This Associates Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Associates Program (the “Program”). “We,” “us,” or “our” means Amazon Seller Services Private Ltd. “You” or “your” means the applicant. A “site” means a website. “Amazon Site” means the [www.amazon.com] site. “Your site” means any site(s), any software application(s), and any Mobile Application (as defined hereinafter) that you link to the Amazon 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 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, INCLUDING ASSOCIATES PROGRAM PARTICIPATION REQUIREMENTS. 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 permit you to advertise Products on your site and to earn advertising fees for Qualifying Purchases (defined in Section 7) made by your end-users. A “Product” is any item sold on the Amazon Site, other than any product that is listed on this page (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Associates Program Advertising Fee Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Amazon Site.

 

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 at our sole discretion including 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 trademark 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 identifiers on any social networking site (see the Trademark Guidelines for examples); 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 at any time at our sole discretion.

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. Links on Your Site

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Amazon Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Associate’s Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Amazon Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Amazon Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an “Approved Mobile Application” for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Amazon Mobile Associates API (“AMA API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Associates’ ID we have assigned to you expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree that you will comply with the Associate’s Program Participation Requirements and all pages, schedules, 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. If we determine that you have not complied with any requirement or restriction described on the Associate’s Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, or (d) undertake all of the above actions. In addition, you hereby consent to us:

sending you emails relating to the Program from time to time;

monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular Amazon customer clicked through a Special Link from your site before buying a Product on the Amazon Site) in accordance with the Amazon.com Privacy Notice; and

monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

 

5. 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:

the technical operation of your site and all related equipment;

displaying Special Links and 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);

creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);

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);

using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, or otherwise in any manner whatsoever;

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

any use that you make of the Content and the Amazon Marks, whether or not permitted under this Operating Agreement.

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, including the combination of your site or those materials with other applications, content, or processes; (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 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees’ negligence or willful misconduct.

 

6. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the Amazon Site. We reserve the right to reject orders that do not comply with any requirements on the Amazon Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

 

7. Advertising Fees

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Associates Program Advertising Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Amazon Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to the Amazon Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Amazon Site that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:

any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Amazon Site;

any Product purchase that is not correctly tracked or reported because the links from your site to the Amazon Site are not properly formatted;

any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);

any Product purchased for resale or commercial use of any kind;

any Product purchased after termination of this Operating Agreement;

any Product order where a cancellation, return, or refund has been initiated; and

any Product purchased by a customer who is referred to the Amazon Site through any of the following:

a Prohibited Paid Search Placement; or

a link to the Amazon Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.

any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donations to a charity or other organization, or other benefits) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Amazon Site via your Special Links).

any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API, or other linking tools that we make available to you.

any Qualifying Purchase, which takes place in India, made through a mobile device or tablet wherein:

the mobile application of the Amazon Site is pre-loaded by the original equipment manufacturer (“OEM”) on the device or tablet; or

the mobile application of the Amazon Site is installed through a maintenance release or firmware update or firmware-based notifications sent by the OEM or the notification partner; or

the mobile application of the Amazon Site is installed from a source other than the Google Play Store or iOS App Store

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Amazon,” “Kindle,” or any other trademark of Amazon or its affiliates ( see a non-exhaustive list of our trademarks), or variations or misspellings of any of those words (e.g., “ammazon,” “amaozn,” “kindel”). “Redirecting Link” means a link that sends users indirectly to the Amazon Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

 

8. Advertising Fee Payment

We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days following the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least INR1000 in case of NEFT transfers.

The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that Amazon can take an input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:

timely issuance of GST compliant invoices;

making the invoices available to Amazon;

depositing applicable taxes on a periodic basis; and

correctly reporting them to the government under tax laws.

If at any time credit of taxes is denied or payment of taxes is sought from Amazon, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed, or non-compliance of applicable laws and regulations by you, you shall indemnify Amazon against any denied credits or taxes recovered as well as any interest and penalties imposed on Amazon. If required by applicable Indian tax law, we may deduct or withhold taxes, levies, or any similar amounts from the advertising fees payable to you.

If you are an Indian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. We will deduct or withhold taxes as per the provisions of the Income Tax Act from any amounts payable to you under the Associates Program as mentioned above. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary.

Further, if you are a non-resident, you agree to provide the necessary documentation, as may be required, for Amazon to satisfy any reporting or any obligations with respect to the advertising fee payable to you.

If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing the deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such a nil or reduced tax rate as the applicable withholding tax rate on advertising fees payable to you. You hereby agree that you will not pursue any claim against Amazon or any of its affiliates. And, waive all such claims you may now or in the future have, which is with any taxes Amazon deposits a relevant taxing authority pursuant to this Operating Agreement.

Standard Program Fees

Subject to the limitations described in this Fee Statement and compliance with this Agreement, we will pay you standard fees described in the Appendix (”Standard Program Fees”). Fees are calculated as a percentage of Qualifying Revenue.

 

Special Program Fees or Promotions

Generally, we run general special programs or promotions that may provide all or some Associates the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), Amazon reserves the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions (even those which do not involve purchases of Products) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Fee Statement, and any restriction under the Program Documents applicable to a Product purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.

The following Special Program Fees are currently available:

 

(a) Bounty Events

Bounty Events are available in select countries as referenced in the “Special Program Fees”). You will earn Special Program Fees described in this Section 4(a) in connection with “Bounty Events” which occur when (1) a customer, who must be eligible for the Bounty Event as described in the “Special Program Fees”), clicks through a Special Link on your Site to a bounty-specific homepage on an Amazon Site, and (2) during the resulting Session the customer completes the bounty action described in the “Special Program Fees”).

Amazon will not pay Special Program Fees where a Bounty Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bounty Events by a single person, repetitive Bounty Events, and Bounty Events that do not result from Special Links on your Site). Amazon will determine in its sole discretion, in each case, whether a Bounty Event has occurred or if there has been a violation or abuse.

Special Links to the bounty-specific homepages listed in the “Special Program Fees”) are permitted in connection with the corresponding bounty, notwithstanding the Associates Program Participation Requirements).

 

9. Policies and Pricing

Customers who buy products through this Program are customers of the Amazon Site with respect to all activities they undertake in connection with the Amazon Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Amazon Site will apply to those customers, and the same may be changed at any time.

 

10. Identifying Yourself as an Associate

You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Amazon Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to amazon.com.”

 

11. Limited License

Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end-users to, the Amazon Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy 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 trademarks and logos, collectively, “Amazon Marks”) solely on your site and in accordance with the Associates Program Trademark Guidelines.

All licenses set forth in this Section 11 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 11 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 11 is terminated or as we may otherwise request from time to time.

 

Associates Program IP License (“License”)

By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter)