Amazon Publisher Services Agreement

Last Updated May 14, 2018
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Table of Contents

GENERAL TERMS
  1. Program Materials
  2. Compliance with Laws; Privacy; Data
  3. Representations
  4. Indemnification
  5. DISCLAIMER
  6. EXCLUSIONS AND LIMITATIONS OF LIABILITY
  7. Publicity
  8. Confidentiality
  9. Term and Termination; Suspension
  10. Modification
  11. Conflicts; Governing Law
  12. Miscellaneous
SPECIFIC TERMS
  1. THE AMAZON DEMAND PROGRAM SPECIFIC TERMS
  2. THE TRANSPARENT AD MARKETPLACE PROGRAM SPECIFIC TERMS
  3. THE SHOPPING INSIGHTS PROGRAM SPECIFIC TERMS
  4. THE PRIVATE MARKETPLACE PROGRAM SPECIFIC TERMS
  5. THE UNIFIED AD MARKETPLACE PROGRAM SPECIFIC TERMS

This Amazon Publisher Services Agreement (this “Agreement”) is an agreement between A9.com, Inc. and Amazon Europe Core S.a r.l. (each an “Amazon Party” and, together with its Affiliates (as defined below), “Amazon,” “we,” “our,” or “us”) and the entity you represent (“you”). Amazon and you are sometimes each referred to herein as a “Party” and collectively as the “Parties.”

BY PARTICIPATING IN THE PROGRAMS SET FORTH IN THIS AGREEMENT (“PROGRAMS”) YOU AGREE TO BE BOUND BY THE TERMS HEREIN, WHICH INCLUDE THE GENERAL TERMS AND THE PROGRAM SPECIFIC TERMS. FOR CLARITY, THE GENERAL TERMS ARE APPLICABLE TO ALL OF THE PROGRAMS AND THE SPECIFIC TERMS OF EACH PROGRAM ARE ONLY APPLICABLE TO YOU IF YOU PARTICIPATE IN THAT PROGRAM.

GENERAL TERMS

Amazon Publisher Services include various advertising programs that enable you to display Ads on your Sites in order to monetize your advertising inventory. “Ads” means advertising content. “Network Properties” means websites, mobile properties and connected TV properties that are not owned, operated, or controlled by you, but on which you have a contractual right to display Ads. “Site” means Your Properties and Network Properties. “Your Properties” are websites, mobile properties and connected TV properties that are owned, operated, or controlled by you.

  1. Program Materials
    1. License. We may make available certain software, application programming interfaces, documentation, and related information for use in connection with the Programs (the “Program Materials”). We grant you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to use and reproduce the Program Materials as contemplated by this Agreement.

    2. Limitations. You will not reverse engineer, disassemble, decompile or modify the Program Materials or create derivative works of the Program Materials. You will not use the Program Materials with any software or other materials that are subject to terms (e.g., open source software licenses) that, when combined with the Program Materials, would require us to disclose, license, distribute or otherwise make all or any part of such Program Materials available to anyone. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Program Materials. All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with this Agreement.

    3. Reservations of Rights; Other Licenses. The Program Materials are the intellectual property of Amazon or its licensors. Except for the rights explicitly granted to you in this Agreement, all right, title and interest in and to the Program Materials are reserved and retained by us and our licensors. The Program Materials may include or be distributed with software or other materials that are provided under a separate license agreement, and that separate license will govern the use of such software or other materials in the event of a conflict with this Agreement. Any such separate license agreement may be indicated in the schedules to the Program Materials, in the license, notice or readme files distributed with the applicable software, or in related documentation.

  2. Compliance with Laws; Privacy; Data
    1. Compliance with Applicable Laws. Each Party will comply with all Laws that are applicable to their performance under this Agreement. You 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 (the "EU") or its member states, or other applicable government authority. “Laws” means all laws (including international, national, federal, state, and regulations) and ordinances.

    2. Editorial Adjacencies. You will comply with the editorial adjacency policy with respect to all Ads that appear on Your Properties (“Editorial Adjacency Policy”). For Ads shown on Network Properties, you will obtain contractual representations from all participating network publishers that such publishers will comply with the Editorial Adjacency Policy.

    3. COPPA; Self-Regulatory Principles. You represent and warrant that you will not send us ad requests from Children’s Sites. You represent and warrant that you will not send us ad requests from Sites when the user is known by you to be under 13 years of age. “Children’s Sites” are Sites directed toward children under 13 years of age (as defined by COPPA). “COPPA” means the Children’s Online Privacy Protection Act of 1998, as amended, and the rules and regulations promulgated thereunder. You will comply with the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising (for U.S. ad inventory), the IAB Europe EU Framework for Online Behavioural Advertising (for EU ad inventory), and the Japan Interactive Advertising Association’s Guidelines for Behavioral Advertising (for Japan ad inventory).

    4. Privacy Policies. We will on our site, and you will on Your Properties make accessible a privacy policy that abides by all applicable Laws and we and you will adhere to such privacy policy. Your privacy policy will adequately inform your end users about any information relating to end users that you will provide or is otherwise accessible to us or to any third parties in connection with this Agreement. You will require all Network Properties to make accessible and adhere to a privacy policy that complies with this section. You will be liable for any violation of this section by any Network Property.

    5. End User Information. You represent and warrant that you will not provide us with any Personal Information other than an advertising-specific identifier that can be reset for a device (e.g., Android Advertising ID, IDFA), Precise Location Data and full IP address. For the avoidance of doubt, you will not provide us with any device identifier that cannot be reset. You represent and warrant that you will only provide us Precise Location Data if you have obtained Consent from the applicable end user to provide such data to us and to third parties to whom we may send Precise Location Data. “Personal Information” means data which, alone, or when combined with other information can be used by either Party to identify a person. “Precise Location Data” means data obtained from a device that is sufficiently precise to locate such device. “Consent” means a user’s action as required under applicable Laws (e.g., through a privacy notice, affirmative opt-in or other disclosures as required by applicable Laws).

    6. Use and Disclosure of Data by Us. We may not use Site Data or Performance Data to retarget a user or append data to a user's non-public profile for purposes other than performance of the campaign; provided, however, that Performance Data may be used for such purposes as long as it is not joined with Site Data. We may not disclose Site Data to third parties for any purpose other than in connection with this Agreement or to provide reporting to applicable third party advertisers, agencies or Buyers (as defined below). Site Data is your Confidential Information. “Performance Data” is data gathered during the delivery of an Ad (e.g., number of impressions and clicks for an Ads, interactions and header information), but excluding Site Data and campaign details (such as Ad pricing information or Ad targeting information). “Site Data” is any data that is: (i) your preexisting data that you use pursuant to the campaign; (ii) gathered during delivery of an Ad that identifies or allows your identification, or allows the identification of the Sites, your brands, or your users as such; (iii) entered by users on any Site; or (iv) campaign details associated with you (such as Ad pricing information provided by you). For the avoidance of doubt user related information that you may send us or that we may collect such as an advertising-specific identifier, a full IP address or Precise Location Data is not Site Data.

    7. Additional Provisions Regarding EU Data. You and Amazon Europe Core S.a r.l. (“AEC”) (or duly designated Amazon Affiliate) will independently determine the purposes and means of your and AEC’s respective processing of EU Data for which you and AEC are each data controller. “EU Data” means personal data within the meaning of applicable Laws of the European Economic Area, including the General Data Protection Regulation (Regulation (EU) 2016/679) and any implementation or successor thereof, which is collected, used, transferred or processed by the Parties’ pursuant to this Agreement.

  3. Representations. Each Party to this Agreement represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement; and (ii) it has obtained the rights necessary for the exercise of all rights granted by it under this Agreement.

  4. Indemnification
    1. Mutual. Each Party will indemnify, defend and hold harmless the other Party, its Affiliates and Representatives against any liability, damage, loss or expense (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by or imposed to the other Party, its Affiliates and Representatives in connection with any third-party claim, suit, action, demand or judgment (“Claim") arising from or in relation to any allegation which, if true, would constitute a breach by such Party of this Agreement. “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity. “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

    2. Indemnification Procedure. The indemnified Party will: (i) provide reasonable cooperation to the indemnifying Party in connection with the defense or settlement of all Claims at the indemnifying Party’s expense; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified Party agrees that the indemnifying Party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying Party will not acquiesce to any judgment or enter into any settlement which imposes any obligation or liability to the indemnified Party without its prior written consent.

  5. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAMS AND ANY PROGRAM MATERIALS ARE PROVIDED “AS IS” AND: (A) WE DISCLAIM ALL WARRANTIES, 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; AND (B) WE DO NOT WARRANT THAT THE PROGRAMS AND ANY PROGRAM MATERIALS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.

  6. EXCLUSIONS AND LIMITATIONS OF LIABILITY. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS (OTHER THAN INDEMNIFICATION OBLIGATIONS ARISING FROM ANY VIOLATION OF THE EUROPEAN ECONOMIC AREA DATA PROTECTION AND PRIVACY LAWS AND REGULATIONS), BREACHES OF CONFIDENTIALITY OBLIGATIONS, OUR BREACH OF SECTION 2(F) OF THE GENERAL TERMS, AND YOUR BREACH OF SECTION 1(E) OF THE TERMS APPLICABLE TO PROGRAMMATIC OR NON-PROGRAMMATIC ADS, IN NO EVENT (A) WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY ANOTHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED $500,000.

  7. Publicity. Neither Party will use the other’s name, Site names, trademarks, or logos in any public announcement (including in any press release or marketing materials), nor will either Party issue any public announcement, regarding the existence or content of this Agreement without the other’s prior written approval; provided, however, that we are permitted to include your name, Site names, trademarks and logos within our marketing/reporting materials (e.g., publisher site list to describe your participation in the Programs).

  8. Confidentiality. As used herein, “Confidential Information” means all material or information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that is designated or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. Receiving Party shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know the same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as those in this Agreement. Receiving Party will not use Disclosing Party’s Confidential Information other than as provided for in this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by applicable Laws, or as necessary to establish the rights of either party under this Agreement.

  9. Term and Termination; Suspension. The term of this Agreement will begin upon your participation in any Program and will end when terminated by either Party. Each Party may terminate this Agreement or any Program at any time, with or without cause. We may suspend your use of any Program or this Agreement at any time. The following Sections will survive termination or expiration of this Agreement: Sections 2(f), 4, 6, 8, 9, 11 and 12 of the General Terms; Sections 1(c) and 1(e) of the Amazon Demand Program Specific Terms; Section 2(b) of the Terms Applicable to Programmatic Ads; Sections 3(e) and 3(f) of the Terms Applicable to Non-Programmatic Ads; and Section 4 of the Transparent Ad Marketplace Program Specific Terms.

  10. Modification. We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting the revised terms online. Changes will become effective 15 days after they are posted. If any modification is unacceptable to you, your only recourse is to terminate your participation in the applicable Program or this Agreement. Your continued participation in the Programs after any changes take effect will constitute your acceptance of all applicable changes.

  11. Conflicts; Governing Law. This Agreement will be governed by the Laws of the State of Washington, without reference to rules governing choice of Laws. Each Party hereby irrevocably consents to and waives any objection to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington with respect to any claims, suits or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby.

  12. Miscellaneous. You may not resell, assign or transfer any of your rights or obligations hereunder without our prior written consent, and any purported assignment without such consent will be null and void. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted transferees, successors, and assigns. This Agreement includes all documentations that we make available to you (“Program Policies”). This Agreement will constitute the entire agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements between the Parties with respect to its subject matter, including any online terms. If there is a conflict among terms in this Agreement, the conflict will be resolved in the following order of precedence: Specific Terms, General Terms and Program Policies. Any notice or other communication to be given hereunder will be in writing and given: (a) by us via email, via a posting, or via a message through your account; or (b) by you via email to contracts-legal@amazon.com, or to such other email or physical addresses as we may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted. The words “including,” “e.g.,” and other similar words will be interpreted without limitation when used in this Agreement. Each Amazon Party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Amazon Parties. The Parties to this Agreement are independent contractors. Neither Party will represent itself to be an employee, representative, or agent of the other Party. Neither Party will have the authority to enter into any agreement on the other Party’s behalf or in the other Party’s name or otherwise bind the other Party to any agreement or obligation. Each Party will be fully responsible for the acts, omissions, and performance of any of its contractors, agents or service providers used by such Party in connection with this Agreement.

SPECIFIC TERMS

  1. THE AMAZON DEMAND PROGRAM SPECIFIC TERMS

    Amazon Demand is a Program that allows you to place Programmatic Ads and non-Programmatic Ads on the Sites in order to earn advertising fees paid by us for Ads provided by us or on behalf of third party advertisers who participate on the Amazon Advertising Platform (“Amazon Demand”). “Amazon Advertising Platform” is an Amazon service that allows third party advertisers to reach Amazon users on Sites which is currently described here. “Programmatic Ads” means Ads placed through our ad integration that enables the purchase of advertising inventory on Sites. For the avoidance of doubt, Programmatic Ads does not include real time buying through ad exchanges or other intermediaries.

    1. Terms Applicable to Programmatic or Non-Programmatic Ads
      1. Ad Placement and Positioning

        1. Compliance with Ad Requirements. Unless we request otherwise in writing, Ads will run solely on Sites that are approved by us in advance in writing.

        2. No Pop-ups; Video Ads. You will not deliver any Ad on or within any pop-up or pop-under windows. The sound of video Ads may not be muted by the video player or by you. You will comply with the Video Policy with respect to all Ads that appear on Your Properties.

      2. Removal of Ad; Modification of Ads. You reserve the right to reject or remove any Ads that do not comply with your policies or any applicable Laws. You will remove Ads from the Site within 24 hours of our request. You will not edit or modify the Ads in any way.

      3. Payment. We will not pay you for (i) impressions generated through automated or other invalid means (ii) Ads that are not properly displayed by you or (iii) Ads placed in violation of the Editorial Adjacency Policy. Payments will be made in USD or any other currency agreed in advance between the Parties. The exchange rate (if applicable) will be based on the data supplied to us by Bloomberg (or a similarly reputable provider if we decide to change it) in the form of average monthly exchange rate for a given month. If applicable, we may deduct any currency conversion fees paid in connection with currency exchange.

      4. Indemnification. We agree to indemnify, defend and hold harmless you and your Affiliates and Representatives from Losses resulting from any Claims brought by a third party and resulting from any Ad (excluding Custom Content) to the extent used by you in accordance with these Amazon Demand Program Specific Terms.

      5. Use and Disclosure of Collected Data by You. You will not use or disclose Collected Data for any other purpose than to perform your obligations under these Amazon Demand Program Specific Terms. For the avoidance of doubt, you will not (i) use Collected Data to (x) retarget a user or append data to a user’s non-public profile or (y) improve Ad targeting and performance on behalf of any other advertiser or on your behalf or (ii) disclose Collected Data to any third party. Notwithstanding the above, you may disclose Collected Data to third parties on an Aggregated and Anonymous basis, provided that such third parties are bound by confidentiality, non-use and disclosure obligations at least as restrictive as those imposed on you in this Agreement. Collected Data is Amazon’s Confidential Information. “Aggregated and Anonymous” means a form in which Collected Data is combined with data from numerous other advertisers, provided that Collected Data will not exceed 10% of the total amount of that combined data and such combined data precludes identification, directly or indirectly, of us, end users, our advertisers, brand, product, context, or category. “Collected Data” means all data collected, received, provided, derived or otherwise used by us in the performance of this Agreement, including (i) ad response data (such as Ad content, Ad category and the fact that we delivered an Ad to a specific user), (ii) bid price for any Ad, (iii) Performance Data, (iv) the URL, domain or content of the destination page of any Ads; (iv) campaign details associated with us (such as ad pricing information or Ad targeting information), but excluding Site Data.

      6. Serving and Tracking. If both Parties are tracking delivery, the controlling measurement used for calculating advertising fees will be our ad server. We will provide you with placement-level activity reports on a monthly basis. If the difference between the controlling measurement and the other measurement exceeds 10% over the month and the controlling measurement is lower, the Parties will try to resolve the discrepancy in good faith. If this is unsuccessful, we reserve the right to pay you based on our ad server’s reported data.

      7. Taxes. You may charge and we will pay applicable national, state or local sales or use taxes or value added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original tax invoice that you provide to us and your tax invoice states such Taxes separately and meet the requirements for a valid tax invoice. We may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge and or collect the Taxes covered by such certificate. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under these Amazon Demand Program Specific Terms, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under these Amazon Demand Program Specific Terms. Throughout the term of these Amazon Demand Program Specific Terms, you will provide us with any forms, documents, or certifications as may be required by us to satisfy any information reporting or withholding tax obligations with respect to any payments under these Amazon Demand Program Specific Terms.

    2. Terms Applicable to Programmatic Ads
      1. Ad Integration. You will enable our ad integration mechanism on your Sites pursuant to the applicable Program Materials in order to send us ad requests. If, following an ad request, we determine that we will respond, we will send an ad response that will include a price point within the range we established.

      2. Payment for Advertising Fees. We will make payment within 60 days from the end of the calendar month during which the advertising fees were earned.

      3. Campaign Details. Campaign details will be agreed upon via email between the Parties. However, the Parties may decide to enter into an IO to cover the campaign details. In such case, Section 3(a) of the Terms Applicable to Non-Programmatic Ads will apply.

    3. Terms Applicable to Non-Programmatic Ads
      1. Insertion Orders. The Parties will set forth campaign details on an IO. In the event of any inconsistency between the terms of any IO and these Amazon Demand Program Specific Terms, the terms of the IO will prevail. “IO” means a mutually agreed insertion order between the Parties under which you will deliver Ads on Sites.

      2. Compliance with Ad Requirements; Compliance with Editorial Adjacency Policy. You will comply with all Ad placement requirements and restrictions, and you will create a reasonably balanced delivery schedule. If Ads are damaged or otherwise unacceptable, you will use commercially reasonable efforts to notify us within 2 days of receipt. Should any Ad appear on any Site in violation of the Editorial Adjacency Policy, you will, within 24 hours of the earlier of notice or discovery of the violation, remove the Ad or otherwise correct the violation. If the violation of Editorial Adjacency Policy results in under-delivery, section 3(k) of the Terms Applicable to Non-Programmatic Ads will apply.

      3. Changes to Site. You will use commercially reasonable efforts to provide us at least 10 days prior notice of any material changes to the Sites including changes to the size or the placement of an Ad.

      4. Technical Specifications; Ad Rotation. You will submit to us final technical specifications within two 2 days of the start of a campaign. Changes by you to the specifications of a campaign that has already started will allow us to suspend delivery of the affected Ad in order for (i) us to send a revised Ad; (ii) you to change the Ad at your cost, and with final creative approval by us; or (iii) us to accept a comparable replacement. Such suspension will not impact the end date of the campaign. We will have the right to rotate Ads without prior notice to you.

      5. Indemnification. You agree to indemnify, defend and hold harmless us and our Representatives from Losses resulting from any Claims brought by a third party and resulting from Custom Content (defined below) provided by you that (i) violates any applicable Law; or (ii) is defamatory or obscene. Notwithstanding the foregoing, you will not be liable for any Losses resulting from Claims to the extent that such Claims result from your customization of Ads based upon detailed specifications provided by us.

      6. Advertising Fees; Invoices

        1. Cost Type. The IO will set forth the cost type agreed to by the Parties. Cost type may include: flat fee, cost per thousand (“CPM”), cost per click (“CPC”), cost per engagement (“CPE”) and cost per completed view (“CPCV”). In the event the campaign includes CPM placement, we will pay you the CPM rate agreed to by the Parties in the IO for each thousand impressions you serve during the campaign. In the event the campaign includes CPC placement, we will pay you the CPC rate agreed to by the Parties in the IO each time that a user clicks on an impression you serve during the campaign. In the event the campaign includes CPE placement, we will pay you the CPE rate agreed to by the Parties in the IO each time that a user engages with an experience (as set forth in the IO) you serve during the campaign. In the event the campaign includes CPCV placement, we will pay you the CPCV rate agreed to by the Parties in the IO each time that a user views in its entirety a video Ad displayed during the campaign.

        2. Invoices. You will invoice us within 30 days following the end of the month for the Ads placed or Custom Content (as defined below) provided during the previous month.

      7. Reporting. You will confirm that the campaign began delivery within one (1) day of the start date of the campaign. You will make reporting available at least as often as weekly. Notwithstanding the previous sentence, you will make reporting available daily for the entire first week of any fixed placements. Reports will be broken out by day and summarized by creative execution, Ad placement, impressions, clicks, spend/cost, and other variables as the Parties may define in writing. If we inform you that you delivered an incomplete or inaccurate report or no report at all, you will cure such failure within 5 days of receipt of such notice. Failure to cure may result in non-payment.

      8. License to use Trademarks. If we allow you to use any of our Trademarks in the IO (“Trademarks”), we grant to you a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license only during the term of the campaign to display, publish, and reproduce the Trademarks solely for the purpose of the applicable campaign, and only as permitted by the Amazon Trademark Usage Guidelines.

      9.   Custom Content

        1. Custom Content. Custom Content is content created by you or on your behalf at our request that may include text, photographs, images, video or interactive design modules related to or in connection with an Ad (“Custom Content”).

        2. Ownership. We will own all right, title and interest, including copyright in the Custom Content for all purposes throughout the world (such material having been commissioned as “work made for hire,” as that term is defined in the Copyright Act). In the event the Custom Content is, for any reason, deemed not to be “work made for hire,” you assign to us all right, title, interest and copyright in and to the Custom Content. You hereby appoint us as your attorney-in-fact for purposes of executing any documentation necessary to effectuate the transfer of these rights.

        3. License to Custom Content. We grant you a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license during the term of the campaign to display, publish, and reproduce the Custom Content and any other content we provided in connection with the Custom Content solely for the purpose of carrying out the campaign.

      10. Cancellation and Termination. We may cancel the entire campaign, or any portion thereof at any time, without penalty. Upon cancellation, we will only be responsible for Ads delivered prior to the date of that cancellation. We will pay you for amounts due for any Custom Content provided to us by you or on your behalf prior to the date of cancellation. You may terminate a campaign at any time if we are in material breach of our obligations under these Terms Applicable to Non-Programmatic Ads, which breach is not cured within 10 days after receipt of written notice.

      11. Makegoods. You will monitor delivery of the Ads, and will notify us as soon as possible if an under-delivery is likely. If an under-delivery is likely or has happened, the Parties will use commercially reasonable efforts to agree upon the conditions of a makegood. If no makegood can be agreed upon, we may execute (at our option) a credit or receive a refund from you equal to the value of the under-delivery.

      12. Late Creative for Guaranteed Placements. If you have not received the Ads by the start date of the campaign, you are not required to guarantee full delivery and we will be charged only for Ads actually delivered. If you have received the Ads, but fail to start delivering a campaign by the start date of the campaign, we will have the right (at our option) to receive make goods, credit or a refund.

  2. THE TRANSPARENT AD MARKETPLACE PROGRAM SPECIFIC TERMS
    1. Description of the Transparent Ad Marketplace. Transparent Ad Marketplace (“TAM”) is a Program that allows you to connect with TAM Buyers to place Programmatic Ads on the Sites in order to earn advertising fees paid by the TAM Buyer. “TAM Buyer” means a third party (e.g. supply side platforms) who purchases advertising inventory on the Sites through TAM pursuant to an agreement with you (“TAM Buyer Direct Agreement”).

    2. Payment of Advertising Fees. You agree that you will receive payment from TAM Buyers directly for Ads placed on Sites pursuant to these TAM Program Specific Terms. We will not make any payment for Ads placed on Sites pursuant to these TAM Program Specific Terms. We are not a party to, and will have no liability under or obligation to comply with the TAM Buyer Direct Agreements. Each Party will be responsible, as required under applicable Laws, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under these TAM Program Specific Terms.

    3. DISCLAIMER. ADS ARE PROVIDED “AS IS.” WE DISCLAIM AND WILL HAVE NO LIABILITY WHATSOEVER FOR ANY ADS INCLUDING ANY INDEMNITY OBLIGATIONS OR, BREACHES OF REPRESENTATIONS, WARRANTIES OR YOUR POLICES WITH RESPECT TO ADS.

    4. LIMITATION OF LIABILITY. NOTWITHSTANDING SECTION 6 OF THE GENERAL TERMS, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY THE OTHER PARTY ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EACH PARTY’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED $500,000 (USD).

    5. Pixels. We may place or facilitate the placement of pixels or cookies (including cookies associated with your domain) on the browsers of users visiting the Sites in order to optimize the placement of Ads from TAM Buyers on the Sites.

    6. Use and Disclosure of Data by Us. Site Data that we may provide to TAM Buyers will be provided under no restriction. It is your sole responsibility to insert the data restrictions that you deem appropriate in the TAM Buyer Direct Agreement and to ensure that TAM Buyers comply with these restrictions.

  3.   THE SHOPPING INSIGHTS PROGRAM SPECIFIC TERMS

    Under this Program, we will provide you with shopping insights data reports on the campaigns and your audience (e.g. the makeup of your audience). You may only use or disclose such reports and any information derived therefrom for internal purposes and for the purpose of reporting to third party advertisers who are bound by confidentiality, non-use and disclosure obligations at least as restrictive as those imposed on you under this Agreement. You will ensure that all shopping insights data reports disclosed to third party advertisers contains the following attribution language “Amazon Confidential Information.”

  4.   THE PRIVATE MARKETPLACE PROGRAM SPECIFIC TERMS

    Private Marketplace (“PMP”) is a Program that allows you to connect with PMP Advertisers through our portal to place Ads on the Sites pursuant to PMP Terms in order to earn advertising fees paid by us. “PMP Advertisers” means advertisers (including us) that purchase advertising inventory on the Sites through PMP. “PMP Terms” means terms directly agreed upon between you and a PMP Advertiser regarding the placement of Ads on the Sites and the advertising fees. PMP Terms will be effective when the PMP Advertiser accepts them in the PMP portal.

    1. Specific Terms Applicable to the PMP Program. The following sections are applicable to the PMP Program: (i) Section 1 of the Amazon Demand Program Specific Terms; (ii) Section 2(a) and 2(b) of Terms Applicable to Programmatic Ads; and (iii) Sections 3(b), 3(c), 3(d), 3(e), 3(f), 3(g), 3(j), 3(k) and 3(l) of the Terms Applicable to Non-Programmatic Ads. References to “we,” “our,” “us,” or “Amazon” in the following sections will refer to us and PMP Advertiser: Sections 3(b), 3(c), 3(d), 3(g), 3(j), 3(k) and 3(l) of the Terms Applicable to Non-Programmatic Ads.

    2. Third Party Beneficiary. PMP Advertisers will be a third-party beneficiary of your indemnification obligations in Section 4 of the General Terms.

  5.   THE UNIFIED AD MARKETPLACE PROGRAM SPECIFIC TERMS

    Unified Ad Marketplace (“UAM”) is a Program that allows you to connect with UAM Buyers to place Programmatic Ads on the Sites in order to earn advertising fees paid by us. “UAM Buyer” means a third party (e.g. supply side platforms) who purchases advertising inventory on the Sites through UAM pursuant to an agreement with us. The following sections are applicable to UAM: (i) Sections 1(a) through 1(c) and Sections 1(e) through 1(g) of the Amazon Demand Program Specific Terms; however, all references to “Amazon Demand Program Specific Terms” in these sections will be deemed to refer to the “UAM Program Specific Terms” and (ii) Sections 3 through 5 of the TAM Program Specific Terms; however, all references to “TAM Buyer” in these sections shall be deemed to refer to “UAM Buyers.”