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Recent Updates to the EU Associates Operating Agreement

Introductory wording

Operating Agreement Update – effective May 11, 2011

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Amazon DE Site” means either or both of the Amazon.de site or the Javari.de site.
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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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Amazon DE Site” means the Amazon.de site.
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1. Description of the Programme

Operating Agreement Update – effective May 11, 2011

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Digital Products” means Amazon MP3 Products and Kindle content Products such as books, single issues of newspapers and magazines, and games. 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 Programme (“Content”). Content specifically excludes any data, images, text, or other information or content relating to Excluded Products, and products offered on any site which is not an Amazon Site.

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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“Digital Products” means, in relation to the Amazon UK Site, those Products sold under the names “Kindle Books”, “Kindle Newspapers”, “Kindle Blogs”, “Kindle Newsfeeds”, “Kindle Magazines” and “Amazon MP3”. “Digital Products” means, in relation to the Amazon DE Site and the Amazon FR Site, those Products sold under the name “Amazon MP3”. In order to facilitate your advertisement of Products, we may make available to you data, images, text, widgets and other linking tools, and other information in connection with the Programme (“Content”). Content specifically excludes, and you will not in connection with the Programme display on your site or otherwise use, any data, images, text, or other information or content relating to Excluded Products, and products offered on any site other than the Amazon Site.

2. Enrolment

Operating Agreement Update – effective May 11, 2011


In addition, in your application you must identify each Amazon Site that you wish to advertise on your site (e.g., the Amazon UK Site (Amazon.co.uk or Javari.co.uk), Amazon DE Site (Amazon.de or Javari.de), Amazon FR Site (Amazon.fr or Javari.fr) or Amazon IT Site).

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011


In addition, in your application you must identify each Amazon Site that you wish to advertise on your site (e.g., the Amazon UK Site (Amazon.co.uk or Javari.co.uk), Amazon DE Site, Amazon FR Site (Amazon.fr or Javari.fr) or Amazon IT Site).
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7. Advertising Fees

Operating Agreement Update – effective May 11, 2011

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• 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);
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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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• any Product purchased by you or on your behalf through a Special Link (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
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8. Advertising Fee Payment

Operating Agreement Update – effective May 11, 2011

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We will pay you approximately 60 days following the end of each calendar month using the payment method you choose from the following available options. Until you have selected one of the payment methods below, we will not be able to issue payment to you and will withhold any unpaid accrued advertising fees until you have done so.
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(c) Payment by Amazon Gift Certificate. If you select payment by Amazon gift certificate, we will send you a gift certificate in the amount of the advertising fees you earn, redeemable on the Amazon Site from which you earned the applicable advertising fees, but we may accrue and withhold advertising fees until the total amount due to you for Qualifying Purchases occurring on the Amazon UK Site is at least £25 or €25 for Qualifying Purchases occurring on each of the Amazon DE Site or Amazon FR Site. Payment by Amazon Gift Certificate is not yet available in respect of Qualifying Purchases occurring on the Amazon IT Site. All Amazon gift certificates will be subject to our then-current standard gift certificate terms and conditions.
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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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We will pay you approximately 60 days following the end of each calendar month using the payment method you choose from the following available options.
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(c) Payment by Amazon Gift Certificate. If you select payment by Amazon gift certificate, we will send you a gift certificate in the amount of the advertising fees you earn, redeemable on the Amazon Site from which you earned the applicable advertising fees, but we may accrue and withhold advertising fees until the total amount due to you for Qualifying Purchases occurring on the Amazon UK Site is at least £25 or €25 for Qualifying Purchases occurring on each of the Amazon DE Site or Amazon FR Site. All Amazon gift certificates will be subject to our then-current standard gift certificate terms and conditions.
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10. Identifying Yourself as an Associate

Operating Agreement Update – effective May 11, 2011

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You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Amazon Europe S.à r.l. Associates Programme, an affiliate advertising programme designed to provide a means for sites to earn advertising fees by advertising and linking to [insert applicable site name (Amazon.co.uk/Javari.co.uk/Amazon.de/ Javari.de/Amazon.fr/Javari.fr/Amazon.it)].”

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Amazon Europe S.à r.l. Associates Programme, an affiliate advertising programme designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.co.uk/Javari.co.uk/Amazon.de/Amazon.fr/Javari.fr/Amazon.it.”

14. Term and Termination

Operating Agreement Update – effective May 11, 2011

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For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 3, 4, 5, 10, 11 or 13 will be deemed a material breach of this Operating Agreement.

Upon any termination of this Operating Agreement, any and all licences you have with respect to Content will automatically terminate and you will immediately stop using the Content and Amazon Marks and promptly remove from your site and delete or otherwise destroy all links to the Amazon Site, all Amazon Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Programme. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).
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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 3, 5, 10, 11 or 13 will be deemed a material breach of this Agreement.

Upon any termination of this Operating Agreement, any and all licences you have with respect to Content will automatically terminate and you will immediately stop using the Content and promptly remove from your site and delete or otherwise destroy all links to the Amazon Site, all Amazon Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Programme. We may withhold accrued unpaid advertising fees that accrued prior to termination, we may withhold your final payment for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).
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15. Modification

Operating Agreement Update – effective May 11, 2011

We may modify any of the terms and conditions contained in this Operating Agreement at any time and in our sole discretion by, at least 7 days prior to the effective date of the modification, posting a change notice or revised agreement on the Amazon Site and, in the case of changes to the contractual terms of the Operating Agreement, by sending a notification to the email address then-currently associated with your Programme account. Modifications may include, for example, changes to the Associates Programme Advertising Fee Schedule, payment procedures, and Programme requirements. You may during that 7-day period, as your sole recourse, notify us in writing of your objections to the modifications and, if you do so, your account will automatically terminate on the effective date of the modification to which you objected. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT IN WRITING. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EXPIRY OF THE PERIOD OF 7 DAYS FOLLOWING NOTIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by, at least 7 days prior to the effective date of the modification, posting a change notice, revised agreement, or revised Operational Documentation on the Amazon Site and, in the case of changes to the contractual terms of the Operating Agreement, by sending a notification to the email address then-currently associated with your Programme account. Modifications may include, for example, changes to the Associates Programme Advertising Fee Schedule, payment procedures, and Programme requirements. You may during that 7-day period, as your sole recourse, notify us of your objections to the modifications and, if you do so, your account will automatically terminate on the effective date of the modification to which you objected. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EXPIRY OF THE PERIOD OF 7 DAYS FOLLOWING NOTIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

20. Miscellaneous

Operating Agreement Update – effective May 11, 2011

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If you are enrolled to use the Product Advertising API and in the event of any conflict between this Operating Agreement and the Amazon Product Advertising API Licence Agreement ("Licence Agreement"), this Operating Agreement will prevail except that the Licence Agreement will prevail with respect to your use of the Product Advertising API, Data Feed, and Product Advertising Content (each as defined in the Licence Agreement).

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This Operating Agreement is drafted in the English language. Any translations of this Operating Agreement are provided for convenience only and the English language text shall prevail over any such translations.

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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If you are enrolled to use the Product Advertising API and in the event of any conflict between this Operating Agreement and our privacy notice, the Amazon Product Advertising API Licence Agreement ("Licence Agreement"), this Operating Agreement will prevail except that the Licence Agreement will prevail with respect to your use of the Product Advertising API, Data Feed, and Product Advertising Content (each as defined in the Licence Agreement).

The authentic language of this Operating Agreement and the Operational Documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of the Operating Agreement and Operational Documentations and any translation of them, the English language version and interpretation shall prevail.

Appendix 1

Operating Agreement Update – effective May 11, 2011

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By way of example, you are considered to be a "commercial” entity if:

1. Your company has the status of a commercial association or a commercial partnership,

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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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You are considered to be a "commercial” entity if:

1. Your company has the status of a Limited liability entity,

EU Associates Programme Advertising Fee Schedule

Operating Agreement Update – effective May 11, 2011

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If you enrolled in the Programme under our “Classic Fee Structure”, then you will earn the fixed advertising fees rates as described in Table 1 and a 4.00% fixed advertising fee rate for any number and category of other Products. These rates will continue to apply to you unless you select the standard advertising fee structure. If you wish to change your account to the standard advertising fee structure described above, please contact us , in which event the change will be effective on the first day of the next month. If you elect to change your account to the standard fee structure described above, you will not be able to revert back to the “Classic Fee Structure”.

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2. Amazon FR Site Standard Advertising Fee Rates

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The limitation on Advertising Fees of €10,00 does not apply to Qualifying Purchases of Products from the following Categories : Books, Music, Amazon MP3 Products, DVD, Javari Products.

3. Amazon DE Site Standard Advertising Fee Rates

TABLE 1 – Fixed Advertising Fee Rates for Specific Product Categories

Table 1

The limitation on Advertising Fees of €10,00 does not apply to Qualifying Purchases of Products from the following Categories : Books, Music, Amazon MP3 Products, DVD, Javari Products.

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Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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If you enrolled in the Programme under our “Classic Fee Structure” and are earning a 4.00% advertising fee rate for any number and category of Products, then that rate will continue to apply to you unless you select the standard advertising fee structure. You may change your account to the standard advertising fee structure described above by clicking here, in which event the change will be effective on the first day of the next month.

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2. Amazon FR Site Standard Advertising Fee Rates

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The limitation on Advertising Fees of €10,00 does not apply to Qualifying Purchases of Products from the following Categories : Books, Music, Amazon MP3 Products, DVD, Toys, Javari Products.

3. Amazon DE Site Standard Advertising Fee Rates

TABLE 1 – Fixed Advertising Fee Rates for Specific Product Categories

Table 1

The limitation on Advertising Fees of €10,00 does not apply to Qualifying Purchases of Products from the following Categories : Books, Music, Amazon MP3 Products, DVD.

EU Associates Programme Linking Requirements

Operating Agreement Update – effective May 11, 2011

Product prices and availability may vary from time to time. Because prices for and availability of Products that you have listed on your site may change, your site may only show prices and availability if: (a) we serve the link in which that price and availability data are displayed; or (b) you obtain Product pricing and availability data via the Product Advertising API and you comply with the requirements set forth in the Licence Agreement.

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(3) MP3 Clips Widget Link: You may place links on your site that allow you to display or publicly perform certain streamed music Content. You will use and display such Content in accordance with the requirements of this Operating Agreement. In addition, this streamed music Content may only be displayed or publicly performed via the applicable MP3 Clips Widget Link, and may not be otherwise copied, distributed, performed or sold in any manner or for any purpose whatsoever. You may not use the widget to create a comparison page or to advertise any other party’s MP3 or music retail offering.

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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Product prices and availability may vary from time to time. Because prices for and availability of Products that you have listed on your site may change, your site may only show prices and availability if: (a) we serve the link in which that price and availability data are displayed; or (b) you comply with the requirements set forth here that are applicable to displaying Product prices and availability obtained through the Product Advertising API.

(3) MP3 Clips Widget Link: You may place links on your site that allow you to display or publicly perform certain streaming music and video Content. This streaming music Content may only be displayed or publicly performed via the applicable MP3 Clips Widget Link, , or Preview Player Link and may not be otherwise copied, distributed or sold in any manner or for any purpose whatsoever. You may not use the widget to create a comparison page or to advertise any other party’s MP3 or music retail offering.

EU Associates Programme Participation Requirements

Operating Agreement Update – effective May 11, 2011

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2. You will not display or otherwise use our or our affiliates’ trademarks or logos (including any Amazon Mark) except solely as expressly permitted under and in accordance with the Operating Agreement.

3. You will not display or otherwise use any trademark or logo of any third party seller on the Amazon Site in connection with any Special Link unless you have obtained from that seller the specific right to do so.

4. You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any “Privacy Information” link or any of our or our affiliates’ trademarks or logos (including any Amazon Mark) that we include in a Special Link.

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6. You will not, without our express prior written approval, use any Content or Special Link, or otherwise link to the Amazon Site, on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device, or any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).

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8. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, you will not use, or enable or facilitate the use of, Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity.

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11. You will not seek to purchase or register any Proprietary Term for use in any Search Engine ; purchase, register, or otherwise use any Proprietary Term as or in a domain name or subdomain name; or register or use any Proprietary Term as or in any Associates ID or “tag”. In addition to any other rights or remedies available to us, upon our request, you will cause any Search Engine designated by us to exclude Proprietary Terms from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.

12. You will not bid on or purchase keywords, search terms, or other identifiers (including Proprietary Terms) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement . You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with the Operating Agreement and those paid or unpaid search results send users to your site and not directly or indirectly, via a Redirecting Link , to the Amazon Site.

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26. You will not artificially generate clicks or impressions on your site or create Sessions on the Amazon Site, whether by way of a robot or software program or otherwise.

27. You will not reproduce any customer reviews or star ratings from an Amazon Site on your site unless you have obtained that customer review or star rating through the Product Advertising API and you comply with the requirements set forth in the Licence Agreement.

28. You will not display on your site, or otherwise use, any Amazon Content to advertise or promote any products that are offered on any site which is not an Amazon Site (e.g., products offered by other retailers). You will not display on your site or otherwise use any data, images, text, or other information or content you may obtain from us that relates to Excluded Products.

29. You will not purchase, and you will ensure that no one purchases on your behalf, any Products through Special Links, including Products purchased 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).

30. You will not offer any Products for resale or commercial use of any kind.

Replaces equivalent provision from Operating Agreement – effective December 1, 2010 to May 10, 2011

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2. You will not use our or our affiliates’ trademarks or logos (including any Amazon Mark) except solely as expressly permitted under and in accordance with the Operating Agreement.

3. You will not display any trademark or logo of any third party seller on the Amazon Site in connection with any Special Link unless you have obtained from that seller the specific right to do so.

4. You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any “Privacy Information” link or any of our trademarks or logos (including any Amazon Mark) that we include in a Special Link.

6. You will not, without our express prior written approval, use any Content or Special Link, or otherwise link to the Amazon Site, on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device.

8. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, you may not use Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity.

11. You will not seek to purchase or register any keywords, search terms, or other identifiers that include the word “amazon,” “endless,” “Kindle,” or “Javari,” or any other trademark of Amazon or its affiliates, or variations or misspellings of any of those words (e.g., “ammazon,” “amaozn,” “endlss,” “enldess” “kindel,” and “javary”) (“Proprietary Terms”) in connection with any Search Engine (defined in Section 12 below) or domain or subdomain name. In addition to any other rights or remedies available to us, upon our request, you will cause any Search Engine designated by us to exclude Proprietary Terms from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.

12. You will not bid on or purchase keywords, search terms, or other identifiers (including Proprietary Terms) or otherwise participate in keyword auctions on Google, Yahoo, Bing, any site that participates in any of their respective networks, or any other search engine, portal, sponsored advertising service, or other search or referral service (each and collectively, a “Search Engine”) if the resulting paid search advertisement displays the URL of any Amazon Site or is a Redirecting Link (any such resulting advertisement, a “Paid Search Placement”). You may purchase paid search advertisements and submit links to Search Engines to appear in unpaid search results, so long as you comply with the Operating Agreement and those paid or unpaid search results send users to your site and not directly or indirectly, via a Redirecting Link, to the Amazon Site.

26. You will not artificially generate clicks or impressions on your site or create Sessions on the Amazon Site, whether by way of a robot or software program or otherwise.

Other non-substantive changes

Operating Agreement Update – effective May 11, 2011

Various other non-substantive changes are to be made to the Operating Agreement, such as:

• consistency changes - e.g. amending the term “Agreement” to “Operating Agreement”.

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