Last Updated: April 20, 2017
SUBSCRIBE WITH AMAZON PROGRAM TERMS AND CONDITIONS
Welcome to Amazon’s Subscribe with Amazon Program, a subscription services program that allows sellers to provide subscription offerings to customers in the United States of America.
This Subscribe with Amazon Program Agreement (the “Agreement”) is an agreement between you or the business you represent and Amazon. As used in this agreement, “we,” “us,” and “Amazon” means Amazon Services LLC and any of its applicable Affiliates and "Seller” and "you" means the entity identified in your Subscribe with Amazon Program account and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement, including in Schedule 1.
This Agreement provides the terms and conditions of your participation in the Subscribe with Amazon Program and consists of:
1 Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Subscribe with Amazon Program. If you don't accept the terms, you are not authorized to use the Subscribe with Amazon Program. An individual person who accepts this Agreement for the Seller entity represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Seller and to bind Seller to the terms of this Agreement. Sellers must have an active Subscribe with Amazon Program account in order to participate in the Subscribe with Amazon Program.
2 Changes to Agreement Terms. The Subscribe with Amazon Program will change over time, and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old with a revision date indicated at the top or by sending an email to the primary email address then registered for your Subscribe with Amazon Program account. Changes will be effective on the date we post them, unless we specify otherwise at the time of posting. Your continued use of the Subscribe with Amazon Program after a change constitutes your acceptance of the changes. You are entitled to withdraw your Products from the Subscribe with Amazon Program if you do not agree to the changes.
3 Additional Services.
3.1 Login with Amazon. Sellers are required to use the Service currently known as “Login with Amazon” in accordance with the guidelines and requirements set forth in the Subscribe with Amazon Developer Guide. Your use of Login with Amazon and any materials and information we make available for use with Login with Amazon is governed by the Login with Amazon Services Agreement (the “Login with Amazon Services Agreement”), which is available at https://login.amazon.com/services-agreement. In the event of a conflict between the Login with Amazon Services Agreement and this Agreement with respect to Login with Amazon, the Login with Amazon Services Agreement will control.
4 Your Products.
4.1 Submission and Review of Listings and Products. Prior to listing a Product, you must provide us access to your Product and any Required Product Information. More information about the Product and listing requirements and listing process can be found in the Product Listing Guidelines.
4.2 Parity. You are the seller of record of your Products and are responsible for setting the Purchase Price for your Products. In order to have the opportunity to be included in the Subscribe with Amazon Program, you must comply with the price and selection requirements in the Product Pricing and Selection Guidelines.
4.3 Removal of Products. Subject to the following, you may remove a Product from the Subscribe with Amazon Program at any time. You may not remove a Product from the Subscribe with Amazon Program during the first 6 months following the launch of the Product in the Subscribe with Amazon Program, except where (i) you have discontinued the Product, or (ii) we have substantively updated the Program Guidelines during that period, and as a result you no longer want to include your Product in the Subscribe with Amazon Program. If a Product is removed, Amazon may continue to process renewal Transactions for the Product for those customers who are eligible for a renewal so long as Seller continues to offer the Product through Seller Sales Channels, but will not process any new Transactions for the Product.
4.4 Control of Amazon Sites. We may suspend, remove or prohibit any Product Listing or Product at any time. We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Amazon Sites, including by redesigning, modifying, removing or restricting access to any of them.
5 Sales and Fulfillment.
5.1 Amazon Responsibilities. We will: (a) provide Order Information to you for each Transaction; (b) receive, and have exclusive rights to receive, all Sales Revenue on your behalf for each Transaction and (c) remit your portion of Sales Revenue to you in accordance with this Agreement.
5.2 Seller Responsibilities. You will: (a) offer, sell and fulfill your Products using the Order Information and in accordance with the terms of this Agreement and the information about your Products provided to customers on the Amazon Sites at the time of sale; (b) only cancel your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Amazon Site at the time of the applicable order or as may be required under this Agreement; and (c) identify yourself as the seller of each of your Products in all information included, or provided in connection, with your Products.
6 Cancellation, Return and Refunds. You will comply with the Subscribe with Amazon Program cancellation, return and refund policy, and you acknowledge that we may post these terms on any Product Listings. More information about the policies can be found in the Cancellation, Return and Refund Guidelines.
7 Payment and Compensation.
7.1 Payments Processing Agency Appointment.
(a) By registering for or using the Subscribe with Amazon Program, you authorize Amazon or Amazon Payments, Inc. to act as your agent for purposes of the Transaction Processing Services.
(b) When a customer completes a Transaction, you agree that the customer authorizes and orders us to commit the customer’s payment (less any applicable fees or other amounts we may collect or earn under this Agreement) to you. You agree that customers satisfy their obligations to you for your Transactions when we receive the Sales Revenue.
7.2 Fees and Payments. For each Transaction, Amazon, or Amazon Payments, Inc., will retain a Referral Fee equal to the applicable Amazon Referral Fee Percentage. More information about Amazon’s fees and the Transaction Processing Services can be found in the Payments Guidelines.
8 Taxes. As between you and us, you are responsible for the collection and payment of any and all Taxes on Transactions. More information about your responsibilities and the documentation and payment of Taxes can be found in the Tax Guidelines.
9 Customer Service. More information about Seller and Amazon’s respective customer service responsibilities and policies can be found in the Customer Service Guidelines.
10.1 You may not attempt to influence any customer who has completed a Transaction to subscribe to your products via an alternative service to the Subscribe with Amazon Program.
10.2 You may not contact customers who have completed Transactions to sell, market or promote any third-party products or services, other than for purchase on any Amazon Site.
10.5 You will not attempt to secure payment for any Transactions directly from customers.
10.6 You may not target any online or offline marketing or other communications to customers on the basis of the recipient being an Amazon customer.
10.7 You may not share any other sales or behavioral data (including in aggregated or anonymous form) from Subscribe with Amazon Program customers with any third party in a way that would allow the third party to attribute any of the information to Amazon customers individually or as a group.
11.1 Grant From You. You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any and all of your Seller Materials, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties in connection with the sale and promotion of your Products and our services and to support customers who complete Transactions. Do not provide us with any Seller Materials if you do not want them subject to the license contained in this Section 11.1.
11.2 Grant From Amazon. Subject to the terms of this Agreement and solely for the limited purposes of advertising your Products on, and directing end users to, the Amazon Sites in connection with the Subscribe with Amazon Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use the Amazon Marks solely on your site and in accordance with the Trademark Guidelines and any other Program Guidelines. The license set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 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 Amazon Marks with respect to which the license set forth in this Section is terminated or as we may otherwise request from time to time. You may not seek to refer customers to a particular sales channel by participating in bidding on Proprietary Terms via keyword auctions or other methods. “Proprietary Terms” includes any keywords, search terms, or other identifiers that include the word “amazon,” or any other Trademark of Amazon or its Affiliates, or variations or misspellings of any of those words.
12 Term and Termination.
12.1 Term. The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you.
12.2 Termination and Suspension. You may terminate your Subscribe with Amazon Program account at any time by providing us notice of termination via email to email@example.com, in which event we will cease selling your Products within 5 business days from the date you provide us notice of termination. Except, however, you may not terminate it within the first 6 months following the initial launch of any of your Products on the Subscribe with Amazon Program. If you participate in any promotional or other special program, your ability to terminate or withdraw affected Products may be limited by the terms of that program. At any time we may terminate or suspend (i) your Subscribe with Amazon Program account or (ii) any Service. We will notify you by sending an email to the primary email address then registered for your Subscribe with Amazon Program account. Termination or suspension of a specific Service will not terminate or suspend any other Service unless explicitly provided. If we terminate or suspend your account, you may not establish a new account without our written permission.
12.3 Survival. Upon termination, all rights and obligations of you and us under this Agreement will terminate, except that the following provisions will survive: Sections 4.4, 7 – 10, 11.1 (with respect to supporting customers who have completed Transactions), 12.3, 13-25, the Program Guidelines incorporated into each of the foregoing sections, all of Seller’s representations and warranties in this Agreement, and any other provisions that, by their nature are intended to survive. Effective on termination, Amazon may continue to renew subscriptions to Products for those customers who are eligible for a renewal so long as Seller continues to offer the Product through Seller Sales Channels, but we will not accept any new customers for Seller’s Products.
13 Relationship of Parties.
13.1 Subject to the terms governing Transaction Processing Services in Section 7 (including the Payment Guidelines referenced therein), 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 us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than you and us any legal or equitable right, remedy, or Claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Amazon, you, and customers.
13.2 Because Amazon is not your agent (except for the limited purpose set out in Section 7 and the Payments Guidelines with respect to Transaction Processing Services), or the customer’s agent for any purpose, Amazon will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any Transaction.
14 Representations. You represent and warrant to us that: (a) you are duly organized, validly existing and in good standing under the Laws of the state and country in which your business is registered; (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses and authorizations in this Agreement and will comply with the terms of this Agreement and all applicable Laws; and (c) any information provided or made available by you or your Affiliates to Amazon or its Affiliates is at all times accurate and complete.
15 Indemnification. You release us and agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of the Seller Sales Channels, your Products (including their offer, sale, performance and fulfillment), the Seller Materials, including any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; and (c) your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
16 Disclaimer & General Release. THE AMAZON SITES AND THE SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, TECHNOLOGY, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES OR SUBSCRIBE WITH AMAZON PROGRAM, ARE PROVIDED "AS-IS." AS A USER OF THE AMAZON SITES AND THE SERVICES, YOU USE THE AMAZON SITES AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
17 Limitation of Liability. WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR SUBSCRIBE WITH AMAZON PROGRAM, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SUBSCRIBE WITH AMAZON PROGRAM, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
18 Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement caused by reasons, events or other matters beyond our reasonable control.
19 Assignment. 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, and be enforceable against you or us and our 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.
20 Notices. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by an Amazon party, via email or via a posting on the Subscribe with Amazon Program website, or (ii) if by you to Amazon Services LLC, via email to firstname.lastname@example.org with a copy to email@example.com. Notices will be effective and deemed received on the date transmitted or posted.
21 Confidentiality. You may not issue any press release or make any public statement related to the Subscribe with Amazon Program or the Services, including Transactions, or use our name, Amazon Marks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
22 Password Security. You are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately notify Amazon and change your password.
23 Feedback. If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Amazon Site or Service, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit them in any manner.
24 Governmental Requests and System Protection. 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 user contact details, IP addresses and traffic information, usage history and posted content.
25 Disputes and General Provisions.
25.1 The laws of the state of Washington govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Agreement or your participation in the Subscribe with Amazon Program will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court in King County, Washington if your claims qualify and (ii) you or we may bring suit in the federal and state courts in King County, Washington, submitting to the jurisdiction of these courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. The Federal Arbitration Act and federal arbitration law apply to this Agreement. 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, 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, Amazon 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.
25.2 If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce that provision or any other provision of this Agreement subsequently. This Agreement, and the agreements and guidelines referenced herein, represents the entire agreement between you and us with respect to the Subscribe with Amazon Program, Services, and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
Definitions. As used in the Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
"Amazon Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an Amazon Site, through which any Amazon Site, or products or services available on any Amazon Site, are syndicated, offered, merchandised, advertised or described.
“Amazon Marks” means those of our Trademarks that we may make available to you.
"Amazon Site" means, as applicable, (a) any web site or platform operated by or for us or our Affiliates, (b) any web page “widget” or any application that enables the Subscribe with Amazon Program functionality, and (c) any other online point of presence or web site that you approve for treatment as an Amazon Site at our request, your approval will not be unreasonably withheld.
"Claim" means any third party claim, action, audit, investigation, inquiry, loss, damage, settlement, cost, expense or other liability (including attorneys' fees) arising out of or relating to this Agreement or the Subscribe with Amazon Program.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
“Order Information” means the information we provide via our APIs that allow you to authenticate Transactions.
"Program Guidelines" means the rules and policies included in the final guidelines and the Subscribe with Amazon Developer Guide.
"Product" means any subscription service that you promote, license, sell or grant access to customers through the Subscribe with Amazon Program, including (a) the text, images, metadata, physical components and other content that comprises each of your Products; (b) any technical support you provide; (c) the content description contained in the Product Listing; and (d) any related marketing or promotion materials.
“Product Listing” means any listing for a Product in the Subscribe with Amazon Program.
"Purchase Price" means the total amount payable or paid for your Product by a customer (including Taxes), including amounts payable or paid for a renewal of a Product.
“Referral Fee” refers to the fee retained by Amazon or its Affiliates, calculated as set forth in this Agreement.
"Required Product Information" means the information required under the Product Listing Guidelines.
“Sales Revenue” means the proceeds from any of your Transactions actually received by us, and excludes (a) any value added taxes, sales taxes, use taxes, other taxes or other government imposed charges and (b) any refunds, adjustments, or other amounts paid to customers in connection with your Transactions.
“Sellers” means all subscription providers who participate in the Subscribe with Amazon Program.
“Seller Account” means the account controlled by Amazon or Amazon Payments where a Seller’s Sales Revenue may be held.
"Seller Materials" means all materials and other items or information provided or made available by you or your Affiliates to Amazon or its Affiliates, in connection with this Agreement or your use of the Subscribe with Amazon Program.
"Seller Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer products or services, other than physical stores and Amazon Sites.
"Service" means the Transaction Processing Services and Login with Amazon, as well as any other services that may be made available in connection with the Subscribe with Amazon Program at any time.
“Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Subscribe with Amazon Program; (b) in connection with any products or services provided for which your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction or omission of you or your Affiliates, or any persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which your Products are, directly or indirectly, involved as a form of payment or exchange.
"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, or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.
“Transaction” means any sale of any of your Products via the Subscribe with Amazon Program.
"Transaction Processing Services" means, collectively, processing payments, refunds and adjustments for your Transactions, receiving and holding Sales Revenue on your behalf, remitting Sales Revenue to your bank account, and paying Amazon and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Amazon or its Affiliates.