNCTION PROVIDER OF TAX FUNCTION, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
8. LIMITATION OF LIABILITY AND DAMAGES
YOU UNDERSTAND THAT WE MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND WE ARE NOT RESPONSIBLE FOR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE TAX FUNCTION. FURTHER, WE SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE, OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO US IN CONNECTION WITH CALCULATIONS PROVIDED AS PART OF THE TAX FUNCTION.
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TAX FUNCTION TERMS TO THE CONTRARY, WE SHALL HAVE NO LIABILITY TO YOU FOR ANY REASON ARISING FROM OR RELATING TO THE TAX FUNCTION TERMS OR YOUR LICENSE OR USE OF THE TAX FUNCTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN, DELAY IN PREPARING YOUR TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO US, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DO WE ASSUME ANY LIABILITY TO ANY PARTY ARISING OUT OF YOUR USE OR INABILITY TO USE THE TAX FUNCTION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AMONG THE PARTIES.
We are not acting as your agent or fiduciary in connection with your use of the Tax Function. We are not authorized to make any additional representations, commitments, or warranties regarding the Tax Function. Any waiver of the terms must be in a writing signed by an authorized officer of the Tax Function Provider and expressly referencing the applicable provisions of these Tax Function Terms. We shall not be liable for any default or delay in the performance of its obligations to the extent its performance is delayed or prevented due to causes beyond our reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this document is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this document. As used in this document “including” means “including but not limited to”. This document does not limit any rights that we may have under trade secret, copyright, patent or other laws.