Effective September 5, 2018, the following changes were made to the Sponsored Ads Agreement:
A. Title was revised to read as follows:
SPONSORED ADS AGREEMENT
B. Introduction was revised to read as follows:
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.
C. Section 4 (Services Requirements) was revised to read as follows:
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.
D. Section 6 (License) was revised to read as follows:
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).
E. Section 10 (Modification) was revised to read as follows:
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.
F. section 14 (Limitation of Liability) was revised to read as follows:
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.
G. Section 15 (Disclaimers) was revised to read as follows:
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.
H. Section 20 (Miscellaneous) was revised to read as follows:
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.
I. The following definitions were added or revised to read as follows:
"Sponsored Ads Site" means the online portal and tools made available by Amazon to you for registering for or using the Services.
Please review the Sponsored Ads Agreement carefully to make sure you understand all of its terms and conditions.