This Operating Agreement (“Operating Agreement”) governs your participation in the Login with Amazon Program (the “Program”). “We,” “us,” or “our” means Amazon.com Services LLC. “Site” means the website or application enrolled in the Program. “You” or “your” means the operator of the Site.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND
CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE
PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT,
OR REVISED OPERATIONAL DOCUMENTATION ON THE AMAZON SELLER CENTRAL SITE, YOU (A)
AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY
REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G.,
YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS
OPERATING AGREEMENT. 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 Program
The purpose of the Program is to enable you to allow Amazon customers
to sign in to your Site using their Amazon account credentials. Amazon customers may also choose to share
certain account information with you, such as their name and e-mail address. In order to facilitate your participation in
the Program, we may make images, logos, specifications, code samples, and
documents (“Content”) available to
you.
2. Enrollment
To begin the enrollment process, you must submit a complete
and accurate Program application. 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 libelous
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 trademarks of
Amazon or its affiliates, or a variant or misspelling of a trademark of Amazon
or its affiliates, in any domain name, subdomain name, or in any username,
group name, or other identifier on any social networking site (see the Trademark
Guidelines attached as Exhibit A, which may be updated from time to time
in our discretion); or
(g) otherwise violate
intellectual property rights.
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 Program 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 Program and this
Operating Agreement to the email address then-currently associated with your
Program 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.
3. Program Requirements
After you have been notified that you have been accepted into
the Program, you may use the Content to create your Login with Amazon sign-in
on your Site. By participating in the
Program, you agree that you will comply with the Login with Amazon
Integration Document and all requirements, policies, guidelines, 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, you agree that:
(a) we may send you emails
relating to the Program from time to time regardless of your email preferences
on the Amazon.com site;
(b) you will display the Login with Amazon logo at least as prominently as the most prominent of any other
third-party authentication service logo offered on your Site;
(c) you will not use the Login with Amazon API for the purpose of monitoring the availability, performance, or functionality
of any of Amazon.com’s products or services;
(d) we may choose to limit the maximum on number of user calls
per day from your Site, and in such an event, we may contact you if you exceed
this number of calls, as you may be subject to additional terms; and
(e) you may cache data you receive
using the Login with Amazon API, and Amazon may choose to require data to be
refreshed after a given interval to ensure that the data is up to date.
4. 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:
(a) the technical operation of
your Site and all related equipment;
(b) displaying Content on your Site
in compliance with this Operating Agreement and the Operational Documentation
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);
(c) creating and posting, and
ensuring the accuracy, completeness, and appropriateness of, materials posted
on your Site;
(d) 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);
(e) disclosing on your Site
accurately and adequately, either through a privacy policy or otherwise, how
you collect, use, store, and disclose data collected from visitors, including,
where applicable, that third parties (including us and other advertisers) may
serve content and advertisements, collect information directly from visitors,
and place or recognize cookies on visitors’ browsers; and
(f) any use that you make of
the Content.
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; (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 this Section 4; (c) your use of
any Content, whether or not such use is authorized by or violates the Operating
Agreement, any Operational Documentation, or applicable law; (d) your violation
of any term or condition of this Operating Agreement or any Operational
Documentation.
5. Limited License
Subject to the terms of this Operating Agreement and solely in
connection with your participation in the Program, we hereby grant you a
limited, revocable, non-transferable, non-sublicensable, non-exclusive,
royalty-free license to (a) copy, use, and display the Content solely on your
site; and (b) use only those of our trademarks and logos that we may make available
to you as part of Content (those Amazon trademarks and logos, collectively, “Amazon
Marks”) solely on your Site and in accordance with the Trademark Guidelines attached as Exhibit A,
which may be updated from time to time in our discretion.
The license set forth in this Section 5 will immediately and
automatically terminate if at any time you do not timely comply with any
obligation under this Operating Agreement or any Operational Documentation, or
otherwise upon termination of this Operating Agreement. In addition, we may
terminate the license set forth in this Section 5 in whole or in part upon
written notice to you. You will promptly remove from your site and delete or
otherwise destroy all of the Content and Amazon Marks with respect to which the
license set forth in this Section 5 is terminated or as we may otherwise
request from time to time.
6. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in
Section 5, we reserve all right, title and interest (including all intellectual
property and proprietary rights) in and to, and you do not, by virtue of this
Operating Agreement or otherwise, acquire any ownership interest or rights in
or to, the Program, Content, Operational Documentation, our and our affiliates’
trademarks and logos (including the Amazon Marks), and any other intellectual
property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates
with suggestions, reviews, modifications, data, images, text, or other
information or content about a product or in connection with this Operating
Agreement, any Content, or your participation in the Program, or if you modify
any Content in any way, (collectively, “Your Submission”), you hereby
irrevocably assign to us all right, title, and interest in and to Your
Submission and grant us (even if you have designated Your Submission as
confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable,
freely transferable right and license to (a) use, reproduce, perform, display,
and distribute Your Submission in any manner; (b) adapt, modify, re-format, and
create derivative works of Your Submission for any purpose; (c) use and publish
your name in the form of a credit in conjunction with Your Submission (however,
we will not have any obligation to do so); and (d) sublicense the foregoing
rights to any other person or entity. Additionally, you hereby warrant that:
(y) Your Submission is your original work, or you obtained Your Submission in a
lawful manner; and (z) our and our sublicensees’ exercise of rights under the
license above will not violate any person’s or entity’s rights, including any
copyright rights. You agree to provide us such assistance as we may require to
document, perfect, or maintain our rights in and to Your Submission.
7. Compliance with Laws
In connection with your participation in the Program you will
comply with all applicable laws, ordinances, rules, regulations, orders,
licenses, permits, judgments, decisions, and other requirements of any
governmental authority that has jurisdiction over you.
8. Term and Termination
The term of this Operating Agreement will begin upon our
acceptance of your Program application and will end when terminated by either
you or us. Either you or we may terminate this Operating Agreement at any time,
with or without cause, by giving the other party written notice of termination.
Upon any termination of this Operating Agreement, any and all licenses you have
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 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 Program. Upon any
termination of this Operating Agreement, all rights and obligations of the
parties will be extinguished, except that the rights and obligations of the
parties under Sections 4, 6, 8, 12, 13, 14, 15 will survive the termination of
this Operating Agreement. No termination of this Operating Agreement will
relieve either party for any liability for any breach of, or liability accruing
under, this Operating Agreement prior to termination.
10. Modification
We may modify any of the terms and conditions contained in
this Operating Agreement (and any Operational Documentation) at any time and in
our sole discretion by posting a change notice, revised agreement, or revised
Operational Documentation on the Amazon Seller Central site. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL
DOCUMENTATION ON THE AMAZON.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF
THE CHANGE.
11. 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.
12. 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 PROGRAM, OPERATIONAL DOCUMENTATION, THE AMAZON SITE, OR THE SERVICE
OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
THOSE DAMAGES.
13. Disclaimers
THE PROGRAM, THE AMAZON.COM SITE, THE AMAZON SELLER CENTRAL
SITE, OPERATIONAL DOCUMENTATION, CONTENT, 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 PROGRAM (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 PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, OR THE AMAZON.COM
SITE WILL CREATE ANY WARRANTY. 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 PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING
AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
14. Disputes
Any dispute relating in any way to the Program
or this Operating Agreement will be resolved by binding arbitration, rather
than in court, except that you may assert claims in small claims court if your
claims qualify. The Federal Arbitration Act and federal arbitration law and the
laws of the state of Washington, without regard to principles of conflict of
laws, will govern this Operating Agreement and any dispute of any sort that
might arise between you and us.
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 Operating 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, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051.
The arbitration will be conducted by the American Arbitration Association
("AAA") under its rules, including the AAA’s Supplementary Procedures
for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.
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, we
will not seek attorneys’ fees and costs 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. We also both agree that you or we may bring suit in court to enjoin
infringement or other misuse of intellectual property rights.
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.
15. Miscellaneous
You may not assign this Operating Agreement, by
operation of law or otherwise, without our express prior written approval.
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. Our failure to enforce your strict performance of any
provision of this Operating Agreement will not constitute a waiver of our right
to subsequently enforce such provision or any other provision of this Operating
Agreement.
EXHIBIT A
Trademark Usage
Guidelines
These
Guidelines apply to your use of the Amazon Marks. Strict compliance
with these Guidelines is required at all times, and any use of the Amazon Marks
in violation of these Guidelines will automatically terminate any license
related to your use of the Amazon Marks.
1. You may use the Amazon Marks solely for the purpose expressly
authorized by Amazon and your use must: (i) comply with the most up-to-date
version of all agreement(s) with Amazon regarding your use of any of the Amazon
Marks (collectively “Agreements”); (ii) comply with the most up-to-date version
of these Guidelines; and (iii) comply with any other terms, conditions, or policies
that Amazon may issue from time to time that apply to the use of the Amazon Marks.
2. We will supply an approved Amazon Marks image for you
to use. You may not alter the Amazon Marks in any manner,
including but not limited to, changing the proportion, color, or font of the Amazon
Marks, or adding or removing any element(s) from the Amazon Marks.
3. You may not use the Amazon Marks in any manner that
implies sponsorship or endorsement by Amazon other than by using the Amazon
Marks as specifically authorized under the Agreements.
4. You may not use the Amazon Marks to disparage Amazon,
its products or services, or in a manner which, in Amazon’s sole discretion,
may diminish or otherwise damage or tarnish Amazon’s goodwill in the Amazon
Marks.
5.
The Amazon Marks must appear by itself, with
reasonable spacing between each side of the Amazon Marks and other visual,
graphic or textual elements. Under no
circumstance should the Amazon Marks be placed on any background which
interferes with the readability or display of the Amazon Marks.
6.
You must include the following statement in any
materials that display the Amazon Marks: “AMAZON and the AMAZON logo are trademarks
of Amazon.com, Inc. or its affiliates."
7.
You acknowledge that all rights to the Amazon
Marks are the exclusive property of Amazon, and all goodwill generated through
your use of the Amazon Marks will inure to the benefit of Amazon. You will not take any action that is in
conflict with Amazon’s rights in, or ownership of, the Amazon Marks.
Amazon reserves the right, exercisable at its sole discretion, to modify
these Guidelines and/or the approved Amazon Marks at any time and to take
appropriate action against any use without permission or any use that does not
conform to these Guidelines.
If
you have questions about these Guidelines, please contact Amazon
Trademark@amazon.com for assistance,
or write to us at: Amazon.com, Inc., Attention: Amazon Trademarks,
PO Box 81226 Seattle, WA 98108-1226