This page contains the most up-to-date Sponsored Ads Agreement. To view a list of changes that have been made to the Agreement, please see the Changes to the Sponsored Ads Agreement.
SPONSORED ADS AGREEMENT
Posted: 5 September 2018
This Sponsored Ads Agreement ("Agreement") contains the terms and conditions that govern your access to and use of Amazon's Sponsored Ads (the "Services"). "We", "us", "our", and "Amazon" means Amazon Online UK Limited and any of its applicable Affiliates. "You" and "your" means the applicant (if registering for or using the Services as an individual) or the business employing the applicant (if registering for or using the Services as a business). Other capitalized terms have the meanings assigned in this Agreement, including as listed in the Definitions Section at the end of this Agreement.
BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS OR OTHER LEGAL ENTITY YOU REPRESENT): (A) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PROGRAM POLICIES (DEFINED BELOW); (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS OR ENTITY TO THIS AGREEMENT. IF YOU ARE AN AGENT (DEFINED BELOW), SECTION 21 WILL APPLY.
To use the Services, you must complete the registration process designated by us for the Services. As a part of the registration process, you must provide us with all information we may require, including Your Brand, your (or your business’s) legal name, address, phone number and e-mail address. The information you provide during the registration process and your relationship to Your Brand is subject to verification by us, and we may reject your registration in our sole discretion.
The Services include a variety of self-service and fully managed tools and services that enable you to advertise and promote Your Brand and Your Products from time to time. We are acting only as a hosting provider for the hosting and display of Your Materials, Your Brand Page and Your Ads on the Amazon Network Property at your request and under your sole responsibility and in accordance with article 14 of the Directive 2000/31/EC; we have no responsibility and are under no duty to review or monitor Your Materials, Your Brand Page and Your Ads or any portion thereof. Without limiting the foregoing and without limiting your responsibility for your Materials and use of the Services, we reserve the right to determine and control all aspects (including all functionality) of the Services and any Amazon Network Property, as well as the right to re-design, modify, discontinue offering or restrict access to any or all aspects of any of them at any time at our sole discretion without notice; additionally, we may at any time remove you from the Services or suspend, reject or remove any of Your Materials, Your Brand Page or Your Ads without notice if: (a) we are directed to do so by any law enforcement agency, court, government agency or industry organization; or (b) Your Materials, Your Brand Page or Your Ads, or any portion thereof (including Your Product): (i) does not meet our product, quality and/or advertising standards or criteria as specified in the Program Policies (as defined below); (ii) violates any applicable Law, rule or regulation including any applicable industry standard; (iii) does not contain legally required information (e.g. in relation to the advertising of regulated products); (iv) in our own discretion, may cause damage to Amazon’s reputation or incur any liability for Amazon; or (v) may have a negative effect on the Amazon user experience. Although any or all aspects of the Services may be offered without charge, we reserve the right to charge for any or all aspects of the Services at any time in accordance with Section 10 of this Agreement.
Your Brand Page and Your Ads may be displayed on any Amazon Network Property as we determine. We do not guarantee that Your Brand Page or Your Ads will be displayed on or made available through any Amazon Network Property, nor do we guarantee Your Brand Page or Your Ads will appear in any particular position or rank. As between you and us, you are solely responsible for all obligations, risks, liabilities and other aspects related to Your Materials and your use of the Services.
You may request that we cancel an individual campaign for Your Ads, and we will do so reasonably promptly after receiving your request. Any fees previously paid in connection with the cancelled campaign (including any upfront flat fee) will not be refunded, and any fees accrued in connection with the cancelled campaign as of the date of cancellation will be payable as described below.
You will at all times comply with this Agreement and the terms, conditions, policies, guidelines, rules and other information on the Sponsored Ads Site (collectively, "Program Policies") as we may update from time to time. You will provide us with any information that we request to verify your compliance with this Agreement or any Program Policies.
Your Materials will be provided or made available to us in connection with the Services in the format and using the interface, feeds, APIs or other mechanisms we require and in accordance with applicable Program Policies. Your Materials will be complete, accurate and up-to-date, and you will promptly update Your Materials as necessary to ensure they at all times remain complete, accurate and up-to-date. It is your responsibility to keep back-ups of Your Materials, and we are not responsible for loss of Your Materials or any information for any reason.
In addition, you hereby consent to us:
You will ensure that Your Materials do not relate to, contain, or otherwise seek to advertise or promote any products or services that are prohibited by (1) our Program Policies or (2) applicable Laws. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in or use of the Services, including: (a) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) other than through aggregated reporting offered by us under the Services, collecting any user information or personal data from any Amazon Network Property or retrieving, extracting, indexing or caching any portion of any Amazon website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (c) submitting any of Your Materials that are inappropriate, obscene, defamatory or unlawful, or that infringe or misappropriate the proprietary rights, including Intellectual Property Rights, of any third party; (d) submitting any of Your Materials for Your Ads that are directed at children and young adults under 18 years of age; (e) engaging in any acts or practices that are unfair or deceptive in connection with Your Brand Page or Your Ads, including submitting any of Your Materials that are unfair, deceptive, misleading, or that contain false or inaccurate information or unsubstantiated claims; (f) targeting communications of any kind on the basis of the intended recipient being a user of any Amazon Network Property; (g) interfering with the proper working of any Amazon Network Property, the Services or our systems; (h) transmitting any viruses, "Trojan horses" or other harmful code; or (i) attempting to bypass any mechanism we use to detect or prevent such activities.
To use certain features of the Services, we may require that you provide us with valid credit card information from a credit card acceptable by us ("Your Credit Card"). In connection with providing this information, you will use only a name you are authorized to use in connection with the Services and will update this information as necessary to ensure that it at all times remains accurate and complete. 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 your credit card issuer, and at our option to charge Your Credit Card for any sums payable by you to us (in reimbursement or otherwise).
You agree to pay us the applicable fees we calculate for your use of the Services or any part of them. At our option, we may require that you pay fees accrued in connection with the Services on a periodic basis (e.g., weekly or monthly) or following the achievement of performance thresholds established by us for you or your use of the Services. You agree to pay us the applicable fees for your use of the Services in British Pounds only. All click and impression counts in connection with Your Ads will be measured solely by us, and our measurements will be used as the sole basis for determining delivery of Your Ads and amounts due. For any amounts you owe us, we may (a) charge Your Credit Card, (b) offset any amounts that are payable by you to us against any payments we or our applicable Affiliate(s) may make to you or your Affiliate(s) (e.g., deduct from payment), (c) invoice you (or if you are an Agent and if so required under applicable law, the Service Participant on whose behalf you are acting) for amounts due to us under this Agreement, in which case you will pay the invoiced amounts within 30 days of the date of the applicable invoice, or (d) seek such payment or reimbursement from you by any other lawful means. You will, upon our request, provide us with contact information (legal name, address, phone number and e-mail address) for the Services Participant on whose behalf you are acting. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge, unless made within 15 days from date of invoice. You understand third parties may generate impressions or clicks on Your Ads for improper purposes, and you accept this risk.
You grant us, to the extent permitted by Law, for the full period of protection including all renewals, revivals, reversions and extensions, a royalty-free, non-exclusive, worldwide, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyse, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, independently and for purposes and means Amazon solely determines, any and all of Your Materials, and to sublicense the foregoing rights; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks on the Amazon Site (provided you are unable to do so using standard functionality made available to you via the Sponsored Ads Site or Services); 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 copyright law, referential use under trademark law, or valid license from a third party).
You are solely responsible for maintaining accurate, current and complete account information, for maintaining the secrecy of any account credentials and passwords used in connection with the Services, and for all activities that occur under your account. You or an account administrator for your account may authorize additional individuals (including Amazon) to access your account and use the Services, and you are solely responsible for all activities that occur under your account by such additional individuals (including all incurred fees and charges). If any of your passwords are compromised, you must change the compromised password(s).
Subject to our consent (which we may grant or withdraw at any time in our sole discretion) and through the means as determined solely by us, you may authorize another entity (“API Partner”) to access or use the Services on your behalf through an application program interface or other means as we may designate from time to time. You will require your API Partner to be bound by all restrictions applicable to you under this Agreement (including without limitation your confidentiality and non-use obligations) on terms at least as restrictive as those on you under this Agreement. As between you and us, you will be fully responsible for the acts, omissions, and obligations of your API Partner as if such acts, omissions, and obligations were your acts, omissions, and obligations.
Subject to this Section 8, you will keep Services Data in the strictest confidence and protect it using all reasonable and necessary security measures. As between you and us, all right, title, and interest in and to any Services Data will be owned by us and subject to the terms of this Section 8. You may only use the Services Data to evaluate the performance of the Services solely for your internal purposes. Except as expressly provided in this Section 8, you may not, nor will you allow any third party to, use, distribute, disclose, sell, or otherwise monetize Services Data in any manner, including using Services Data for retargeting a user of any Amazon Network Property or appending data to a non-public profile regarding a user of any Amazon Network Property for purposes other than using the Services. You undertake to comply with applicable data protection Laws.
The term of this Agreement will begin upon your acceptance of this Agreement and will end when terminated by either party. Each party may terminate this Agreement at any time, with or without cause, with immediate effect, without recourse to the courts (de plein droit), by providing notice to the other party as set forth in this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will end, except that fees accrued in connection with the Services as of the date of termination, if any, all interest thereon and costs of collection must be paid and Sections 2-10 and 12-21 will survive termination.
We may modify any of the terms and conditions contained in this Agreement (including the Program Policies) at any time and in our sole discretion. Any modifications will be effective upon the posting of a change notice or a new agreement on the Sponsored Ads Site, or by sending you an e-mail notification. You are responsible for reviewing these locations and informing yourself of all applicable changes or notices. Modifications may include, for example, changes in payment procedures and Program Policies. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN OR USE OF THE SERVICES FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SPONSORED ADS SITE OR SENDING YOU AN E-MAIL NOTIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to enter into any agreement on our behalf or in our name or otherwise bind us to any agreement or obligation. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
You represent and warrant to us that: (a) if you are a business or other legal entity, you are a business or other legal entity duly organized, validly existing and in good standing under the Laws of the country in which your business or other legal entity is registered, and you are registering for or using the Services within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in connection with your use of the Services and in your performance of your obligations and exercise of your rights under this Agreement; (d) nothing in Your Materials is false, misleading, defamatory, libelous, slanderous, illegal, harassing or threatening, or infringes or misappropriates the proprietary rights, including Intellectual Property Rights, of any third party; (e) your API Partner will not disclose any Confidential Information to any third party, and your API Partner will not use any Confidential Information generated or collected in connection with the Services for any purpose other than creating, managing, and reporting Your Ads; (f) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (g) you will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority. You will be fully responsible for the acts, omissions and performance of any of your Affiliates, subcontractors, agents and suppliers, including any service provider, if applicable, used by you in connection with the Agreement.
You release us and agree to indemnify, defend and hold harmless us and our Affiliates and each of our and their respective officers, directors, employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") which in any way may result from or arise in any manner out of: (a) your participation in or use of the Services, including Your Brand Page, Your Ads and reporting offered by us under the Services; (b) your actual or alleged breach of any representation, warranty or obligation in this Agreement or the Program Policies; or (c) Your Materials, any actual or alleged infringement or misappropriation of any Intellectual Property Rights by any of Your Materials, and any personal injury, death or property damage related thereto. Furthermore, if you are an Agent, you release us and agree to indemnify, defend and hold harmless us and our Affiliates and each of our and their respective officers, directors, employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of any Claim related to any actual or alleged breach of your representations, warranties, or obligations set forth in Section 21. You or your Agent, if applicable, will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO AMAZON UNDER THIS AGREEMENT IN CONNECTION WITH THE PARTICULAR SERVICES FOR MANAGEMENT OF YOUR BRAND PAGE OR YOUR ADS (AS APPLICABLE) DURING THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS AGREEMENT INTENDS TO LIMIT THE LIABILITY OF EITHER PARTY FOR WILFULL MISSCONDUCT, GROSS NEGLIGENCE, TORT OR PERSONAL INJURY.
THE SPONSORED ADS SITE AND THE SERVICES, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." YOU USE THE SPONSORED ADS SITE AND THE SERVICES AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SPONSORED ADS SITE, THE SERVICES OR ANY FUNCTIONALITY PROVIDED IN CONNECTION WITH THE SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING: (A) ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): YOUR BRAND PAGE, YOUR ADS, ANY OTHER ADVERTISEMENT OR PROMOTION OF YOUR BRAND OR YOUR PRODUCTS THROUGH THE SERVICES, TARGETING, REPORTING, AUDIENCE SIZE, DEMOGRAPHICS, OR FEES AND CHARGES FOR THE SERVICES; (B) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE SERVICES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF NON-INFRINGEMENT; (C) ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.
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 thereto) 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 applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We shall not collect, and you shall not pay, any such Indirect Tax or duty for which you furnish us a properly completed exemption certificate or a direct payment permit certificate or for which we may claim an available exemption from Indirect Tax. All payments made by you to us under this agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld 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.
Services features identified as "Beta" or otherwise as being experimental or unsupported ("Beta Features") are provided "AS IS" and your use of them is at your option and risk. Unless we agree otherwise, you may not disclose to any third party any information about Beta Features (including their existence or how to access them) and may not use Beta Features or any information about them for any purpose other than the specific purpose for which they are provided.
During the course of your registration for or use of the Services, you may receive information relating to us or to the Services, including Services Data, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in or use of the Services and in accordance with this Agreement; (c) you will not disclose Confidential Information to any individual, company, or other third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our prior written consent, or misrepresent or embellish the relationship between us in any way.
You or any of your Affiliates may elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials ("Suggestions") to us in connection with or related to any Amazon Network Property or the Services (including any related technology or content). We will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit Suggestions in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of Luxembourg, without reference to its conflict of law rules. Each party agrees to exclusive personal jurisdiction and venue in the courts of the judicial district of Luxembourg-City, for any dispute arising out of this Agreement.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. We may assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
You will ensure that the information you provide during the Services registration process and otherwise associated with your account, including your e-mail address and other contact information and identification of Your Brand, is at all times complete, accurate, and up-to-date. We will send all notices and other communications regarding this Agreement and the Services to you at the e-mail address you specify during the registration process for the Services or within the Sponsored Ads Site, or by any other means then specified by Amazon. You will be deemed to have received all notifications, approvals, and other communications sent to that e-mail address, even if the e-mail address associated with your account is no longer current. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the Amazon Site, on the Sponsored Ads Site, or by any other means. You must send us all notices and other communication relating to Amazon, the Services or this Agreement by using the "Contact Us" link found on the Sponsored Ads Site.
Whenever used in this Agreement, unless otherwise specified: (a) the terms "includes", "including", "e.g.", "for example", "for instance", "such as" and other similar terms are deemed to include the term "without limitation" immediately thereafter; (b) the terms "£" and "GBP" mean British Pound; and (c) the phrases "we may", "we will determine" and other similar terms mean Amazon may decide the applicable matter in its sole discretion. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement. This Agreement incorporates and you accept the applicable Program Policies, which Amazon may modify from time to time. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
If you are an Agent: (i) you represent and warrant that you have been appointed as an agent of Services Participant, that you are duly authorized to execute this Agreement on behalf of Services Participant and have full power and authority to bind Services Participant to all terms and conditions contained herein, that all of your actions related to this Agreement and the Services will be within the scope of such agency, and that this Agreement will be enforceable against Services Participant in accordance with its terms; (ii) you will, upon our request, provide us written confirmation of the agency relationship between you and Services Participant, including, for example, Services Participant’s express acknowledgement that you are its Agent and are authorized to act on its behalf in connection with this Agreement; (iii) you will not make any representation, warranty, promise or guarantee about the Services, us or your relationship with us; (iv) you will perform your duties pursuant to the Agreement in a professional manner consistent with any requirements we may establish; (v) you will not at any time use information received in connection with the Agreement to conduct any marketing efforts targeted at our existing advertisers and/or Services Participants; and (vi) you will abide by all restrictions applicable to the Services Participant under this Agreement (including confidentiality and non-use obligations).
Amazon will hold Agent liable for payment obligations under this Agreement solely to the extent proceeds have cleared from Services Participant to Agent for Services; provided, however, that Agent will be responsible for and will pay to us all payment obligations that may be incurred as a result of Agent’s user error or exceeding its authority in connection with the Services. Upon our reasonable request, Agent will confirm whether and when Services Participant has paid to Agent funds sufficient to make payments pursuant to this Agreement.
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
"Agent" means an advertising agency or other person or entity who represents a Services Participant as its agent.
"Amazon Site" means the website that has its primary home page identified by the URL www.amazon.co.uk (and any successor or replacement website(s)), including any subdomain of such website.
"Amazon Network Property" means (a) the Amazon Site; (b) any website or other online point of presence operated by Amazon or our Affiliates; and/or (c) any other website, device, service, application, feature or online point of presence through which the Amazon Site, any website of any of our Affiliates and/or products or services (including the Services) available thereon are syndicated, offered, merchandised, advertised or described.
"Sponsored Ads Site" means the online portal and tools made available by Amazon to you for registering for or using the Services.
"Content" means copyrightable works under applicable Law.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental, industry or other authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
"Services Data" means all data or information collected, received, or derived by you in connection with the Services whether in isolation, combination or association with any other data or information, including all reporting offered by us under the Services.
"Services Participant" means any person or entity registered for use of the Services by an Agent.
"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, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item. For avoidance of doubt, Technology does not include “Your Product.”
"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.
"Your Ad" means each advertisement delivered in connection with your use of the Services.
"Your Brand" means each brand, including any associated Trademarks, registered to use the Services.
"Your Brand Page" means the page on the Amazon Site registered to Your Brand and identified by the URL www.amazon.co.uk/[Your Brand] or such other page on any Amazon Network Property identified by the URL as we may determine from time to time (and any successor or replacement website(s)) in connection with your use of the Services.
"Your Materials" means all Technology, Your Trademarks, Content, information, data, photographs, images, videos and other materials and items provided or made available by you or your Affiliates to Amazon or its Affiliates, including for display on Your Brand Page and in Your Ads.
"Your Product" means any product or service that you: (a) offer through the Amazon Site; or (b) advertise through Your Ads.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
©2018, Amazon Media Group LLC or its Affiliates.
This page contains the most up-to-date Sponsored Ads Agreement.