Associates Programme Operating Agreement
July 1, 2009 (Current Associates: See what's changed)Welcome to Amazon EU Sàrl's Associates Programme on Amazon.co.uk. This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Associates Programme on Amazon.co.uk (the "Programme"). As used in this Agreement, "we" (and "us" and "our") means Amazon EU Sàrl (a Luxembourg company) and "you" (and "your") means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to our site at http://www.amazon.co.uk or to your site. Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our affiliates, on our behalf.
1. Enrolment in the Programme
To begin the enrolment process, you need to submit a complete Programme application via the Amazon.co.uk Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Programme. Unsuitable sites include, but are not limited to, those that:
In your application to the Programme, you must select the category listed below that most accurately describes the method you will use to send users to the Amazon.co.uk Site. You may select only one category. If you are unsure which category to select, please contact us prior to submitting your application. If at any time during the term of this Agreement you modify your site or your participation in the Programme such that the category you selected at registration is no longer accurate, you must promptly update your account information here. We may, at any time and from time to time, change the category you select if we determine in our sole discretion that another category more accurately describes the method you use to send users to the Amazon.co.uk Site.
(a) “Paid Search Placements.” You must select the “Paid Search Placements” category if you bid on or purchase keywords or otherwise participate in keyword auctions on any internet search engine and the resulting paid search advertisements send users directly to the Amazon.co.uk Site or indirectly to the Amazon.co.uk Site via automatic redirection from a site other than the Amazon.co.uk Site (i.e., without a click or other affirmative act by the user on that intermediate site).
You may not link from any internet search engine as described above if you are not registered with the Programme in the “Paid Search Placements” category. Conversely, if you are registered with the Programme in the “Paid Search Placements” category, your participation in the Programme is limited to linking to the Amazon.co.uk Site from internet search engines as described above. For the avoidance of doubt, the restriction relating to Proprietary Terms set forth in Section 4 applies to all Programme participants, including without limitation those in the Paid Search Placements category.
(b) “Downloadable Application/Browser Extension.” You must select the “Downloadable Application/Browser Extension” category if you make available to users any (i) browser extension or plug-in, software, or other downloaded or installed, or downloadable or installable, application that resides on the user’s computer or other web-enabled device and that displays Special Links; or (ii) Special Link that is permanently integrated into a computer or other web-enabled device, or application residing on such device, in any way, including without limitation on an Internet browser, Internet service, or email application.
(c) “Coupons/Deals.” You must select the “Coupons/Deals” category if the primary purpose of your site is to display special offers, coupon codes, vouchers, or other promotions.
(d) “Blog.” You must select the “Blog” category if your site is a blog or other site that is formatted as an online journal on which entries appear in chronological order (i.e., the most recent entry appears at the top of the site).
(e) “Content/Niche.” You must select the “Content/Niche” category if your site addresses specific topics or areas of interest. For example, if your site is a fan site, you must select this category.
(f) “Comparison Shopping Engine.” You must select the “Comparison Shopping Engine” category if your site provides users with the ability enter product-related search terms for the purpose of viewing a list of products and comparing prices offered by various sellers. While the results list may include, without limitation, features and reviews, the principal feature of a comparison shopping engine site is price comparison. If the primary purpose of your site is to provide reviews of products or services, rather than price comparisons, then you should not choose this category.
(g) “Manufacturer/Publisher/Author/Artist.” You must select the “Manufacturer/Publisher/Author/Artist” category if items, products, or other works manufactured, published, written, designed, or otherwise created by you, or services offered or performed by you, are sold on the Amazon.co.uk Site and you will display Special Links on your site to those items, products, works, or services on the Amazon.co.uk Site.
(h) “Non Profit/Charitable Organisation.” You must select the “Non Profit/Charitable Organisation” category if you operate your site for, on behalf of, or in connection with a non-profit or charitable organisation. For the avoidance of doubt, the restriction set forth in Section 4 restricts you from offering any consideration or incentive to end users for using Special Links to access the Amazon.co.uk Site applies to Non Profit/Charitable Organisations (i.e., you may not disclose to end users that by clicking on Special Links before purchasing on the Amazon.co.uk Site they will be supporting your organisation).
(i) “Portal/Directory.” You must select the “Portal/Directory” category if your site offers a variety of services and content, such as news, email, and search.
(j) “Other.” You must select the “Other” category if none of the foregoing categories is applicable to your site.
2. Links on Your Site
We grant you a revocable, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the Amazon.co.uk site, to establish and maintain lists, links and search boxes as contemplated below:
You acknowledge that, by participating in the Programme and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Programme constitutes your specific and unconditional consent to and authorisation for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Notice.
Except for the licence granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Amazon.co.uk domain name. In addition, you acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you acknowledge and expressly agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site any trademark or logo of any third party seller on the Amazon.co.uk Site; (b) use any data, images, text, and other information obtained by you from us or the Amazon.co.uk Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the Amazon.co.uk Site; and (g) promptly delete any Content that is no longer displayed on the Amazon.co.uk Site or that we notify you is no longer available for your use.
3. Order Processing
We will process Product orders placed by customers who follow Special Links from your Site to the Amazon.co.uk Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to the Amazon.co.uk Site and will make available reports summarising this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the Amazon.co.uk Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the Amazon.co.uk Site are not properly formatted.
4. Referral Fees
In consideration for the advertising services provided by you under this Agreement we will pay you referral fees on certain Product sales to third parties in accordance with Sections 5 and 6 below. For a product sale to generate a referral fee, the customer must follow a Special Link (in the format specified by us) from your site to the Amazon.co.uk Site and, during a single session, add the Product to his or her shopping basket, purchase the Product with digital fulfillment (e.g., digital download) in the case of Amazon.co.uk MP3 Products, or purchase the Product via our 1-Click™ feature. The session begins when the customer clicks through a Special Link on your site to the Amazon.co.uk Site and ends upon the first to occur of the following events: (a) 24 hours elapses from the customer's initial click-through, (b) the customer places an order for a Product that is not a Amazon.co.uk MP3 Product, or (c) the customer follows a third party link to the Amazon.co.uk Site that is formatted with an Associate’s tag. We will only pay referral fees on eligible Products after order, payment, and shipping, or, in the case of Amazon.co.uk MP3 Products, digital fulfillment, have occurred. We will not, however, pay referral fees on any Products that are added to a customer's shopping basket or are purchased via our 1-Click feature or purchased by any other method offered by us from time to time, after the customer has re-entered the Amazon.co.uk Site (other than through a Special Link from your site), even if the customer previously followed a link from your site to the Amazon.co.uk Site. Further, we will not pay referral fees on any Products purchased from any site operated by us or our affiliates other than the Amazon.co.uk Site.
You may not purchase products during sessions initiated through the Special Links on your site for your own use or for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products".
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the Amazon.co.uk Site (e.g., by implementing any "rewards" programme for persons or entities who use Special Links on your site to access the Amazon.co.uk Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Amazon.co.uk Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Amazon.co.uk Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) other than providing Special Links on your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Amazon.co.uk Site or otherwise around or in conjunction with the display of the Amazon.co.uk Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise, or encourage any third party to take any such action; or (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g., by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Amazon.co.uk Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the Amazon.co.uk Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your Site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Programme; (i) use any Content or Special Link in connection with any handheld, mobile, or mobile phone application without our prior written approval; or (j) seek to purchase or register any keywords, search terms or other identifiers that include the word "amazon", "endless," "kindle," "javari" or any other trademark of Amazon.com, Inc. or its affiliates, or variations or misspellings thereof (for example "ammazon," "amaozn," "kindel," "endlss," "enldess," "javary," etc.) ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, or have violated any other term of this Agreement, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Fee Schedule
During each calendar month, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with this Section 5.
Classic Fee Structure:
Subject to the other term of this Agreement, if you (a) currently earn fees under the “Classic Fee Structure” (4% of Qualifying Revenues (defined below) from sales of all Qualifying Product units sold during sessions initiated through Special Links on your site); and (b) are not in the “Paid Search Placements” or “Downloadable Application/Browser Extension” category, you will continue to earn fees under the Classic Fee Structure unless and until you choose to participate in the Performance Fee Structure. Once you choose to participate in the Performance Fee Structure, the Classic Fee Structure will no longer be available to you. You may choose the Performance Fee Structure at any time during the applicable calendar month by communicating your choice to us via the signup page located here. The monthly deadline for choosing a fee structure, however, is 11:59 PM on the last day of that month, and you will earn (subject to the other terms of this Agreement) referral fees for the entire month in accordance with the most recent referral fee structure that you have chosen by the deadline. The referral fee structure under which you are enrolled during any calendar month will apply to the following calendar month, unless you thereafter change your enrolment in accordance with the above. The Classic Fee Structure is not available to new Associates.
"Qualifying Revenues" are revenues derived by us from our sales of Qualifying Product units (other than services available on the Amazon.co.uk Site), excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt.
Performance Fee Structure:
Subject to the other terms of this Agreement, if you are not (a) currently earning fees under the Classic Fee Structure, or (b) in the “Paid Search Placements” or “Downloadable Application/Browser Extension” category, you will earn the percentage of Qualifying Revenues set forth in the table below that corresponds to the number of Qualifying Product units sold during sessions initiated through Special Links on your site. An "Amazon.co.uk MP3 Product" is a Qualifying Product that is offered for sale in the "MP3 Downloads" section of the Amazon.co.uk Site. An “Amazon.co.uk Gift Certificate” is a gift certificate that is redeemable on the Amazon.co.uk Site. A “General Product” is any Qualifying Product other than an Amazon.co.uk MP3 Product or Amazon.co.uk Gift Certificate. The classification of any Qualifying Product as a General Product, Amazon.co.uk MP3 Product, or Amazon.co.uk Gift Certificate will be determined by us in our sole discretion.
Once a higher tier is achieved within the calendar month, the higher referral fee rate will apply to all Qualifying Revenues earned from Qualifying Product units sold during sessions initiated through Special Links on your site during that calendar month, including units sold before the new tier was reached.
For the avoidance of doubt, Qualifying Product units that are Amazon.co.uk Gift Certificates or Amazon.co.uk MP3 Products do not count towards the number of Qualifying Product units shipped for purposes of determining the applicable percentage of Qualifying Revenue in accordance with the table above. Instead, subject to the other terms of this Agreement, (a) for all sales of Qualifying Product units that are Amazon.co.uk Gift Certificates, you will earn a flat 6.0% of Qualifying Revenues under the Performance Fee Structure instead of the referral fee rates set forth in the table above; and (b) for all sales of Qualifying Product units that are Amazon.co.uk MP3 Products, you will earn a flat 10.0% of Qualifying Revenues under the Performance Fee Structure instead of the referral fee rates set forth in the table above.
Notwithstanding the foregoing, the referral fee payable on any Product under the Performance Fee Structure is limited to a maximum of £7.00 per Product, regardless of the Qualifying Revenues derived from the sale of any such item, except that Products offered for sale in the “Books,” “DVD,” or “Music” section of the Amazon.co.uk Site will not be subject to that £7.00 limit. The determination of whether a Qualifying Product is offered for sale in the “Books,” “DVD,” or “Music” section of the Amazon.co.uk Site will be determined by us in our sole discretion.
Fee Structure for Paid Search Placement and Downloadable Application/Browser Extension Categories:
If you are in the “Paid Search Placements” category, you will be notified via email of the percentage of Qualifying Revenues you will earn, which we may modify from time to time in our sole discretion upon email notification to you. If the percentage of Qualifying Revenues is unacceptable to you, your only recourse will be to terminate this Agreement. Your continued participation in the Programme following our email notification to you of new rates will constitute your binding acceptance of those rates. It is your responsibility to ensure that the email address you provide in your account with us is current, accurate and that you check it regularly to ensure you receive any notices from us regarding referral fee rate changes. We will also provide you with the referral fee rate applicable to you (i.e., the then-current percentage of Qualifying Revenues for Associates in the Paid Search Placements category) upon your written request.
If you are in the “Downloadable Application/Browser Extension” category, you will earn 2% of Qualifying Revenues for sales of all Qualifying Products.
For the avoidance of doubt, if you are in the “Paid Search Placements” or “Downloadable Application/Browser Extension” category, you will only earn referral fees based on the reduced referral fee rates described above and neither the Classic Fee Structure nor the Performance Fee Structure will apply to you.
6. Fee Payment
We will pay you referral fees on a monthly basis provided that we will only pay your referral fees and applicable EU VAT (if any) upon presentation of a valid VAT invoice. We may offer you the option to defer a referral fee payment for any month until the next month. Unless you choose to defer such payment, approximately 60 days following the end of each calendar month, and provided we have received the VAT invoice referred to above, we will send you payment for the referral fees earned on Qualifying Products that were dispatched during that month, less any taxes that we are required by law to withhold. We will pay your referral fees by one of the following methods: (a) by sending you a cheque for the referral fees earned; (b) by sending you a gift certificate good for purchase of products through our site, subject to our standard terms or conditions; or (c) by directly depositing the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the sort code, the account number and the primary account holder name as it appears on the bank account. If any bank details we hold are at any time incorrect, we will defer payment of referral fees until the calendar month in which the bank details are corrected). We will make one or more of these payment methods available to you, in our sole discretion. You may select your preferred payment method only from those that we make available to you. If you select payment via Amazon.co.uk gift certificate or direct deposit, we will accrue and withhold referral fees until the total amount due is at least 25.00 (or until this Agreement terminates, if earlier). If you select payment via cheque, we will accrue and withhold referral fees until the total amount due is at least 50.00 (or until this Agreement terminates, if earlier). If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice for the fee. All payments under this Agreement will be made in Great British Pounds sterling.
7. Policies and Pricing
For the avoidance of doubt, customers who buy Products through this Programme will be customers of the Amazon.co.uk Site. Accordingly, all Amazon.co.uk Site rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Products sold under this Programme in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you must not include price information in your Product descriptions unless we serve those prices through our " Recommended Product Links,” “Self-Optimizing Links,” “aStore by Amazon Links,” or our "Product Advertising API." In addition, if you choose to display prices for any Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than the Amazon.co.uk Site, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the Product is available on the Amazon.co.uk Site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
8. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Programme without our prior written consent, which may be given or withheld in our sole discretion. Doing so may result in your termination from the Programme. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause. We will make available to you a small graphic image that identifies your site as a Programme participant. You must display this logo or the phrase "In association with Amazon.co.uk" somewhere on your site. We may modify the text or graphic image from this notice from time to time.
9. Limited Licence
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Programme participant and to assist promote the sale of Products on the Amazon.co.uk Site. You may not modify the graphic image and text or any of our images in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke these rights at any time by giving you written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- Customer Support
- Help
- Discussion Boards
- Performance Tips
- Excluded Products
- Glossary
- Contact Us
- Follow Us