1. Introduction. This Buy with Prime Trademark License (the “Trademark License”) governs your use of the Amazon Marks (as defined below) and the Marketing Assets (as defined below). Your use of the Amazon Marks and the Marketing Assets pursuant to Section 2 below is conditioned upon your adherence to the Brand Guidelines and the Agreement. Capitalized terms used in this Trademark License but not defined in Section 10 are defined in the Agreement. Strict compliance with this Trademark License is required at all times, and any use of the Amazon Marks or the Marketing Assets in violation of this Trademark License will automatically terminate the Trademark License.
2. Limited License.
2.1 Buy with Prime Merchants. Provided that you have accepted and comply at all times with the terms of the Agreement 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). In addition, from time to time, we may also grant you a revocable, non-exclusive, non-transferable, non-assignable limited license, without the right to grant sub-licenses, to use certain Amazon Program Trademarks, which will be separately provided to you in writing and which will be subject to the terms of this Trademark License and any Additional Guidelines. Without limiting any provision in the Agreement, you acknowledge that any use that you elect to make of the Amazon Marks, even if permitted, is at your sole risk and that we have no liability or responsibility in connection with such use.
2.2 Buy with Prime Partners.
2.2.1. Provided that you have accepted and comply at all times with the terms of the Agreement 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). In addition, from time to time, we may also grant you a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, limited license to use certain Amazon Program Trademarks, which will be separately provided to you in writing and which will be subject to the terms of this Trademark License and any Additional Guidelines. Without limiting any provision in the Agreement, you acknowledge that any use that you elect to make of the Amazon Marks, even if permitted, is at your sole risk, and that we have no liability or responsibility in connection with such use.
2.2.2. 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 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 Additional Guidelines. You may not extract from or otherwise modify the Marketing Assets in any way. Without limiting 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.
2.3 Scope. Unless permission is specifically granted to you in writing in accordance with the terms of this Trademark License, you may not use any other Amazon logos or other trademarks, including any other of the Amazon Program Trademarks, or variations, modifications, or anything confusingly similar to Amazon’s logos and other 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 logos or other trademarks can be seen here.
3. 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 Amazon Marks 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 Amazon Marks or the Marketing Assets, including without limitation Amazon’s Intellectual Property Rights contained within the Marketing Assets, that does not comply with the terms of the Agreement, this Trademark License, or the Brand Guidelines. Upon revocation or termination of this license you must immediately cease and discontinue all further use of the Amazon Marks and the Marketing Assets. You authorize us to monitor your use of the Amazon Marks and the Marketing Assets and will provide to us, upon our reasonable request, samples of your use of the Amazon Marks and/or the Marketing Assets.
4. Compliance with Agreement and Brand Guidelines. You acknowledge that use of the Amazon Marks requires adherence to the most up-to-date versions of all agreement(s) with Amazon, including the Agreement and the Brand Guidelines. Amazon reserves the right to revoke this Trademark License if you do not comply with the Agreement and the Brand Guidelines, subject to Amazon’s sole discretion.
5. No Affiliation or Endorsement. You may not use the Amazon Marks or the Marketing Assets in any manner that implies sponsorship or endorsement by Amazon other than by using the Amazon Marks and the Marketing Assets as specifically authorized. You also may not use the Amazon Marks 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.
6. No Disparagement or Misleading Use. You may not use the Amazon Marks 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 Amazon Marks or the Marketing Assets, including without limitation Amazon’s Intellectual Property Rights contained within the Marketing Assets. You may not display the Amazon Marks 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.
7. Trademark and IP Ownership. Except for the limited license specified in Section 2 above, nothing grants you any right, license, title or interest in or to the Amazon Marks or the Marketing Assets, including without limitation Amazon’s Intellectual Property 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 Amazon Marks and the Marketing Assets are the exclusive property of Amazon, and all goodwill generated through your use of the Amazon Marks 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 Amazon Marks, the Marketing Assets, or any other Amazon logos or other trademarks, including, using or applying to register any trademark or domain name that is confusingly similar to the Amazon Marks or any Amazon logos or other trademarks, in any jurisdiction worldwide.
8. 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.
9. 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 Amazon Marks or any Marketing Assets, which may include use of third party content or trademarks, any unauthorized use of the Amazon Marks or any other Amazon logos or other trademarks, Amazon’s Intellectual Property Rights, or the Marketing Assets, and/or to any breach of this Trademark License by you.
10. Definitions.
“Additional Guidelines” means any additional trademark usage, marketing, or brand guidelines Amazon separately provides to you in writing, which we may modify from time to time at our discretion, and which are subject to the terms of this Trademark License and as well as any third-party guidelines that may be communicated to you at any time.
“Amazon Marks” means, collectively, the Amazon Program Marks and Buy with Prime Trademarks.
“Amazon Program Trademarks” means other Amazon trademarks or service marks including word marks, logos, symbols, designs, phrases, or other source indicators or variations that may be provided to you by Amazon under this Trademark License.
“Brand Guidelines” means, collectively, the Merchant Brand Guidelines, the Partner Brand Guidelines, and any Additional Guidelines.
“Buy with Prime Trademarks” means (i) the Buy with Prime badge and other badges in the forms shown in the Brand Guidelines; and (ii) the BUY WITH PRIME word mark.
“Merchant Brand Guidelines” means the Buy with Prime Merchant Brand Guidelines located here and any successor site, as it may be updated by us from time to time.
“Partner Brand Guidelines” means the Buy with Prime Partner Brand Guidelines located here and any successor site, as it may be updated by us from time to time.
Amazon reserves the right, exercisable at its sole discretion, to modify this Trademark License and/or the approved Amazon Marks and/or the Marketing Assets at any time and to take appropriate action against any use without permission or any use that does not conform to this Trademark License.