These Buy with Prime Partner Program Terms (these “Partner Program Terms”) govern your participation in the Buy with Prime Partner Program (the “Partner Program”) and take effect the first time you click the “Sign-In” button on the Partner Portal or, if earlier, when you receive or use any Benefits (the “Program Effective Date”). Capitalized terms used in these Partner Program Terms but not defined in Section 9 are defined in the Agreement. These Partner Program Terms are non-exclusive and do not preclude Amazon or you from entering into similar agreements with third parties.
1. Program Overview and Administration.
1.1 Participating in the Partner Program. To participate in the Partner Program, you must adhere to these Partner Program Terms and any additional terms, conditions, guidelines, and requirements expressed as “Additional Terms” (collectively, “Additional Terms”) that are made available to you (including from third parties) whether via email, a program guide, letter, or other means. If we make these Additional Terms available to you, they are incorporated by reference into these Partner Program Terms. If there is a conflict between these Partner Program Terms and any Additional Terms, the Additional Terms will control, except that these Partner Program Terms will control with respect to any Additional Terms from a third party. We may change or discontinue all or any part of the Partner Program at any time in our sole discretion.
1.2 Your Conduct. You will at all times (a) conduct your activities in the Partner Program in a professional and competent manner, (b) comply with all Laws, and (c) not engage in any harmful, false, or deceptive acts or practices.
2. Benefits and Content Provided by Amazon.
2.1 Partner Program Benefits.
(a) Generally. As part of the Partner Program, we may invite you to participate in opportunities or provide you with funding or other benefits (collectively, “Benefits”) related to your activities that support usage, promotion, or knowledge of Amazon services related to Buy with Prime (collectively, “Projects”).
(b) Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project proposal to Amazon, (ii) receive Amazon’s approval that you are eligible for such Benefits prior to the Project start date, and (iii) complete the Project in accordance with your Project proposal, in jurisdictions approved by Amazon. Benefits are provided by us as determined by Amazon and subject to your compliance with these Partner Program Terms and any other agreements between you and Amazon or its affiliates. If you receive Benefits for which Amazon determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.
(c) Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by Amazon. Benefits may not be used by your employees for their personal benefit.
(d) Anti-Bribery. The Amazon Code of Conduct prohibits the paying of bribes to anyone, for any reason. You will not violate or knowingly permit your employees or representatives to violate the foregoing prohibition or any applicable anti-corruption laws, and you will immediately notify Amazon if you become aware of any investigation, complaint, litigation, or other proceedings against you or your employees or representatives regarding such violations related to any Project.
(e) Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will hold harmless Amazon and its affiliates, and each of their respective employees, officers, directors, and representatives from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project.
2.2 Partner Program Content. You might be provided text, images, audio, video, graphic images identifying you as a Partner Program participant, including graphic images or logos identifying you as a Partner Program participant (collectively, “Program Logos”) or other content (excluding software) related to the Partner Program (together with the Program Logos, the “Program Content”), through the Partner Portal, third-party websites, or other means. Your use of the Program Content and any related terms is subject to the terms of the Trademark License, the Buy with Prime Partner Brand Guidelines, and any other guidelines we provide to you, as applicable.
2.3 Third-Party Data Provided to You. If Amazon or its affiliates, in accordance with the Buy with Prime Privacy Notice, provide any Third-Party Data to you, you will handle, use, and process such Third-Party Data (a) only for the purpose for which it is provided, (b) in accordance with applicable privacy laws, and (c) in accordance with your privacy policy.
3. Content Provided by You.
3.1 Third-Party Data. If you provide any Third-Party Data to Amazon, you represent and warrant that you have received all necessary consents for (a) you to share the Third-Party Data with Amazon and its affiliates, and (b) Amazon and its affiliates to process and use the Third-Party Data for the purposes described in the Buy with Prime Privacy Notice. As reasonably requested, you will provide evidence of such consent and assist Amazon in responding to any inquiry regarding the Third-Party Data.
4. Term; Termination.
4.1 Term. Your participation in the Partner Program will commence on the Program Effective Date and will remain in effect until terminated under this Section 4 (“Term”).
4.2 Termination. Either party may, by giving at least 30 days’ notice, terminate your participation in the Partner Program for any or no reason. Amazon may also terminate your participation in the Partner Program or your participation in any aspect of the Partner Program immediately upon notice to you (a) if you are in material breach and fail to cure within a reasonable time period specified by Amazon, (b) if your participation in the Partner Program could subject us or our affiliates to harm, or (c) in order to comply with the law or requests of governmental entities.
4.3 Effect of Termination. Upon termination of your participation in the Partner Program (a) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Program Materials (as defined in Section 5 below) in your possession, (b) you will immediately cease to identify yourself or hold yourself out as a “Buy with Prime Partner” and (c) Sections 1.2, 2 (except the license granted to you in Section 2.2), 3.1, and 4-9 will continue to apply in accordance with their terms.
5. Limitations of Liability.
WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PARTNER PROGRAM; (B) YOUR USE OF PROGRAM MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE PARTNER PROGRAM TERMS OR THE PARTNER PROGRAM. IN ANY CASE, THE AGGREGATE LIABILITY OF AMAZON AND OUR AFFILIATES IN CONNECTION WITH THESE PARTNER PROGRAM TERMS AND THE PARTNER PROGRAM WILL BE LIMITED TO THE OUTSTANDING BENEFITS YOU ARE ENTITLED TO RECEIVE. THE LIMITATIONS IN THIS SECTION 5 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6. Confidentiality and Publicity. The Receiving Party to a Disclosing Party’s Program Confidential Information may use such Program Confidential Information only in connection with your participation in the Partner Program or as otherwise expressly permitted by the Disclosing Party in writing. Unless otherwise expressly permitted by the Disclosing Party in writing or required by applicable law, the Receiving Party will not disclose the Disclosing Party’s Program Confidential Information during the Term or at any time during the three-year period following the end of the Term. The Receiving Party will take all reasonable, technical, and organizational measures to avoid disclosure, dissemination or unauthorized use of the Disclosing Party’s Program Confidential Information, including, at a minimum, those measures the Receiving Party takes to protect their own confidential information of a similar nature. The Receiving Party will restrict the possession, knowledge and use of Program Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and entities controlled by the Receiving Party who have a need to know Program Confidential Information. Nothing in these Partner Program Terms prohibit a Receiving Party from: (a) possessing, developing, or receiving information that is the same as, or similar to, a Disclosing Party’s Program Confidential Information; or (b) using, for any purpose and without compensating the Disclosing Party, information retained in the unaided memory of the Receiving Party’s personnel who have had access to Program Confidential Information. A person’s memory is unaided if the person is: (x) able to remember without reference to any tangible or electronic materials comprising or referring to Program Confidential Information; and (y) has not intentionally memorized the relevant information for the purposes of retaining and subsequently using it for purposes unrelated to the Partner Program.
You will not issue any press release or make any other public communication regarding your participation in the Partner Program without our prior written consent. Nothing in these Partner Program Terms modifies or supersedes any nondisclosure agreement between you and Amazon or its affiliates.
7. No Third-Party Beneficiaries. Except as provided in Section 2.1(e), these Partner Program Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Partner Program Terms.
8. Ratings. Amazon may use mechanisms that rate, or allow customers to rate, your products or services, and may make these ratings publicly available.
9. Definitions.
“Amazon Code of Conduct” means Amazon’s Code of Business Conduct and Ethics located at https://ir.aboutamazon.com/corporate-governance/documents-charters/code-business-conduct-and-ethics (and any successor or related locations designated by us), as may be updated by us from time to time.
“Program Confidential Information” means all nonpublic information disclosed in connection with the Partner Program by a party to these Terms, their affiliates, or their agents (as applicable, such entities collectively, the “Disclosing Party”) to the other party, its affiliates, or their agents (collectively, the “Receiving Party”) 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. Program Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the nature, content and existence of discussions or negotiations between the parties. Program Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to the Receiving Party at the time of the Disclosing Party’s disclosure; (iii) 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 the Receiving Party without reference to the Disclosing Party’s Program Confidential Information.
“Third-Party Data” means any information regarding any third party, including information relating to an identified or identifiable person.