Buy with Prime Trademark License

1. Introduction. This Buy with Prime Trademark License (the “Trademark License”) governs your use of the Buy with Prime Trademarks (as defined below) and the Marketing Assets (as defined below). Your use of the Buy with Prime Trademarks and the Marketing Assets pursuant to Section 3 below is conditioned upon your adherence to the Brand Guidelines (as defined below) and all agreements governing your use of any of the Services available to you (collectively, the “Agreement”). Strict compliance with this Trademark License is required at all times, and any use of the Buy with Prime Trademarks or the Marketing Assets in violation of this Trademark License will automatically terminate the Trademark License.

2. Buy with Prime Trademarks. “Buy with Prime Trademarks” means (i) (a) the Buy with Prime badge in the forms shown in the Buy with Prime Merchant Brand Guidelines located here and any successor site, as it may be updated by us from time to time (the “Merchant Brand Guidelines”) and (b) the Buy with Prime badge and other badges in the forms shown in the Buy with Prime Partner Brand Guidelines located here and any successor site, as it may be updated by us from time to time (the “Partner Brand Guidelines”, and together with the Merchant Brand Guidelines, the “Brand Guidelines”); and (ii) the BUY WITH PRIME word mark. You may not use any other Amazon logos or other trademarks, or variations, modifications or anything confusingly similar to Amazon’s logos and other trademarks (the “Amazon Trademarks”). This includes, but is not limited to, any words or logos with the terms AMAZON, PRIME, or the Amazon Smile design, as well as other Amazon badges, including “Amazon’s Choice,” “Premium Choice,” “Amazon Alexa,” “Works with Amazon Alexa,” “Best Seller,” or “Top Seller.” A non-exhaustive list of Amazon Trademarks can be seen here.

3. Limited License.

3.1 Buy with Prime Merchants. Provided that you have accepted and comply at all times with the terms of both the Agreement, the Service Terms, and the Merchant Brand Guidelines, we grant you a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, limited license to use the Buy with Prime Trademarks solely to: (i) identify you as providing shoppers with the Buy with Prime service on Your Store; and (ii) identify your products which are available in connection with the Buy with Prime service on Your Store, including on your website and marketing materials (including in social media posts). Without limitation of any provision in the Agreement, you acknowledge that any use that you elect to make of the Buy with Prime Trademarks, even if permitted, is at your sole risk and that we have no liability or responsibility in connection with such use.

3.2 Buy with Prime Partners.

3.2.1. Provided that you have accepted and comply at all times with the terms of both the Agreement, the Partner Program Terms, and the Partner Brand Guidelines, we grant you a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, limited license to use the Buy with Prime Trademarks (including any Buy with Prime Trademarks that may be incorporated in the Marketing Assets) solely to: (i) market the Services to your customers; and (ii) display the current version of the Buy with Prime badge and other badges on your website and marketing materials (including in social media posts). Without limitation of any provision in the Agreement, you acknowledge that any use that you elect to make of the Buy with Prime Trademarks, even if permitted, is at your sole risk, and that we have no liability or responsibility in connection with such use.

3.2.2. In order to facilitate the promotion, marketing, or advertisement of the Services to your customers, we may make available to you for use in connection with or related to the Services assets, images, photographs, logos, co-branded assets, templates, copyrighted content or assets, data, text, links, marketing content, branded merchandise, Program Content (as defined in the Partner Program Terms) and other information, which may include Amazon’s intellectual property or proprietary rights and/or third party content or materials licensed to Amazon (collectively, the “Marketing Assets”). Your use of the Marketing Assets is conditioned upon your acceptance of and strict compliance at all times with the terms of the Agreement, the Partner Program Terms, the Partner Brand Guidelines, and any other guidelines we provide to you, including third party guidelines that may be communicated to you at any time. You may not extract from or otherwise modify the Marketing Assets in any way. Without limitation of any provisions in the Agreement, you acknowledge that any use that you elect to make of the Marketing Assets, even if permitted, is at your sole risk, and that we have no liability or responsibility in connection with such use.

4. Modification and Termination. You understand and agree that, without prior notice to you and at our sole discretion: (i) we may modify this Trademark License at any time; (ii) we may modify or terminate your license to use the Buy with Prime Trademarks or the Marketing Assets, at any time in our sole discretion, for any reason or for no reason at all; and (iii) we reserve the right to take any and all actions including, without limitation, legal proceedings, against any use of the Buy with Prime Trademarks or the Marketing Assets, including without limitation Amazon’s intellectual property or proprietary rights contained within the Marketing Assets, that does not comply with the terms of the Agreement, this Trademark License, the Brand Guidelines, or any other guidelines we make available to you, including third party guidelines. Upon revocation or termination of this license you must immediately cease and discontinue all further use of the Buy with Prime Trademarks and the Marketing Assets. You authorize us to monitor your use of the Buy with Prime Trademarks and the Marketing Assets and will provide to us, upon our reasonable request, samples of your use of the Buy with Prime Trademarks and/or the Marketing Assets.

5. Compliance with Agreement and Brand Guidelines. You acknowledge that use of the Buy with Prime Trademarks requires adherence to the most up-to-date versions of all agreement(s) with Amazon, including the Agreement, the Brand Guidelines, and any other guidelines we make available to you, which may be updated in our sole discretion from time to time. Amazon reserves the right to revoke this Trademark License if you do not comply with the Agreement, the Brand Guidelines, and any other guidelines we make available to you, subject to Amazon’s sole discretion.

6. No Affiliation or Endorsement. You may not use the Buy with Prime Trademarks or the Marketing Assets in any manner that implies sponsorship or endorsement by Amazon other than by using the Buy with Prime Trademarks and the Marketing Assets as specifically authorized. You also may not use the Buy with Prime Trademarks or the Marketing Assets in a manner that could reasonably be interpreted to suggest that Your Materials, web site, product or service, has been authored or edited by us, or represents our views or opinions.

7. No Disparagement or Misleading Use. You may not use the Buy with Prime Trademarks or the Marketing Assets to disparage Amazon, its products or services, or in a manner which, in Amazon’s sole discretion, may diminish or otherwise damage or tarnish Amazon’s goodwill in the Buy with Prime Trademarks or the Marketing Assets, including without limitation Amazon’s intellectual property or proprietary rights contained within the Marketing Assets. You may not display the Buy with Prime Trademarks or the Marketing Assets in any manner that is misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable as determined by us in our sole discretion.

8. Trademark and IP Ownership. Except for the limited license specified in Section 3 above, nothing grants you any right, license, title or interest in or to the Buy with Prime Trademarks, any of the Amazon Trademarks, or the Marketing Assets, including without limitation Amazon’s intellectual property or proprietary rights contained within the Marketing Assets, and we expressly reserve all rights not explicitly granted under this Trademark License. You acknowledge that all rights to the Buy with Prime Trademarks and the Marketing Assets are the exclusive property of Amazon, and all goodwill generated through your use of the Buy with Prime Trademarks will inure to the benefit of Amazon. You will not take any action that is in conflict with Amazon’s rights in, or ownership of, the Buy with Prime Trademarks, the Marketing Assets, or any of the Amazon Trademarks, including, using or applying to register any trademark or domain name that is confusingly similar to the Buy with Prime Trademarks, or any of the Amazon Trademarks, in any jurisdiction worldwide.

9. Trade Dress. You may not imitate the trade dress or “look and feel” of any of our web sites or pages contained in any of our web sites, including without limitation, the branding, color combinations, fonts, graphic designs, product icons or other elements associated with us.

10. Indemnification. You agree to defend, indemnify and hold harmless Amazon, our affiliates and their respective employees, directors, officers, contractors, agents and licensees from and against any Losses arising out of or relating, directly or indirectly, to your design, manufacture, distribution, use or advertisement of any goods or services advertised or sold in connection with the Buy with Prime Trademarks or any Marketing Assets, which may include use of third party content or trademarks, any unauthorized use of the Amazon Trademarks, Amazon’s intellectual property or proprietary rights, or the Marketing Assets, and/or to any breach of this Trademark License by you.

Amazon reserves the right, exercisable at its sole discretion, to modify this Trademark License and/or the approved Buy with Prime Trademarks and/or the Marketing Content at any time and to take appropriate action against any use without permission or any use that does not conform to this Trademark License.

If you have questions about this Trademark License, please contact trademarks@amazon.com for assistance.