Welcome to Amazon Services Business Solutions, a suite of optional services for Amazon.com.au sellers including: Selling on Amazon, Payment Collection Services, and the Marketplace Web Service.
THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN THE AMAZON CONTRACTING PARTY AND YOU (IF YOU ARE REGISTERING FOR OR USING THE SERVICES AS AN INDIVIDUAL) OR THE ENTITY YOU ARE EMPLOYED BY OR REPRESENT (IF YOU ARE REGISTERING FOR OR USING AS A BUSINESS ENTITY).
If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. As used in this Agreement, "we," "us," and "Amazon" means the applicable Amazon Contracting Party and any of its Affiliates as the context requires, and "you" means the individual or business referenced above).
BY REGISTERING FOR OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE GENERAL TERMS AND THE SERVICE TERMS. YOU ALSO AGREE TO COMPLY WITH THE PROGRAM POLICIES WHICH ARE INCORPORATED BY REFERENCE AND APPLY TO YOUR USE OF THE SERVICES. TOGETHER THE GENERAL TERMS, SERVICE TERMS AND PROGRAM POLICIES ARE REFERED TO AS “THIS AGREEMENT”.
Capitalized terms have the meanings given to them in this Agreement. To the extent there is a conflict between these General Terms, the Service Terms and Program Policies, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: the Service Terms, the General Terms and the Program Policies.
To register for the Services you must create an account by completing the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the registration process, you must provide us with your (or your business') legal name, address, phone number and email address. You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it remains accurate, complete, and valid at all times. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information).
2. Service Fee Payments; Receipt of Sales Proceeds.
2.1 Fees and Expenses: Fee details are described in the applicable Service Terms and Program Policies. You are responsible for payment of all applicable fees as described in this Agreement and for your expenses in connection with this Agreement.
2.2 Payment Methods: To use a Service, you must provide us with valid credit card information from a credit card or credit cards accepted by Amazon ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts accepted by Amazon ("Your Bank Account").
2.3 Authorisations: You authorize us to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any amounts payable by you to us (in reimbursement or otherwise).
2.4 Payments: All payments to you will be remitted to Your Bank Account. For any amounts you owe to us under this Agreement (in reimbursement or otherwise) we may elect to: (a) withhold, deduct or offset the amount due from or against any payments we may make to you or amounts we may owe you; or (b) collect payment or reimbursement of the amount due by any other lawful means including by: (i) charging Your Credit Card; (ii) direct debit Your Bank Account; (iii) reversing or recalling prior payments made to you; or (iv) sending a demand for payment to you, in which case you will be required to pay the amounts owing upon receipt.
2.5 Your Account: If we determine that your actions or performance (or that any of Your Products offered on the Site, or Your Transactions) may result in returns, chargebacks, claims, disputes, violations of Law or the Agreement, or other financial risks to Amazon (including any potential liability of Amazon to a third party), we may elect to: (a) establish a reserve on your Account (including by withholding amounts due to you or requiring payments from you) based on our assessment of risks to Amazon or third parties, and modify the amount of the required reserve from time to time by notice to you; or (b) withhold, deduct or offset an amount from or against any payments or amounts we may make to you or owe to you. The relevant amount referenced in (b) above, will be determined by Amazon based on our estimate of the risk, liability or obligation, and Amazon may retain such amount for so long as we determine the relevant risk persists, or until any related liability or obligation is discharged, whichever is sooner.
2.6 Prohibited activities: If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or that we (or another entity necessary to effect a payment to you) will or are likely to breach a Law if we make a payment to you, then we may, without limiting any other rights we may have, in our sole discretion temporarily or permanently withhold any relevant payments to you.
2.7 Security measures: As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason.
2.8 Currency: Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Australian dollars, and all payments contemplated by this Agreement will be made in Australian dollars.
3. Term and Termination.
The term of this Agreement will start on the date you first complete registration for or use a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Amazon. Termination or suspension of a Service may occur in connection with, or result in termination or suspension of other Services. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 19 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize 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 (provided you are unable to do so using standard functionality made available to you via the applicable Amazon Site or Service); 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. referential use under trademark law, or valid license from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing; (b) you hold and will maintain all applicable registrations and other authorisations needed to conduct your business and you are not under any restriction that prevents you conducting your business in the manner and for the purposes contemplated under this Agreement; (c) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (d) any information provided or made available by you or your Affiliates to Amazon or its Affiliates is at all times accurate and complete; (e) 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 (f) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
6.1 General: You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents (the "Amazon Parties") against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your breach of any obligations in this Agreement; (b) violation of any applicable Law by You, Your Products or Materials; (c) any of (i) Your Sales Channels (excluding Amazon Sites and Amazon Associated Properties), (ii) Your Products (including their offer, sale, safety, performance, and fulfillment), (iii) Your Materials, or (iv) Your conduct including your dealings with customers; (c) any actual or alleged infringement of any Intellectual Property Rights relating to Your Products, Materials or Transactions; (d) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); (e) any personal injury, death, or property damage related to the matters in (a) to (e) above; or (f) Your Taxes.
6.2 Process: Where you indemnify us under this Agreement, You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time an Amazon Party reasonably determines that any indemnified Claim might adversely affect an Amazon Party, we or our nominee 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, which may not be unreasonably withheld. We or our nominee may enforce this Section on behalf of any Amazon Party as if a Claim relating to the Amazon Party related to us.
7. Disclaimer and Acknowledgement.
7.1 Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU ACKNOWELDGE AND AGREE THAT: (1) THE AMAZON SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS"; (2) YOUR USE OF THE AMAZON SITE AND THE SERVICES IS AT YOUR OWN RISK; (3) WE AND OUR AFFILIATES DO NOT MAKE AND DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY LIABILITY, IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE; (4) WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR DEFECT FREE; AND (5) WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
7.2 Acknowledgement: NOTHING IN THIS AGREEMENT, IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU HAVE IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT TO REMEDY CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED UNDER LAW. TO THE FULLEST EXTENT PERMITTED BY LAW WE LIMIT OUR LIABILITY UNDER ANY SUCH NON-EXCLUDABLE RIGHT OR REMEDY TO AT OUR OPTION: (i) RESUPPLY OF THE SERVICES; OR (ii) THE COST OF RESUPPLY OF THE SERVICES.
8. Limitation of Liability.
8.1 Exclusion: TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 7.2, AMAZON WILL NOT BE LIABLE (INCLUDING IN CONTRACT, TORT (NEGLIGENCE), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR ANY OF THE FOLLOWING ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF AN AMAZON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES: (a) COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT; (b) LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA; OR (c) PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.
8.2 Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 7.2, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED FOR ALL CLAIMS IN THE AGGREGATE THE TOTAL FEES DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term, commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations, and bodily injury, with the policy(ies) naming the Contracting Party and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to firstname.lastname@example.org.
10. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent Amazon expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Amazon and used by you. You agree to and will comply with the Tax Policies. Unless otherwise stated, all fees payable by you to Amazon under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Amazon any of Your Taxes imposed on such fees. All payments made by you to Amazon under this Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement.
During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Amazon Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Amazon's exclusive property; (b) you and your Affiliates will use and disclose Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your Affiliates not to, directly or indirectly (including through a third party), otherwise use or disclose Confidential Information to any other Person; 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. This section does not limit any other obligations you or your Affiliates may have in respect of Amazon confidential information, including any obligations arising under or in relation to any other agreement between you or your Affiliates and Amazon. 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 advance written permission, or misrepresent or embellish the relationship between us in any way.
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties.
13.1 General: Subject to the Payment Collection Service Terms, 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 us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Subject to Section 13.2, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement (which may include Amazon Affiliates) any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Amazon and you.
13.2 Affiliates: Without limiting any rights an Amazon Affiliate may have (at Law or otherwise) under or in respect of this Agreement, the Amazon Contracting Party may elect to enforce any rights, recover any remedies or bring any claims under or in respect of this Agreement, including as contemplated in Section 6, as if the relevant rights, and any Claims suffered or claimed, and any remedies sought by the Amazon Affiliate, subsisted in or were suffered by the Amazon Contracting Party.
14. Use of Amazon Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Amazon Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Amazon Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with this Agreement, our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Amazon Site user. In addition, you may only use tools and methods that we designate to communicate with Amazon Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Amazon Transaction Information for any purpose, even if that information is identical to Amazon Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Amazon Site user.
15. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Amazon Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials 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. From time to time we may make suggestions on using the Services. You are solely responsible for any actions you take based on our suggestions.
16.1 Changes to the Agreement: We may amend this Agreement (including the Program Policies) at any time and at our sole discretion. Unless otherwise stated by Amazon, any changes will be effective upon the posting of such changes (or revised versions of this Amazon Services Business Solutions Agreement or any new or revised Program Policies) on Seller Central, on the MWS Site, or on the Amazon Site (depending on which site the Program Policies relate to). You are responsible for reviewing these locations and informing yourself of all applicable changes. We will inform you of changes to the General Terms and the Service Terms by publishing a page about those changes on Seller Central for at least 30 days, when changes are made to them.
16.2 Changes to the Services: We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services and the Amazon Site, including by redesigning, modifying, removing, or restricting access to any of them.
16.3 Continued Use: You may cease using the Services or terminate the Agreement at any time, including in the event of a change to the Agreement (including the Program Policies) or the Services. YOU MUST COMPLY WITH ANY CHANGES TO THE AGREEMENT AND THE PROGRAM POLICIES FROM THE DATE THEY ARE POSTED ON THE APPLICABLE SITE AND YOUR CONTINUED USE OF A SERVICE AFTER AMAZON'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
17. Password Security.
Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide, including the MWS Site, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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 understand that some of the software, technology or related information that You and your employees or contractors may have access to under or in connection with this Agreement may be subject to export control laws and regulations (the “Export Controlled Materials”). You will not, without prior written approval from Amazon, allow any of your employees or contractors to have access to or use of any Export Controlled Materials if such access or use would require an export license.
19.1 Governing Law and Jurisdiction: The laws of New South Wales govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of South Wales. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its affiliates' or any third party's intellectual property or other proprietary rights. The United Nations Convention of Contracts for the International Sale of Goods, and any local laws implementing the Convention of Contracts for the International Sale of Goods, do not apply to this Agreement. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial.
19.2 Assignment: 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, 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.
19.3 Waiver: Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
19.4 Agency: Because Amazon is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the customer’s agent for any purpose, without limiting our rights arising from or relating to any actual or potential negative customer experience or dispute, Amazon will not act as your or a customer’s agent in connection with resolving any disputes related to or arising out of any of Your Transactions.
19.5 Notices: Except as otherwise provided in this Agreement, we will send all notices and other communications regarding this Agreement to you at your registered email address or addresses. You will be required to provide your email address when enrolling in Seller Central, and You may change your email address or nominate additional email addresses for notifications within Seller Central or by any other means then specified by Amazon. You will ensure that all of your information is up to date and accurate at all times. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. You must send all notices and other communications relating to Amazon to our Merchant Services Team by using the Contact Us form available on Seller Central.
19.7 Severability: If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
19.8 Translations: We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control.
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 that entity.
"Amazon Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an Amazon Site, through which any Amazon Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.
"Amazon Contracting Party" means the party outlined below.
Selling on Amazon
Amazon Commercial Services Pty Ltd ACN 616 935 623
Payment Collection Service
Amazon Commercial Services Pty Ltd ACN 616 935 623
Marketplace Web Service
Amazon Commercial Services Pty Ltd ACN 616 935 623
As specified in the applicable Service Terms or Program Policies
"Amazon Site" means, as applicable, the website the primary home page of which is identified by the url www.amazon.com.au, and any successor or replacement of such website.
"Amazon Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Amazon, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.
"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.
"Excluded Products" means the items described on the applicable Restricted Products pages in Seller Central, in any other applicable Program Policies, or in any other information made available to you by Amazon from time to time.
“Including” means including without limitation.
"Insurance Limits" means One Million Australian Dollars ($1,000,000).
"Insurance Threshold" means Ten Thousand Australian Dollars ($10,000).
"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 in the future in effect, of any governmental authority (e.g., on a federal, state, territory or local government level, as applicable) of competent jurisdiction, and all references to applicable Laws include Australian Law.
"MWS Site" means the website (and any successor or replacement of such website), the primary homepage of which is currently located at http://developer.amazonservices.com.au.
"Order Information" means, with respect to any of Your Products ordered through an Amazon Site, the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
"Program Policies" means all terms, conditions, policies, guidelines, rules, and other information on the Amazon Site, on Seller Central, or on the MWS Site, including those shown on the "Policies and Agreements" section of Seller Central or elsewhere in the "Help" section of Seller Central.
"Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties to the extent specified in the applicable Tax Policies.
"Seller Central" means the online portal and tools made available by Amazon to you, for your use in managing your orders, inventory, and presence on the Amazon Site or any other online point of presence, currently located at http://sellercentral.amazon.com.au, and includes any successor or replacement of website.
"Service" means each of the following services: Selling on Amazon, the Marketplace Web Service, and the Payment Collection Services, together in each case with any related services and materials we make available including any programs described in the Program Policies on the Amazon Site.
"Service Terms" means the service terms applicable to each Service, which form part of this Agreement and apply to you from the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.
"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.
"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 Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Amazon or its Affiliates.
"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.
"Your Product" means any product or service that you offer through the Selling on Amazon Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason: (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.
"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.
"Your Transaction" means any sale of Your Product(s) through the Amazon Site.
Selling on Amazon Service Terms
The Selling on Amazon Service ("Selling on Amazon") is a Service that allows you to offer certain products and services directly on the Amazon Site.
These Selling on Amazon Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Amazon. BY REGISTERING FOR OR USING THE SELLING ON AMAZON SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON AMAZON SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR PRODUCTS THROUGH A PARTICULAR AMAZON SITE (E.G., A MERCHANTS @ AMAZON.COM PROGRAM AGREEMENT, MERCHANTS @ AMAZON.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR OF THOSE AGREEMENTS), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL YOUR PRODUCTS ON THAT AMAZON SITE PURSUANT TO SUCH SEPARATE AGREEMENT, TRANSACTIONS OF YOUR PRODUCTS ON THAT AMAZON SITE AND ANY TAX SERVICES WE MAKE AVAILABLE UNDER THAT AGREEMENT ARE GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT BY THESE SELLING ON AMAZON SERVICE TERMS.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will provide, in the format we require accurate and complete Required Product Information for each Product that you offer through any Amazon Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Amazon Site complies with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit content (except to the extent expressly permitted under our applicable Program Policies), or any content which is, or which in our sole and reasonable discretion we consider, defamatory or obscene or in violation of any third party’s copyright, trademark, design, database or other rights or our Program Policies. You may not provide any information for, or otherwise seek to offer any Excluded Products on the Amazon Site, or provide any URL Marks for use, or request that any URL Marks be used, on the Amazon Site.
S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on the Amazon Site, and conduct merchandising and promote Your Products as permitted by us (including via the Amazon Associated Properties or any other functions, features, advertising, or programs on or in connection with the Amazon Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Amazon may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the Amazon Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Amazon Service Terms.
S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through an Amazon Site, you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we specify in a Program Policy). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling.
S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, except where the credit card fraud arises in connection with Your Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of Your Transactions including where we consider it appropriate for purposes associated with protecting customers or for other risk management purposes. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
S-2 Sale and Fulfillment; Refunds and Returns.
S-2.1 Sale and Fulfillment. You will: (a) source, offer, sell and fulfill Your Products in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the Amazon Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the Amazon Site at the time of the applicable order and as may be required under this Agreement; (e) fulfill Your Products throughout Australia (except to the extent prohibited by Law or this Agreement); (f) provide to Amazon information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices as required by Law, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products; (k) include warranty documents with Your Products that comply this Agreement, applicable Laws, (l) identify yourself as a Person to which a customer may return the applicable product; and (m) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfillment of Your Products.
S-2.2 Cancellations, Returns, and Refunds. The Amazon Refund Policies will apply to Your Products. You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement, applicable Laws and the Amazon Refund Policies, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. We will not be liable to you if we cancel, or permit a customer to withdraw from, a transaction, including because we are unable to complete a transaction because an Amazon Site or Service is unavailable following the commencement of a transaction. You will route any payments to customers in connection with Your Transactions through Amazon and will promptly provide refunds and adjustments that you are obligated to provide as required by Law or this Agreement. We will make any payments to customers relating to cancellations and returns in accordance with this Agreement and in the manner we determine, and you will reimburse us for all amounts we pay and any applicable Refund Administration Fee.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. While you are solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, you will reimburse us for any costs we may incur or refunds we may provide in connection with such delivery errors, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any nonconformity or defect in, or any public or private recall of any of Your Products or other products provided in connection with Your Products, and will reimburse us for any costs we may incur or refunds we may provide in connection with any of Your Products that are nonconforming, defective or recalled. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received or initiated a claim under the "A-to-z Guarantee" offered on the Amazon Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Amazon order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Amazon Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible under Section S-1.4; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of this Agreementfor the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Amazon) and all associated credit card association, bank, or other payment processing, re-presentment and/or other fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
S-4 Customer Service and Product Information.
Subject to this Section S-4, you are free to determine which of Your Products you wish to offer on the Amazon Site. For all products you list on any Amazon Site you will ensure that: (a) the customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered by you in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (b) the Content, product and service information, and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information you provide for or display or use in Your Sales Channels. If you become aware of any noncompliance with the above, you will, without limiting any rights we may have, promptly rectify the noncompliance.
You will pay us: (a) the applicable Referral Fees; (b) any applicable Closing Fee; (c) the Selling on Amazon Subscription Fee, (payable in advance each month); and (d) any other applicable fees and charges described in this Agreement (including any applicable Program Policies). "Selling on Amazon Subscription Fee" means the fee specified as such on the Selling on Amazon Fee Schedule for the Amazon Site at the time such fee is payable. With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in this Agreement; (ii) " Closing Fees" means the applicable fees, if any, as specified on the Fee Schedule for the Amazon Site; and (iii) "Referral Fee" means the applicable fee based on the Sales Proceeds from Your Transaction through the Amazon Site specified on the Selling on Amazon Fee Schedule for the Amazon Site at the time of Your Transaction, based on the categorization by Amazon of the type of product that is the subject of Your Transaction.
S-6 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, we will remit to you an amount equal to your available balance on a biweekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds received by us or our Affiliates in respect of Your Transactions but excluding any amounts previously remitted to you as of the applicable Remittance Calculation Date, less: (a) any applicable fees and charges described in this Agreement (including the Program Policies); and (b) any other amounts we are entitled to withhold, deduct, offset or claim in accordance with the Agreement or applicable Law. If your account is subject to a reserve or withholding requirement, the time period for remittance of sales proceed to you may be longer than 14 days. When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the applicable Refund Administration Fee for each of Your Products. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “Refund Administration Fee” means the applicable fee described on the Fee Schedule for the Amazon Site.
S-7 Listings on the Amazon Site.
We have the right in our sole discretion to suspend, prohibit, remove, or take other action in relation to any listing of Your Products on the Amazon Site, including as described in the Program Policies.
S-8 Effect of Termination.
Upon termination of these Selling on Amazon Service Terms, all rights and obligations of the Parties under these Selling on Amazon Service Terms with regard to the Amazon Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
Selling on Amazon Definitions
"Amazon Refund Policies" means the return and refund policies published on the Amazon Site and applicable to products and services offered via that Amazon Site.
"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that Amazon designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer or as otherwise set out in our Program Policies.
"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).
"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date").
"Required Product Information" means, with respect to each of Your Products, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Amazon may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Amazon from time to time); (d) categorization within each Amazon product category and browse structure as prescribed by Amazon from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Amazon image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Amazon Service Terms, it means any and all such transactions through Selling on Amazon only.
Payment Collection Service Terms
BY REGISTERING FOR OR USING ANY SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE PAYMENT COLLECTION SERVICE TERMS FOR THAT SERVICE.
P-1 Payment Collection Agency Appointment.
You authorize Amazon to: (a) act as your payments collection agent, in accordance with these terms, for the purpose of receiving and processing payments and refunds, making adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf and remitting Sales Proceeds to Your Bank Account, in connection with the sale of Your Products on the Site; and (b) charge your Credit Card, and pay Amazon and its Affiliates amounts you owe in accordance with this Agreement or other agreements relating to the Site that you may have with Amazon Affiliates. Amazon provides the services described in these Payment Collection Service Terms and the related services described in Sections S-1.4, S-2.2, S-6, and F-8.3 of the Agreement (collectively, the "Payment Collection Services").
You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. In the event of non-payment to you by Amazon, you agree that you will not have any recourse against buyers, you will not make or attempt any contact with buyers, and your only recourse in the event of non-payment is against Amazon. We will remit funds to you in accordance with this Agreement.
Subject to Section 2 of the General Terms of this Agreement, Amazon will remit funds to you in accordance with Section S-6 of this Agreement and these Payment Collection Service Terms. Amazon's obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by Amazon less amounts owed to Amazon, and is subject to any withholding, deduction chargeback, reversal or claim made under or in relation to this Agreement. Without limiting Amazon's rights to collect any amounts you owe, Amazon's receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.
P-3 Your Funds.
Your Sales Proceeds will be held in an account with Amazon (a "Seller Account") and will represent an unsecured claim against Amazon (but subject to the terms of Section S-6 of this Agreement). Your Seller Account is not a deposit and is not insured as a deposit. Prior to disbursing funds to you, Amazon may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Amazon will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.
We may at any time require you to provide any financial, business or personal information we request to verify your identity. We may obtain, and you authorize us to obtain and use from time to time credit reports about you. You agree to update all Seller Account information promptly upon any change.
P-5 Dormant Accounts.
Your right to your available balance in your Seller Account ends (notwithstanding that you may have active listings) if you do not have any transactions for 12 months or more. We will owe no further obligation to pay you all or any part of that available balance, on the date that is 12 months after the last transaction conducted on your Seller Account. During that 12 months period, we will make reasonable efforts to ensure payment to you of your available balance to you, subject to and such that the payment is calculated on the terms of Section S-6 of this Agreement.
Marketplace Web Service Terms
The Marketplace Web Service (“MWS”), is a Service that enables your systems to interface with certain features or functionality available to Sellers. These MWS Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in MWS.
BY REGISTERING FOR OR USING THE MARKETPLACE WEB SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE MARKETPLACE WEB SERVICE TERMS.
MWS-1 Description of the Marketplace Web Service.
We may make available to you MWS Materials that permit your systems to interface with certain features or functionality available to Sellers. MWS and MWS Materials are provided by us at no charge, subject to the General Terms of this Agreement and the Marketplace Web Service Terms. All terms and conditions applicable to MWS and MWS Materials are solely between you and us unless otherwise specified. MWS Materials that are Public Software may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those MWS Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any MWS Materials that are Public Software, all of the non-license provisions of this Agreement will apply.
MWS-2 License and Related Requirements.
MWS-2.1 Generally. Subject to your completion of our online registration process for MWS and compliance with the terms of this Agreement, including all applicable Program Policies, we grant you a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license to do the following: (a) access and use MWS, and install, copy, and use MWS Materials, solely in support of your use of the Services covered by this Agreement in accordance with any applicable MWS Specifications; or (b) access and use MWS, and install, copy, use, and distribute MWS Materials, for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through MWS, but solely in support of Sellers who: (i) we approve as participating in good standing in the applicable Services covered by this Agreement; and (ii) have specifically authorized you to provide support services for their Selling Account under an agreement between you and the applicable Seller.
MWS-2.2 Selling Account. You must maintain a Selling Account (which may be a Staging Account) in good standing at all times during the Term.
MWS-2.3 License Restrictions. You may use and access MWS and applicable MWS Materials only through MWS APIs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with MWS or MWS Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that MWS or any MWS Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; or (h) engage in any activities we otherwise prohibit. In addition, all licenses granted in these Marketplace Web Service Terms are conditional on your continued compliance with this Agreement, and may be terminated by us if you do not comply with any term or condition of this Agreement.
MWS-2.4 Account Identifiers and Credentials. To access MWS APIs, you must use your Account Identifiers and Credentials in accordance with these Marketplace Web Service Terms. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
MWS-2.5 Security of Your Information. You are solely responsible for the development, content, operation, and maintenance of Your Information, and for properly configuring and using MWS and taking your own steps to maintain appropriate security, protection and backup of Your Information, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of Your Information in connection with MWS (including as a result of your or any Seller’s or other third party’s errors, acts, or omissions).
MWS-2.6 MWS Applications. Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with MWS and MWS Materials, including, without limitation, that it complies with MWS Specifications.
MWS-2.7 Information and System Access. To the extent you access or use MWS or MWS Materials for the purposes set forth in Section MWS-2.1 of this Agreement, you will not access or use any Selling Account other than your own Account unless and only for so long as the access and use is: (a) approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller; and (b) required to deliver or operate an MWS Application to or on behalf of the Seller in accordance with that agreement. You may not modify the account settings, Content, or offers of any Selling Account or make any other change to a Selling Account except to the extent authorized in writing by the Seller as part of a binding agreement between you and the Seller. You will not access or use any MWS Transaction Information or Personal Information for any purpose other than the delivery or operation of an MWS Application on your own Account or, to or on behalf of the Seller. You may not reproduce or disseminate or disclose to any third party any MWS Transaction Information or Personal Information for any purpose. Without limiting the foregoing, you will: (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing use or disclosure of MWS Transaction Information or Personal Information and against accidental loss or destruction of, or damage to, MWS Transaction Information or Personal Information; (ii) maintain all MWS Transaction Information and Personal Information logically separate from all other information; and (iii) at all times ensure that you are aware of and have documentation of the location of all copies of any MWS Transaction Information or Personal Information stored by or for you.
MWS-3.1 Termination of Your Access to MWS and MWS Materials. Without limiting the parties’ rights and obligations under the Agreement, we may limit, suspend, or terminate your access to MWS and all MWS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where your access to any other Service is suspended or terminated, where the access of any Seller you support to use one or more Services is suspended or terminated, or if we determine:
Upon any suspension or termination of your access to MWS, you will immediately cease use of MWS and all MWS Materials. Upon any termination of your access to MWS, you will also immediately destroy all MWS Materials. Upon any suspension or termination of your access to MWS, we may cause your Account Identifiers and Credentials to cease to be recognized by the Amazon Network for the purposes of MWS and MWS Materials.
MWS-3.2 Effect of Termination. Upon termination of these Marketplace Web Service Terms, all rights and obligations of the Parties under these Marketplace Web Service Terms will be extinguished, except that Sections MWS-1, MWS-3, MWS-4, MWS-5, MWS-6, MWS-7, MWS-8, MWS-9, and MWS-10 survive termination.
MWS-4 Modifications to MWS or MWS Materials.
We may change, deprecate, or discontinue MWS or MWS Materials (including by changing or removing features or functionality of MWS or MWS Materials) from time to time.
For notices made by you to us under these Marketplace Web Service Terms and for questions regarding this Agreement, MWS, or MWS Materials, you may contact us at the Contact Address.
If you suggest to us improvements to MWS or MWS Materials (collectively, "MWS Suggestions"), in addition to the rights you grant to us in the General Terms, we will own all right, title, and interest in and to the MWS Suggestions, even if you have designated the MWS Suggestions as confidential. We will be entitled to use the MWS Suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the MWS Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the MWS Suggestions. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers’ general level of satisfaction with MWS and MWS Materials and with your delivery of related services to Sellers, and you agree that we may publically report the results of surveys without restriction.
MWS-7 Rights in MWS, MWS Materials, MWS Specifications, and the Amazon Network.
As between you and us, we or our licensors own all right, title, and interest in and to MWS, MWS Materials, MWS Specifications, and the Amazon Network. Except as provided in Section MWS-2 of this Agreement, you obtain no rights under this Agreement from us or our licensors to MWS, MWS Materials, MWS Specifications, or the Amazon Network, including any related intellectual property rights.
In addition to your obligations under the General Terms of this Agreement, you agree to defend, indemnify, and hold harmless us, our Affiliates, our and their licensors, and each of our and their respective employees, officers, directors, and representatives (the "Amazon Parties") from and against any Claims arising out of or relating to: (a) your use of MWS or MWS Materials (including any of Your Materials you upload, transfer, or otherwise make available to or through MWS); (b) Your Information or the combination of Your Information with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third party rights or the use, development, design, production, advertising, or marketing of Your Information; or (c) any dispute between you and any Seller. If we or any of our Affiliates are obligated to respond to a third party subpoena, Claim, or other compulsory legal order, or process in connection with your use of MWS or MWS Materials (including as described in clause (a) above), you will also reimburse us for reasonable attorneys’ fees, as well as our or their employees’ and contractors’ time and materials spent responding to the third party subpoena, Claim, or other compulsory legal order, or process at our or their then-current hourly rates (actual or estimated).
IN ADDITION TO THE DISCLAIMERS IN THE GENERAL TERMS OF THIS AGREEMENT, THE FOLLOWING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. MWS AND MWS MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING MWS OR MWS MATERIALS, INCLUDING ANY WARRANTY THAT: (a) MWS OR MWS MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS; OR (b) THAT ANY SOFTWARE, DATA, TEXT, AUDIO, VIDEO, IMAGES, OR OTHER CONTENT YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH MWS, INCLUDING YOUR INFORMATION, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. FURTHER TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE MWS OR MWS MATERIALS, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR TERMINATION OR SUSPENSION OF YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; OR (D) WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAY DISCONTINUE PROVIDING OR DEPRECATE MWS AND ANY MWS MATERIALS, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF MWS AND ANY MWS MATERIALS FROM TIME TO TIME, AND YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY OF THE FOREGOING ACTIONS.
MWS-10 Other Terms.
MWS-10.1 Non-Exclusive Rights.
The rights we grant you in this Agreement are non-exclusive, and we reserve the right: (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with MWS or MWS Materials; and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us will be free to establish our own pricing for our products and services. As between you and us, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these Marketplace Web Service Terms or under any agreement you enter into with any Seller or other third party.
MWS-10.2 No Third Party Beneficiaries.
Except as expressly set forth in these Marketplace Web Service Terms, these Marketplace Web Service Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Marketplace Web Service Terms.
Marketplace Web Service Definitions
"Account Identifiers and Credentials" means account IDs and any unique public key/private key pair issued by us or an Affiliate that enables you to access and use MWS or MWS Materials.
"Amazon Network" means our and our Affiliate’s internal data centre facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide MWS or MWS Materials.
"API" means an application programming interface.
"Contact Address" means: email@example.com, with a copy to P.O. Box 81226, Seattle, WA 981081226, Attn: Marketplace Web Service Support.
"MWS Application" means a software application or website that interfaces with MWS or MWS Materials.
"MWS Materials" means any software, data, text, audio, video, images, or other Content we make available in connection with MWS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.
"MWS Specifications" means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to MWS or MWS Materials.
"MWS Transaction Information" means any information, data, or Content relating to any Selling Account, to any customer, or to any transactions processed by or for the Amazon Contracting Party or any of its Affiliate Companies, on any website.
"Personal Information" means any information or opinion about an identified individual, or individual who is reasonably identifiable, and includes all personally identifiable information relating to Sellers and customers and other third parties including, but not limited to, name, address, email address, phone number, and may include information contained in or relating to survey responses, and purchases.
"Public Software” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.
"Seller" means any person or entity (including you, if applicable) that is participating in a service covered by this Agreement.
"Selling Account" means the password protected account we make available to a Seller in support of its participation in one or more Services covered by this Agreement.
"Staging Account" means a Selling Account with status “in staging” that we make available to a third party service provider whom we allow to access our online portals and tools and/or that is provided to Sellers for the purpose of integrating or enhancing a Seller's systems with the features or functionality made accessible by us through MWS or MWS Materials.
"Your Information" means the software, data, text, audio, video, images, or other Content that you use in connection with MWS or MWS Materials, that you cause to interface with MWS, or that you upload to MWS.