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Updates to the Associates Operating Agreement Effective March 23, 2020

What's changing?

Effective from March 23, 2020:

  1. Associates Operating Agreement & Program Policies:

  2. a. We have revised the Operating Agreement and Program Policy documents, including the Fee Statement Appendix and the Special Program Fees to reflect that The Netherlands is now part of the Program.

    b. We have modified the following sections in the Operating Agreement:

      i. Section 9 (E): Included a new indemnity relating to taxes and duties.

      ii. Section 13: Amazon France Services SAS becomes the Amazon contracting entity for France for certain associates who have been notified.


Associates Program Operating Agreement



March 23, 2020 Version

9. Indemnification

(D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY AMAZON PARTY INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.



Replaces equivalent provisions from September 6, 2019 Version

9. Indemnification

(D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY AMAZON PARTY INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.



March 23, 2020 Version

13. Modification

We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Associates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.

If you have concluded this Agreement with Amazon Services France SAS, or the Agreement has been assigned to Amazon Services France SAS, any future changes to this Agreement will be deemed to apply between you and Amazon France Services SAS, despite the remaining reference in Schedule 1 to Amazon Europe Core S.à r.l.



Replaces equivalent provisions from September 6, 2019 Version

13. Modification

We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Associates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.



March 23, 2020 Version

SCHEDULE 1: AMAZON ENTITY AND AMAZON SITE BY LOCATION

Location Amazon Entity Amazon Site
France Amazon Europe Core S.à r.l. (or Amazon France Services SAS for certain associates as notified) amazon.fr
Germany Amazon Europe Core S.à r.l. amazon.de or audible.de
Italy Amazon Europe Core S.à r.l. amazon.it
The Netherlands Amazon Europe Core S.à r.l. amazon.nl
Spain Amazon Europe Core S.à r.l. amazon.es
United Kingdom Amazon Europe Core S.à r.l. amazon.co.uk or audible.co.uk

SCHEDULE 2: GOVERNING LAW AND DISPUTES BY AMAZON SITE

Amazon Site Governing Law and Disputes Provision
amazon.fr, amazon.de, audible.de, amazon.it, amazon.nl, amazon.es, amazon.co.uk, audible.co.uk The laws of the Grand-Duchy of Luxembourg, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the judicial district of Luxembourg City. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

SCHEDULE 3: TAX PROVISION BY AMAZON SITE

Amazon Site Tax Provision
amazon.fr, amazon.de, audible.de, amazon.it, amazon.nl, amazon.es, amazon.co.uk, audible.co.uk We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. Payments made to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of amounts payable under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your advertising fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Additionally, if you are established in Luxembourg you may be legally obligated to charge us Value Added Tax (VAT). If you provide us with an invoice which meets the requirements for a valid VAT invoice and separately states the correct and applicable VAT, Amazon will pay the applicable VAT

SCHEDULE 4: PRIVACY NOTICE BY AMAZON SITE

Amazon Sites Privacy Notice
amazon.fr Notice: Protection de vos informations personnelles
amazon.de, audible.de Datenschutzerklärung
amazon.it Informativa sulla privacy
amazon.nl Amazon.nl Privacyverklaring
amazon.es Aviso de Privacidad de Amazon.es
amazon.co.uk, audible.co.uk Amazon.co.uk Privacy Notice


Replaces equivalent provisions from September 6, 2019 Version

SCHEDULE 1: AMAZON ENTITY AND AMAZON SITE BY LOCATION

Location Amazon Entity Amazon Site
France Amazon Europe Core S.à r.l. amazon.fr
Germany Amazon Europe Core S.à r.l. amazon.de or audible.de
Italy Amazon Europe Core S.à r.l. amazon.it
Spain Amazon Europe Core S.à r.l. amazon.es
United Kingdom Amazon Europe Core S.à r.l. amazon.co.uk or audible.co.uk

SCHEDULE 2: GOVERNING LAW AND DISPUTES BY AMAZON SITE

Amazon Site Governing Law and Disputes Provision
amazon.fr, amazon.de, audible.de, amazon.it, amazon.es, amazon.co.uk, audible.co.uk The laws of the Grand-Duchy of Luxembourg, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the judicial district of Luxembourg City. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

SCHEDULE 3: TAX PROVISION BY AMAZON SITE

Amazon Site Tax Provision
amazon.fr, amazon.de, audible.de, amazon.it, amazon.es, amazon.co.uk, audible.co.uk We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. Payments made to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of amounts payable under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your advertising fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Additionally, if you are established in Luxembourg you may be legally obligated to charge us Value Added Tax (VAT). If you provide us with an invoice which meets the requirements for a valid VAT invoice and separately states the correct and applicable VAT, Amazon will pay the applicable VAT

SCHEDULE 4: PRIVACY NOTICE BY AMAZON SITE

Amazon Sites Privacy Notice
amazon.fr Notice: Protection de vos informations personnelles
amazon.de, audible.de Datenschutzerklärung
amazon.it Informativa sulla privacy
amazon.es Aviso de Privacidad de Amazon.es
amazon.co.uk, audible.co.uk Amazon.co.uk Privacy Notice




Associates Program Policies

March 23, 2020 Version

Associates Program Fee Statement (“Fee Statement”)

2. Disqualified Purchases

...

(c)any Product purchased by a customer who is referred to an Amazon Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “amazon”, or “kindle”, or any other Amazon Mark (see a non-exhaustive list of our trademarks via the links below, or variations or misspellings of any of those words (e.g., “ammazon”, “amaozn”, and “kindel”) (all, a “Prohibited Paid Search Placement”),

Location Non-Exhaustive Trademark List
United Kingdom https://www.amazon.co.uk/gp/feature.html?ie=UTF8&docId=1000642963
aFrance https://www.amazon.fr/gp/help/customer/display.html?nodeId=548524#GUID-602FA6E8-D724-4317- 89F6-E78834F9BA58 SECTION_64DE0ED1D744420E933ED292E5A7B3D3
Italy https://www.amazon.it/gp/help/customer/display.html?nodeId=201014060
The Netherlands https://www.amazon.nl/gp/help/customer/display.html/ref=hp_left_v4_sib?ie=UTF8&nodeId=201909280
Spain https://www.amazon.es/gp/help/customer/display.html/?nodeId=201014060
Germany https://www.amazon.de/gp/help/customer/display.html?nodeId=200975440

Replaces equivalent provisions from September 6, 2019 Version

Associates Program Fee Statement (“Fee Statement”)

2. Disqualified Purchases

...

(c)any Product purchased by a customer who is referred to an Amazon Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “amazon”, or “kindle”, or any other Amazon Mark (see a non-exhaustive list of our trademarks via the links below, or variations or misspellings of any of those words (e.g., “ammazon”, “amaozn”, and “kindel”) (all, a “Prohibited Paid Search Placement”),

Location Non-Exhaustive Trademark List
United Kingdom https://www.amazon.co.uk/gp/feature.html?ie=UTF8&docId=1000642963
aFrance https://www.amazon.fr/gp/help/customer/display.html?nodeId=548524#GUID-602FA6E8-D724-4317- 89F6-E78834F9BA58 SECTION_64DE0ED1D744420E933ED292E5A7B3D3
Italy https://www.amazon.it/gp/help/customer/display.html?nodeId=201014060
Spain https://www.amazon.es/gp/help/customer/display.html/?nodeId=201014060
Germany https://www.amazon.de/gp/help/customer/display.html?nodeId=200975440

March 23, 2020 Version

6. Program Fee Reporting and Payment

...

Option 2: Payment by Amazon Gift Card. We will send you gift cards in the amount of the fees you earn to the primary email address on your Associates account. These gift cards are redeemable for products on the Amazon Site the fees were earned on and are subject to our then-current gift card terms and conditions. If you select this option, we reserve the right to hold fees until the total amount due to reaches the minimum stated in the Payment Minimum Chart. Payment by Amazon Gift Card is not available in NL.

Option 3: Payment by Check. We will send you a check in the amount of the fees you earn once you have provided us with a physical address. If you select this option, we reserve the right to hold fees until the total amount due to you reaches the minimum stated in the Payment Minimum Chart and to deduct a processing fee as stated in the Payment Minimum Chart from each check we send to you. Payment by Check is not available in NL.

If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned fees until you make your selection or provide such information.

Payment Minimum Chart

UK FR, IT, DE and ES NL
Option 1 (Deposit) £25 EUR 25 EUR 25
Option 2 (Gift Card) £25 EUR 25 NA
Option 3 (Check) £50 EUR 50 NA
Check Processing Fee NA NA NA

Replaces equivalent provisions from September 6, 2019 Version

6. Program Fee Reporting and Payment

...

Option 2: Payment by Amazon Gift Card. We will send you gift cards in the amount of the fees you earn to the primary email address on your Associates account. These gift cards are redeemable for products on the Amazon Site the fees were earned on and are subject to our then-current gift card terms and conditions. If you select this option, we reserve the right to hold fees until the total amount due to reaches the minimum stated in the Payment Minimum Chart.

Option 3: Payment by Check. We will send you a check in the amount of the fees you earn once you have provided us with a physical address. If you select this option, we reserve the right to hold fees until the total amount due to you reaches the minimum stated in the Payment Minimum Chart and to deduct a processing fee as stated in the Payment Minimum Chart from each check we send to you.

If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned fees until you make your selection or provide such information.

Payment Minimum Chart

UK FR, IT, DE and ES
Option 1 (Deposit) £25 EUR 25
Option 2 (Gift Card) £25 EUR 25
Option 3 (Check) £50 EUR 50
Check Processing Fee NA NA

March 23, 2020 Version

Associates Program Participation Requirements (“Participation Requirements”)

3. Responsibility for Your Site

(b) displaying Special Links and Program Content on your Site in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising and the Dutch Advertising Code) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), 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),


Replaces equivalent provisions from September 6, 2019 Version

Associates Program Participation Requirements (“Participation Requirements”)

3. Responsibility for Your Site

(b) displaying Special Links and Program Content on your Site in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), 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),


March 23, 2020 Version

Associates Program Amazon Influencer Program Policy (“Influencer Program Policy”)

1. Registration Information; Influencer Page.

...

(c) Marketing. Solely with respect to the Amazon Influencer Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Special Links to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the Amazon Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Influencer Program Policy. For the avoidance of doubt, (i) for the purposes of applicable marketing laws (for example, if applicable, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991, the Dutch Social Media Code and any similar or successor legislation), you are the “Sender” of each email containing any Special Links, and (ii)….


Replaces equivalent provisions from September 6, 2019 Version

Associates Program Amazon Influencer Program Policy (“Influencer Program Policy”)

1. Registration Information; Influencer Page.

...

(c) Marketing. Solely with respect to the Amazon Influencer Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Special Links to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the Amazon Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Influencer Program Policy. For the avoidance of doubt, (i) for the purposes of applicable marketing laws (for example, if applicable, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991, and any similar or successor legislation), you are the “Sender” of each email containing any Special Links, and (ii)….


EU Fee Statement Appendix

March 23, 2020 Version

6. Amazon NL Site Standard Program Fee Rates

Product Category Fixed Standard Program Fee Rates
Clothing, Shoes, Jewellery, Watches, Luggage, Amazon Fashion Women, Men & Kids Private Label 14 %
Home, Books, Kindle eBooks, Music, Musical Instruments, Kitchen, Toys, Home Improvement, DVD & Blu-Ray, Software, Food and Drinks, Digital Video Games, Business Industrial & Scientific Products, Handmade, Sports & Outdoor, Personal Care Appliances, Health & Personal Care, Stationery & Office Supplies, Baby, Grocery, Pet Products, Car & Motorbike, Lawn and Garden, Beauty 10 %
Amazon Devices: Kindle and Echo Devices, Fire Accessories 10%
Home Entertainment, Smartphones and Mobile Phones, Computer, Electronics, Video Games, Camera, Digital Software 6 %
Gift Cards 0%
All other Product Categories 6 %

In addition, notwithstanding the Standard Program Fee Rates described on this page or anything to the contrary contained in the Agreement, if we determine you are primarily promoting free Kindle eBooks (i.e., eBooks for which the customer purchase price is €0.00), YOU WILL NOT BE ELIGIBLE TO EARN ANY FEES DURING ANY MONTH IN WHICH YOU MEET THE FOLLOWING CONDITIONS:

(a) 10,000 or more free Kindle eBooks are ordered and downloaded during Sessions attributed to your Special Links; and
(b) At least 80% of all Kindle eBooks ordered and downloaded during Sessions attributed to your Special Links are free Kindle eBooks

No equivalent provision in September 6, 2019 Version



Special Program Fees

March 23, 2020 Version

...

NL Bounties

Bounty-Eligible Program Homepage Bounty Action Eligible Customer Bounty Rate
Amazon Prime Free Trial Bounty https://www.amazon.nl/prime?tag=PlaatsHierJeTrackingID-21
An Eligible Customer successfully registers (as determined by us) for an Amazon Prime Free Trial via the specified Homepage. A customer who meets the eligibility requirements for an Amazon Prime Free Trial (as determined by us). € 1.00
Amazon Prime Video Free Trial Bounty https://www.primevideo.com/?&tag=PlaatsHierJeTrackingID -21
An Eligible Customer successfully registers (as determined by us) for an Amazon Prime Video Free Trial in the Netherlands via the specified Homepage. A customer who meets the eligibility requirements for an Amazon Prime Video Free Trial in the Netherlands (as determined by us). € 3.00

No equivalent provision in September 6, 2019 Version

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