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Advertise Your App With Amazon Agreement


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Last updated: September 9, 2015

ADVERTISE YOUR APP WITH AMAZON AGREEMENT

This Amazon Advertise Your App with Amazon Agreement (“Agreement”) contains the terms and conditions that govern your access to and use of the Program (as defined below). "We," "us," "our," and "Amazon" means Amazon Media Group LLC or any of its affiliate companies. "You" and "your" means the individual registering for or using the Program (defined below) (if registering for or using the Program as an individual) or the business employing the individual registering for or using the Program (if registering for or using the Program as a business). “Amazon Site” means the website that has its primary home page identified by the URL www.amazon.com (and any successor or replacement website(s)), including the tools and information made available by Amazon to you for registering for or using the Program through such website or a subdomain of such website.

BY REGISTERING FOR OR USING THE ADVERTISE YOUR APP WITH AMAZON PROGRAM ("PROGRAM"), 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 PROGRAM 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 19 WILL APPLY.

1. Policies

You will at all times comply with the policies, guidelines and terms pertaining to the Program on the Amazon Site (collectively, "Program Policies"). You will provide us with any information that we request to verify your compliance with this Agreement or any Program Policies.

2. Display Ads

Display advertisements under the Program (“Display Ads”) may be displayed on any Amazon Network Property (defined below) as we determine. We do not guarantee that your Display Ads will be displayed on or made available through any Amazon Network Property, nor do we guarantee your Display Ads will appear in any particular position or rank. Without limiting your responsibility for your Content (defined below), Display Ads and use of the Program, we reserve the right to determine and control all aspects (including all functionality) of the Program and any Amazon Network Property, as well as the right to re-design, modify and remove or discontinue offering any or all aspects of any of them at any time at our sole discretion without notice. Additionally, we may at any time remove you from the Program, suspend any of your Display Ads campaigns, or reject or remove any of your Display Ads without notice. Any Amazon Network Property may be redesigned or modified at any time. As between you and us, you are solely responsible for (including all obligations, risks, liabilities and other aspects related to) all Display Ad content and any information, data, photographs, images, videos and other materials and items provided or made available by you to us in connection with the Program (collectively, "Content") and your use of the Program. "Amazon Network Property" means: (a) the Amazon Site; (b) any website or other online point of presence (including mobile applications) operated by Amazon or any of our affiliated companies; and/or (c) any other website, device, service, feature or online point of presence (including mobile applications) through which the Amazon Site, any website of any of our affiliated companies and/or products or services (including your Display Ads) available thereon are syndicated, offered, merchandised, advertised or described.

3. Display Ads Content; License

You will provide accurate, current and complete Content for each of your Display Ads in the format and using the interface, feeds, APIs or other mechanisms we require and in accordance with applicable Program Policies, and you will promptly update such Content as necessary to ensure it at all times remains complete, accurate, and up-to-date. We reserve the right to reject any Content you submit in our sole discretion. If we reject any Content for any reason, you must provide suitable replacement Content before your Display Ads campaign will run. It is your responsibility to keep any back-ups of your Content, and we are not responsible for loss of your Content or any information for any reason.

You grant us a royalty-free, non-exclusive, worldwide right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your Content, and to sublicense the foregoing rights; provided that nothing in this Agreement will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction (collectively, “Laws”) (e.g., fair use under United States copyright Law, referential use under trademark Law, or valid license from a third party).

4. Program Requirements

You will not provide any Content for any products or services that are prohibited by our Program Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in or use of the Program, including: (a) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) other than through reporting offered by us under the Program, collecting any user information from any Amazon Network Property or retrieving, extracting, indexing or caching any portion of any Amazon website or services or the websites or services of our affiliates, whether through the use of automated applications or otherwise; (c) submitting Content that is inappropriate, obscene, defamatory, or unlawful, or that infringes or misappropriates the proprietary rights of any third party; (d) engaging in acts or practices that are unfair or deceptive in connection with your Display Ads, including submitting Content or Display Ads that are unfair, deceptive or misleading, or that contain false or inaccurate information or unsubstantiated claims; (e) targeting communications of any kind on the basis of the intended recipient having viewed your Display Ads or being a user of any Amazon Network Property; (f) interfering with the proper working of any Amazon Network Property, the Program or our systems; (g) transmitting any viruses, “Trojan horses” or other harmful code; or (h) attempting to bypass any mechanism we use to detect or prevent such activities.

5. Payment

To use the Program, 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 Program 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 each Display Ads campaign you establish under the Program. At our option, we may require that you pay fees accrued under the Program, including fees for any active Display Ads campaign, on a periodic basis (e.g., weekly or monthly) or following the achievement of performance thresholds established by us for you or your Display Ads campaigns. You agree to pay us the applicable fees for your use of the Program in United States dollars only. All click and impression counts for each of your Display Ads campaigns will be measured solely by us, and our measurements will be used as the sole basis for determining Display Ad delivery 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 may make to you, (c) invoice you 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 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 claimed within 60 days after the date charged. You understand third parties may generate impressions or clicks on your Display Ads for improper purposes and you accept this risk.

6. Term of Agreement

The term of this Agreement will begin upon your acceptance of this Agreement and will end when terminated by either party. Each party may terminate this Agreement at any time, with or without cause, by providing notice to the other party as set forth in this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will end, except that fees accrued as of the date of termination, all interest thereon and costs of collection must be paid and Sections 3 – 6 and 9 – 18 will survive termination.

7. Cancelling a Campaign

You may request that we cancel an individual Display Ads campaign, and we will do so reasonably promptly after receiving your request. Any fees previously paid in connection with the cancelled campaign (including any upfront flat fee) will not be refunded, and any fees accrued in connection with the cancelled campaign as of the date of cancellation will be immediately payable by you to us.

8. Modification

We may modify any of the terms and conditions contained in this Agreement (including the Program Policies) at any time and in our sole discretion. Any modifications will be effective upon the posting of a change notice or a new agreement on the Amazon Site, or by sending you an e-mail notification. You are responsible for reviewing these locations and informing yourself of all applicable changes or notices. Modifications may include, for example, changes in payment procedures and Program Policies. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN OR USE OF THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE AMAZON SITE OR SENDING YOU AN E-MAIL NOTIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. We reserve the right to modify or discontinue offering all or any part of the Program at any time without notice.

9. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

10. Representations

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 Program 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 Program and in your performance of your obligations and exercise of your rights under this Agreement; and (d) nothing in the Content you submit to us hereunder is false, misleading, defamatory, libelous, slanderous, illegal, harassing or threatening, or infringes or misappropriates the proprietary rights of any third party.

11. Indemnification

You release us and agree to indemnify, defend and hold harmless us and our affiliates and each of our and their respective officers, directors, employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") which in any way may result from or arise in any manner out of: (a) your participation in or use of the Program; (b) your actual or alleged breach of any representation, warranty or obligation in this Agreement or the Program Policies; (c) the display of any of your Display Ads; (d) any Content you submit, including any Claim of actual or alleged infringement or misappropriation of any third party’s intellectual property rights and any personal injury, death or damage related thereto; or (e) engaging in acts or practices that are unfair or deceptive in connection with your Display Ads, including submitting Content or Display Ads that are unfair, deceptive or misleading, or that contain false or inaccurate information or unsubstantiated claims. Furthermore, if you are an Agent, you release us and agree to indemnify, defend and hold harmless us and our affiliates and each of our and their respective officers, directors, employees, agents, successors, assigns and representatives, from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of any Claim related to any alleged breach of your representations and warranties set forth in Section 19. At our option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, we may at any time elect to take over control of the defense and settlement of any such Claim). In any event, you may not settle any Claim without our prior written consent.

12. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS, OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO AMAZON UNDER THIS AGREEMENT OVER THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

13. Disclaimers

THE PROGRAM, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS-IS." YOU USE THE AMAZON SITE AND THE PROGRAM AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE AMAZON SITE, THE PROGRAM OR ANY FUNCTIONALITY PROVIDED IN CONNECTION WITH THE PROGRAM WILL MEET YOUR REQUIREMENTS, BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING: (A) ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): DISPLAY ADS, PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS, REPORTING OR FEES AND CHARGES FOR THE PROGRAM; (B) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE PROGRAM, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF NON-INFRINGEMENT; (C) ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.

14. Tax Matters

All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction, as well as other documentation that we may reasonably request. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by Law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

15. Beta Features

Program features identified as "Beta" or otherwise as being experimental or unsupported ("Beta Features") are provided "AS IS" and your use of them is at your option and risk. Unless we agree otherwise, you may not disclose to any third party any information about Beta Features (including their existence or how to access them) and may not use Beta Features or any information about them for any purpose other than the specific purpose for which they are provided.

16. Confidentiality; Publicity

During the course of your registration for or use of the Program, you may receive information relating to us, individual users of Amazon Network Properties, or to the Program, including your Display Ads campaigns, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in or use of the Program and in accordance with this Agreement; and (c) you will not disclose Confidential Information to any individual, company, or other third party. You may not issue any press release or make any public statement related to the Program, or use our name, trademarks or logo in any way (including in promotional material) without our prior written consent, or misrepresent or embellish the relationship between us in any way.

17. Suggestions and Other Information

You or any of your affiliates may elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials ("Suggestions") to us in connection with or related to any Amazon Network Property or the Program (including any related technology or content). We will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit Suggestions in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

18. Miscellaneous

The Federal Arbitration Act, applicable federal Law, and the laws of the state of Washington will govern this Agreement, without giving effect to any principles of conflicts of laws. We both consent that any dispute with us or our affiliates relating in any way to this Agreement or your use of the Program will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court if your claims qualify and you or we may bring suit in a state or federal court in King County, Washington to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Amazon will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. 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. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

As a participant in the Program, you agree we may send you e-mail updates about the Program and your account. We will send all notices and other communication to you at the e-mail address you specify during the registration process for the Program, the services under which you are using the Program, within the Amazon Site, or by any other means then specified by Amazon. You will be deemed to have received all notifications, approvals, and other communications sent to that e-mail address, even if the e-mail address associated with your account settings is no longer current. You must send us all notices and other communication relating to Amazon, the Program or this Agreement by using the Contact Us link found on the bottom of the Amazon Site.

Whenever used in this Agreement, unless otherwise specified: (a) the terms "includes", "including", "e.g.", "for example", "for instance", "such as" and other similar terms are deemed to include the term "without limitation" immediately thereafter; (b) the terms "$" and "dollars" mean United States dollars; and (c) the phrases "we may", "we will determine" and other similar terms mean Amazon may decide the applicable matter in its sole discretion. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

19. Agents

For purposes of this section: (a) the term “Agent” means an advertising agency or other person or entity who represents a Program Participant as its agent and (b) the term “Program Participant” means any person or entity on whose behalf an Agent registers for or uses the Program. If you are an Agent: (i) you represent and warrant that you have been appointed as an agent of Program Participant, that you are duly authorized to execute this Agreement on behalf of Program Participant and have full power and authority to bind Programs Participant to all terms and conditions contained herein, and that this Agreement will be enforceable against Program Participant in accordance with its terms; (ii) you will, upon our request, provide us written confirmation of the agency relationship between you and Program Participant, including, for example, Program Participant’s express acknowledgement that you are its Agent and are authorized to act on its behalf in connection with this Agreement; (iii) you will not make any representation, warranty, promise or guarantee about the Program, us or your relationship with us; (iv) you will perform your duties pursuant to the Agreement in a professional manner consistent with any requirements we may establish; (v) you will not at any time use information received in connection with the Agreement to conduct any marketing efforts targeted at our existing advertisers and/or Program Participants; and (vi) you and Program Participant will be jointly and severally liable for all payment obligations under this Agreement, and you and Program Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.

©2015, Amazon Media Group LLC or its affiliates.

This page contains the most up-to-date Advertise Your App with Amazon Agreement.

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Changes to the Advertise Your App with Amazon Agreement

Changes to the Advertise Your App with Amazon Agreement last updated September 9, 2015

We’ve changed the name of Amazon Self-Service Display Ads Agreement to the Advertise Your App with Amazon Agreement.

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