EU Associates Programme Operating Agreement
Effective from October 1, 2017 (Current Associates: See what’s changed)
This Associates Programme Operating Agreement (“Operating Agreement“) contains the terms and conditions that govern your participation in the Amazon EU Associates Programme (the “Programme”). “We”, “us”, “our” or “Amazon” means Amazon Europe Core S.à r.l. or any of its affiliate companies (excluding those that sell retail products), as the case may be. “You” or “your” means the applicant. A “site” means a website. The Amazon UK Site, the Amazon DE Site, the Amazon FR Site, the Amazon IT Site and the Amazon ES Site mean, each and collectively, as applicable, the “Amazon Site”. “Amazon UK Site” means any or all of the Amazon.co.uk site or the Audible.co.uk site. “Amazon DE Site” means any or all of the Amazon.de site or Audible.de site. “Amazon FR Site” means the Amazon.fr site. “Amazon IT Site” means the Amazon.it site. “Amazon ES Site” means the Amazon.es site. “Your site” means any site(s), user-generated content on your social media account and software application(s) that you own or operate and link to the Amazon Site. Note that software applications are prohibited from participating in the Programme unless expressly approved pursuant to the Associates Programme Participation Requirements
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT ON THE AMAZON SITE AND, IN THE CASE OF CHANGES TO THE CONTRACTUAL TERMS OF THIS OPERATING AGREEMENT, SENDING A NOTIFICATION TO THE EMAIL ADDRESS THEN-CURRENTLY ASSOCIATED WITH YOUR PROGRAMME ACCOUNT, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT AND THE OPERATIONAL DOCUMENTATION; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR OR OTHERWISE LEGALLY PREVENTED FROM CONTRACTING) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING THE ASSOCIATES PROGRAMME PARTICIPATION REQUIREMENTS; AND (D) AGREE TO COMPLY WITH THE REQUIREMENTS SET OUT IN APPENDIX 1 (IF YOU ARE ADVERTISING THE AMAZON DE SITE) OR APPENDIX 2 (IF YOU ARE ADVERTISING THE AMAZON FR SITE); (E) HEREBY REPRESENT AND WARRANT THAT 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; (F) 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; AND (G) UNDERSTAND THAT SOME OF THE SOFTWARE, TECHNOLOGY OR RELATED INFORMATION THAT YOU AND YOUR EMPLOYEES OR CONTRACTORS MAY HAVE ACCESS TO 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.
IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Description of the Programme
The purpose of the Programme is to permit you to advertise Products on your site and to earn advertising fees for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Amazon Site other than any product that is listed on this page (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Associates Programme Advertising Fee Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other information in connection with the Programme (“Content”). Content specifically excludes any data, images, text, or other information or content relating to Excluded Products, and products offered on any site which is not an Amazon Site.
To begin the enrolment process, you must submit a complete and accurate Programme application. For purposes of this Operating Agreement, “your site” means your website or Mobile Application (defined below). You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libellous or defamatory materials;
(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) promote or undertake illegal activities;
(f) include any trademark of Amazon or its affiliates, or a variant or misspelling of a trademark of Amazon or its affiliates, in any domain name – for example, a domain name such as “endlessboots.com”, “amaozn.com”, “amazonauctions.net”, “kindlemagazines.mydomain.info”, or “kindlewirelessreader.co.uk” would be unsuitable;
(g) include any trademark of Amazon or its affiliates in any username, group name, or other identifier on any social networking website – for example, a username such as “Endless Shoes,” or “Amazon Japan” or “Kindle For You” registered on a social networking site such as Twitter or Facebook would be unsuitable; or
(h) otherwise violate intellectual property rights.
In your application to the Programme, you must select the category listed in the Category Schedule that most accurately describes the primary method you will use to send end users to the Amazon Site. You may select only one category. If you are unsure which category to select, please contact us prior to submitting your application. If at any time during the term of this Operating Agreement you modify your site or your participation in the Programme such that the category you selected at registration is no longer appropriate, you must promptly update your account information here. WE MAY, AT ANY TIME AND FROM TIME TO TIME, CHANGE YOUR CATEGORY IF WE DETERMINE THAT ANOTHER CATEGORY IS MORE APPROPRIATE FOR YOU. If you select or we determine you are in the Comparison Shopping Engine category and you have asked for or have an Associate ID to advertise the Amazon DE Site then you must comply with the Comparison Shopping Engine Requirements.
In addition, in your application you must identify each Amazon Site that you wish to advertise on your site (e.g., the Amazon UK Site (Amazon.co.uk), the Amazon DE Site (Amazon.de), the Amazon FR Site (Amazon.fr), the Amazon IT Site (Amazon.it) or the Amazon ES Site (Amazon.es).
You may advertise more than one Amazon Site on your site. You will receive a different Associate ID for each Amazon Site for which you successfully enrol in the Programme and must use that Associate ID to format links to the appropriate Amazon Site only. This Operating Agreement relates to your participation in the Programme for only the Amazon Site for which you have successfully enrolled.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement.
You will ensure that the information in your Programme application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Operating Agreement to the email address then-currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
By participating in the Programme, you agree that you will perform all services under the Operating Agreement outside the United States. If, for any reason, you cannot comply with this requirement, you can request an exception by using this link.
If you wish to include Special Links (defined below) in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (a “Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 2 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection.
3. Links on Your Site
After you have been notified that you have been accepted into the Programme for an Amazon Site, you may display Special Links on your site. “Special Links” are links to the Amazon Site for which you have successfully enrolled in the Programme that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide (including the Associate ID you received for use with that specific Amazon Site), and that comply with the Associates Programme Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees. Special Links displayed in Approved Mobile Applications may be served by the Amazon Mobile Associates API (“AMA API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Associates ID we have assigned to you expressly for your Approved Mobile Applications.
You may earn advertising fees only as described in Section 7 and only with respect to activity on the relevant Amazon Site occurring directly through the appropriate Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Amazon Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.
4. Programme Requirements
By participating in the Programme, you agree that you will comply with the Associates Programme Participation Requirements, Amazon EU Associates Programme IP Licence(“Licence“) and all pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to you, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. In addition to any other rights or remedies available to us, we may terminate this Operating Agreement for Cause if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether with respect to any existing or previously terminated Associates account):
- have not complied with any requirement or restriction described in the Associates Programme Participation Requirements page or have otherwise violated this Operating Agreement or any Operational Documentation; or
- have violated the Licence; or
- have violated any requirement or restriction described in the applicable agreements governing participation in any other Associates Program offering provided by any of our affiliates (e.g., the Amazon.com Associates Program, the Amazon.ca Associates Program, the Amazon.cn Associates Program, the Amazon.co.jp Associates Program, the Amazon.in Associates Program and the Amazon.co.br Associates Program); or
- have violated the Amazon Mobile App Distribution Agreement or the Amazon Mobile App Distribution Program Materials License Agreement, both of which are applicable only if you have a developer account.
In addition, you hereby consent to us:
- sending you emails relating to the Programme from time to time;
- recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Amazon Site) in accordance with the terms of our privacy notice, which can be found here for the Amazon UK Site, here for the Amazon FR Site, here for the Amazon DE Site, here for the Amazon IT Site and here for the Amazon ES Site (each being the relevant “Privacy Notice”); and
- crawling, and otherwise investigating your site to verify compliance with this Operating Agreement or any Operational Documentation.
5. Responsibility for Your Site
You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment;
- displaying Special Links and Content on your site in compliance with this Operating Agreement, the Operational Documentation, all applicable laws and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
- using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
- any use that you make of the Content and the Amazon Marks, whether or not permitted under this Operating Agreement.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees’ negligence or wilful misconduct.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the Amazon Site. We reserve the right to reject orders that do not comply with any requirements on the Amazon Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
7. Advertising Fees
We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Associates Programme Advertising Fee Schedule. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the relevant Amazon Site related to the appropriate Associate ID for that Amazon Site; (b) during a single Session that customer either (i) adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through, (ii) purchases a Product via our 1-Click feature, or (iii) streams or downloads a Product from an Amazon Site if the Product is a Digital Product; and (c) the Product is shipped to or streamed or downloaded by, and paid for by, the customer.
A “Session” begins when a customer clicks through a Special Link on your site to the Amazon Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product that is not a Digital Product; or (z) the customer follows a Special Link to the Amazon Site that is not your Special Link.
A “Digital Product” is a Product sold under the name “Amazon MP3”, “Amazon Shorts”, “eDocs”, “Amazon Instant Video”, “Amazon Software Downloads”, “Game Downloads”, and “Kindle Books”, “Kindle Newspapers”, “Kindle Blogs”, “Kindle Newsfeeds”, or “Kindle Magazines”.
Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:
- any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, is purchased by a customer via our 1-Click feature, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Amazon Site;
- any Product purchase that is not correctly tracked or reported because the links from your site to the relevant Amazon Site are not properly formatted;
- any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you;
- any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
- any Product purchased for resale or commercial use of any kind;
- any Product purchased after termination of this Operating Agreement;
- any Product order where a cancellation, return, or refund has been initiated; and
- any Product purchased by a customer who is referred to an Amazon Site through any of the following:
a. a Prohibited Paid Search Placement; or
b. a link to the Amazon Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “amazon,” “endless,” “Kindle,” “Amazon Prime”; “Prime Music”; “Amazon Instant Video” or any other trademark of Amazon or its affiliates (see a non-exhaustive list of our trademarks) or variations or misspellings of any of those words (e.g., “ammazon,” “amaozn,” “endlss,” “enldess” and “kindel”). “Redirecting Link” means a link that sends users indirectly to an Amazon Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
8. Advertising Fee Payment
We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. Advertising fees will be paid in Pounds Sterling for Qualifying Purchases occurring on the Amazon UK Site and in Euro for Qualifying Purchases occurring on the Amazon DE Site, the Amazon FR Site, the Amazon IT Site or the Amazon ES Site. You will receive separate payments for each Amazon Site that you advertise. For instance, if you advertise both the Amazon UK Site and the Amazon FR Site on your site, you will receive one payment for advertising fees for Qualifying Purchases from the Amazon UK Site and a separate payment for advertising fees for Qualifying Purchases from the Amazon FR Site. We will pay you approximately 60 days following the end of each calendar month using the payment method you choose from the following available options. Until you have selected one of the payment methods below, we will not be able to issue payment to you and will withhold any unpaid accrued advertising fees until you have done so.
(a) Payment by Direct Deposit. If you select payment by direct deposit, we will directly deposit the advertising fees you earn into the bank account you designate, but may accrue and withhold advertising fees until the total amount due to you for Qualifying Purchases occurring on the Amazon UK Site is at least £25 or €25 for Qualifying Purchases occurring on each of the Amazon DE Site, the Amazon FR Site, the Amazon IT Site or the Amazon ES Site. If you select this method of payment, you must provide us with the name of your bank, the IBAN, the BIC, and the name of the primary account holder as it appears on the account. This payment method is only available for bank accounts located in certain countries.
(b) Payment by Cheque. If you select payment by cheque, we will send you a cheque in the amount of the advertising fees you earn, but we may accrue and withhold advertising fees until the total amount due to you for Qualifying Purchases occurring on the Amazon UK Site is at least £50 or €50 for Qualifying Purchases occurring on each of the Amazon DE Site, the Amazon FR Site, the Amazon IT Site or the Amazon ES Site.
(c) Payment by Amazon Gift Certificate. If you select payment by Amazon gift certificate, we will send you a gift certificate in the amount of the advertising fees you earn, redeemable on the Amazon Site from which you earned the applicable advertising fees, but we may accrue and withhold advertising fees until the total amount due to you for Qualifying Purchases occurring on the Amazon UK Site is at least £25 or €25 for Qualifying Purchases occurring on each of the Amazon DE Site, the Amazon FR Site, the Amazon IT Site or the Amazon ES Site. All Amazon gift certificates will be subject to our then-current standard gift certificate terms and conditions.
If at any time there has been no substantial activity on your account for at least 3 years, then we will have the right, upon seven (7) days’ written notice, to close your inactive account and terminate this Operating Agreement. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Operating Agreement. Payments made to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of amounts payable under this Operating Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your advertising fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Additionally, if you are established in Luxembourg you may be legally obligated to charge us Value Added Tax (VAT). If you provide us with an invoice which meets the requirements for a valid VAT invoice and separately states the correct and applicable VAT, Amazon will pay the applicable VAT.
9. Policies and Pricing
Customers who buy products through this Programme are our customers with respect to all activities they undertake in connection with the Amazon Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Amazon Site will apply to those customers and we may change them at any time.
10. Identifying Yourself as an Associate
You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Programme. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Amazon EU Associates Programme, an affiliate advertising programme designed to provide a means for sites to earn advertising fees by advertising and linking to [insert applicable site name (Amazon.co.uk/Amazon.de/Amazon.fr/Amazon.it/Amazon.es)].”
11. Not Used
12. Not Used
13. Compliance with Laws
In connection with your participation in the Programme you will comply with all applicable laws, ordinances, rules, regulations, orders, licences, permits, judgments, decisions, guidelines, codes of practice, and other requirements of (a) any governmental authority that has jurisdiction over you or (b) any applicable regulatory or self-regulatory body, including laws that govern electronic marketing (e.g., laws and regulations made to comply with Directive 2002/58/EC (Privacy and Electronic Communications Directive) and Data Protection and privacy laws and regulation together with applicable advertising, marketing, and promotion regulations.
14. Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Programme application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party at least 7 days’ written notice of termination.
In addition, we may terminate this Operating Agreement immediately at any time upon written notice to you for Cause. “Cause” means any of the following: (a) you are in material breach of this Operating Agreement or you are in minor breach of this Operating Agreement but you do not remedy it within 7 days; (b) we believe that we may face potential claims or liability in connection with your participation in the Programme; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Programme; (d) we believe that we are or may become subject to tax collection requirements in connection with this Operating Agreement or the activities performed by either party under this Operating Agreement; (e) we have previously terminated this Operating Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (f) we have terminated the Programme as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 3, 4, 5, 10 or 13 or Section 1 of the Licence will be deemed a material breach of this Operating Agreement.
Upon any termination of this Operating Agreement, (a) we may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g. to account for any cancellations or returns), and (b) any and all licences you have the benefit of with respect to Content will automatically terminate and you will immediately stop using the Content and Amazon Marks and promptly remove from your site and delete or otherwise destroy all links to the Amazon Site, all Amazon Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Programme. Furthermore, upon any termination of this Operating Agreement for Cause, Amazon may permanently withhold accrued unpaid advertising fees that remain due under this Operating Agreement at the time of termination without further notice and without prejudice of any right of Amazon to recover damages in excess of this amount. Upon any termination of this Operating Agreement, all licences, rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 13, 14, 16, 17, 18, 19, and 20 and Sections 1 (third paragraph) and 3 of the Licence will survive the termination of this Operating Agreement. Subject to the provisions of this Section 14, termination of this Operating Agreement will not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
We may modify any of the terms and conditions contained in this Operating Agreement at any time and from time to time in our sole discretion by, at least 7 days prior to the effective date of the modification, posting a change notice or revised agreement on the Amazon Site or by sending a notification to the email address then-currently associated with your Programme account. Modifications may include, for example, changes to the Associates Programme Advertising Fee Schedule, payment procedures, and Programme requirements. You may during that 7-day period, as your sole recourse, notify us in writing of your objections to the modifications and, if you do so, your account will automatically terminate on the effective date of the modification to which you objected.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT IN WRITING. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EFFECTIVE DATE OF THE MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFICATION.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
17. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAMME, OPERATIONAL DOCUMENTATION, THE AMAZON SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAMME, THE AMAZON SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
NOTHING IN THIS OPERATING AGREEMENT (INCLUDING THE PREVIOUS PARAGRAPH) WILL OPERATE TO EXCLUDE: (I) LIABILITY FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF EITHER PARTY, ITS EMPLOYEES, AGENTS OR AUTHORISED REPRESENTATIVES, (II) EITHER PARTY’S CONTRACTUAL LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR (III) ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.
THE PROGRAMME, THE AMAZON SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE AMAZON SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, AMAZON DOMAIN NAMES, OUR AND OUR AFFILIATES’ TRADEMARKS, DOMAIN NAMES AND LOGOS (INCLUDING THE AMAZON MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAMME (COLLECTIVELY THE “SERVICE OFFERINGS“) ARE PROVIDED “AS IS.”
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAMME, CONTENT, OPERATIONAL DOCUMENTATION, THE AMAZON SITE, OR THE AFFILIATE-PROGRAMME PAGES OF THE AMAZON SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT.
FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAMME, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAMME.
The laws of the Grand-Duchy of Luxembourg, without regard to principles of conflicts of laws, will govern this Operating Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the judicial district of Luxembourg City. Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. We may assign it to any of our affiliates or another party who undertakes to abide by our covenants and obligations given here. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
You acknowledge that you have read and that you agree to the terms of our Privacy Notice, which can be found here for the Amazon UK Site, here for the Amazon FR Site, here for the Amazon DE Site, here for the Amazon IT Site and here for the Amazon ES Site. Unless you have otherwise notified us in accordance with the procedures described in our Privacy Notice, you hereby authorise us to process any personal data we obtain in connection with this Operating Agreement and the Programme in compliance with applicable law on data protection and in accordance with our Privacy Notice. The information provided in connection with the Programme is used solely by us and our affiliates. However, it may be passed on to our or our affiliates’ suppliers and service providers for the direct and associated requirements of the performance of this Operating Agreement.
Our failure to enforce your strict performance of any provision of this Operating Agreement or the Operational Documentation will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the Excluded Products page and the EU Associates Programme Trademark Guidelines will prevail over this Operating Agreement and this Operating Agreement will prevail over any of the other Operational Documentation. If you are enrolled to use the Product Advertising API and in the event of any conflict between this Operating Agreement and the Licence, this Operating Agreement will prevail except that the Licence will prevail with respect to your use of the Product Advertising API, Data Feed, and Product Advertising Content (each as defined in the Licence). Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.
All non-public information provided by us in connection with the Operating Agreement is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under Operating Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
This Operating Agreement is drafted in the English language. Any translations of this Operating Agreement are provided for convenience only and the English language text shall prevail over any such translations.
Appendix 1: For Programme participants advertising the Amazon DE Site – Commercial placement of electronic advertisements
By reason of existing price controls on books, only commercial entities may enrol in the Programme to advertise the Amazon DE Site.
By way of example, you are considered to be a “commercial” entity if:
- Your company has the status of a commercial association or a commercial partnership,
- You have registered a trade,
- You operate your own server, or
- You possess, own, or are authorised to use your own domain name for your website.
You may not apply to the Programme to advertise the Amazon DE Site unless you are a commercial entity. By applying to the Programme to advertise the Amazon DE Site, you represent and warrant that you are a commercial entity. We may terminate your Programme account if we believe that you are not a commercial entity. If you wish to confirm to us that you are a commercial entity, you may fax a copy of your trade registration or trade licence to us at the number below. If you select this option, please be sure to write you Associates ID legibly on the fax.
Within Germany: 08 00-2 82 40 00 (toll-free)
From all other countries +49-941-78 87 81 11 (subject to charge)
Please only use this number only to fax your trade licence. Other inquiries or communications to the numbers above will be disregarded. Therefore, please always send other correspondence by using the contact us.
The following government offices are competent to register a trade, depending on where your commercial activity is based.
- District office
- County administration
- Local council
Please refer to your local administration to find the competent office.
With a new trade registration, you can state the following terms as “business purpose”:
- “Transaction of business”
- “Transaction of business over the Internet”
- “Trade agency”
Or analogous terms, following consultation with the competent office.
Appendix 2: For Programme participants advertising the Amazon FR Site:
By enrolling in the Programme to advertise the Amazon FR Site, you represent and warrant that you are aware of all obligations relating to employment laws in France, and are (a) in compliance with the applicable laws and regulations, and (b) up-to-date with your payments of the corresponding payroll contributions. Furthermore, you acknowledge that you are required to carry out a number of formalities and declaratory steps pursuant to Article L. 8222-1 of the French labour code.
If the amounts payable pursuant to this Operating Agreement are at least equal to EUR3,000 in aggregate under this Operating Agreement (a “Relevant Associate”), you are required to supply us with the documents set out below, or as may be otherwise specified in Section D. 8222-5 of the French labour code (as may be amended from time to time), at the time of either agreeing to be bound by this Operating Agreement or the time when the aggregate amounts payable pursuant to this Operating Agreement are equal to or exceed EUR3,000, and then every six (6) months thereafter until termination. The required documents must be sent to this email address: email@example.com.
If you fail to provide the required documents in due time, we may not pay you any advertising fees and/or we may terminate your Programme account.
1. If you are a Relevant Associate, you must provide us with the following documents:
(a) an affidavit sworn by the social protection entity responsible for collecting payroll contributions from you confirming the filing and the payment of social declarations, which is less than six (6) months old; and
(b) an affidavit sworn by you confirming the filing with the French tax administration, at the date of the affidavit referred to in paragraph 1a above, of all mandatory tax declarations; and
(c) an affidavit that you do not employ foreign employees without the proper working permit allowing them to work in France; and
(d) an affidavit, indicating whether or not you will use, for the performance of the Operating Agreement, foreign employees, and if yes, in accordance with article D8254-2 of the Labour code, you will give the list of the employees subject to a work permit provided by article L. 5221-2 of the French Labour Code, with name, date of hire, nationality, type and reference number of the work permit.
2. If you are a Relevant Associate but (i) you are not bound to register with the registry of commerce and companies (“registre du commerce et des sociétés”) or with the professional registry (“register des métiers”); and (ii) you are not able to provide the documents referred to in paragraph 3a or 3b below, you must provide us with a receipt confirming the filing of your declaration with a companies’ formalities centre (“centre de formalités des entreprises”).
3. If you are a Relevant Associate and (i) your registration with the registry of commerce and companies (“registre du commerce et des sociétés”) or with the professional registry (“register des métiers”) is mandatory; or (ii) if your profession is regulated (“profession réglementée”), you must provide us in respect of yourself with at least one of the following documents:
(a) an extract from the registry of commerce and companies (“registre du commerce et des sociétés”) (“Extrait K” or “K bis”);
(b) an identification card documenting the registration with the companies’ formalities centre (“centre de formalités des entreprises”);
(c) an estimate, advertising document or business correspondence on which appear: the name or business name, the complete address and the registration number with the registry of commerce and companies or with the companies’ formalities centre or with the list or “tableau” of a professional “order” (“ordre”), or the reference to the approval (“agreement”) issued by the competent authority; or
(d) the declaration filing receipt with a companies’ formalities centre (“centre de formalités des entreprises”) if your registration is pending.
4. If you are a Relevant Associate and you employ employees, you must provide us with an affidavit sworn by you certifying that the work will be performed with properly employed employees or as otherwise specified in Sections L. 1221-10, L. 3243-2 and R. 3243-1 of the labour code).