Effective 20 September 2017, the following changes were made to the Amazon Marketing Services Agreement:
A. Introduction was revised to read as follows:
This Amazon Marketing Services Agreement ("Agreement") contains the terms and conditions that govern your access to and use of Amazon Marketing Services (the "Services"). "We", "us", "our", and "Amazon" means Amazon Online UK Limited and any of its applicable Affiliates. "You" and "your" means the applicant (if registering for or using the Services as an individual) or the business employing the applicant (if registering for or using the Services as a business). Other capitalized terms have the meanings assigned in this Agreement, including as listed in the Definitions Section at the end of this Agreement.
BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS OR OTHER LEGAL ENTITY YOU REPRESENT): (A) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PROGRAM POLICIES (DEFINED BELOW); (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS OR ENTITY TO THIS AGREEMENT. IF YOU ARE AN AGENT (DEFINED BELOW), SECTION 21 WILL APPLY.
B. Section 5 (Payment) was revised to read as follows:
To use certain features of the Services, we may require that you provide us with valid credit card information from a credit card acceptable by us ("Your Credit Card"). In connection with providing this information, you will use only a name you are authorized to use in connection with the Services and will update this information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from your credit card issuer, and at our option to charge Your Credit Card for any sums payable by you to us (in reimbursement or otherwise).
You agree to pay us the applicable fees we calculate for your use of the Services or any part of them. At our option, we may require that you pay fees accrued in connection with the Services on a periodic basis (e.g., weekly or monthly) or following the achievement of performance thresholds established by us for you or your use of the Services. You agree to pay us the applicable fees for your use of the Services in British Pounds only. All click and impression counts in connection with Your Ads will be measured solely by us, and our measurements will be used as the sole basis for determining delivery of Your Ads and amounts due. For any amounts you owe us, we may (a) charge Your Credit Card, (b) offset any amounts that are payable by you to us against any payments we or our applicable Affiliate(s) may make to you or your Affiliate(s) (e.g., deduct from payment), (c) invoice you (or if you are an Agent and if so required under applicable law, the Service Participant on whose behalf you are acting) for amounts due to us under this Agreement, in which case you will pay the invoiced amounts within 30 days of the date of the applicable invoice, or (d) seek such payment or reimbursement from you by any other lawful means. You will, upon our request, provide us with contact information (legal name, address, phone number and e-mail address) for the Services Participant on whose behalf you are acting. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge, unless made within 15 days from date of invoice. You understand third parties may generate impressions or clicks on Your Ads for improper purposes, and you accept this risk.
C. Section 6 (License) was revised to read as follows:
You grant us, to the extent permitted by Law, for the full period of protection including all renewals, revivals, reversions and extensions, a royalty-free, non-exclusive, worldwide, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyse, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, independently and for purposes and means Amazon solely determines, any and all of Your Materials, and to sublicense the foregoing rights; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks on the Amazon Site (provided you are unable to do so using standard functionality made available to you via the AMS Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
D. Section 7 (Your Account; API Partner) was revised to read as follows:
7. Your Account; API Partner.
You are solely responsible for maintaining accurate, current and complete account information, for maintaining the secrecy of any account credentials and passwords used in connection with the Services, and for all activities that occur under your account. You or an account administrator for your account may authorize additional individuals (including Amazon) to access your account and use the Services, and you are solely responsible for all activities that occur under your account by such additional individuals (including all incurred fees and charges). If any of your passwords are compromised, you must change the compromised password(s).
Subject to our consent (which we may grant or withdraw at any time in our sole discretion) and through the means as determined solely by us, you may authorize another entity (“API Partner”) to access or use the Services on your behalf through an application program interface or other means as we may designate from time to time. You will require your API Partner to be bound by all restrictions applicable to you under this Agreement (including without limitation your confidentiality and non-use obligations) on terms at least as restrictive as those on you under this Agreement. As between you and us, you will be fully responsible for the acts, omissions, and obligations of your API Partner as if such acts, omissions, and obligations were your acts, omissions, and obligations.
E. Section 12 (Representations) was revised to read as follows:
You represent and warrant to us that: (a) if you are a business or other legal entity, you are a business or other legal entity duly organized, validly existing and in good standing under the Laws of the country in which your business or other legal entity is registered, and you are registering for or using the Services within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in connection with your use of the Services and in your performance of your obligations and exercise of your rights under this Agreement; (d) nothing in Your Materials is false, misleading, defamatory, libelous, slanderous, illegal, harassing or threatening, or infringes or misappropriates the proprietary rights, including Intellectual Property Rights, of any third party; (e) your API Partner will not disclose any Confidential Information to any third party, and your API Partner will not use any Confidential Information generated or collected in connection with the Services for any purpose other than creating, managing, and reporting Your Ads; (f) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (g) you will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority. You will be fully responsible for the acts, omissions and performance of any of your Affiliates, subcontractors, agents and suppliers, including any service provider, if applicable, used by you in connection with the Agreement.
F. The following definitions were added or revised to read as follows:
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item. For avoidance of doubt, Technology does not include “Your Product.”
Please review the Amazon Marketing Services Agreement carefully to make sure you understand all of its terms and conditions.