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Amazon Incentives Purchase Terms for Amazon Prime Membership Codes

Last Updated: 3 December, 2018

General Purchase Terms

These Amazon Incentives Purchase Terms for Amazon Prime Membership Codes (this "Agreement") contain the terms and conditions that govern your purchase and distribution of Amazon Prime Membership Codes and is an agreement between you or the business you represent and Amazon. When you accept this Agreement, including by clicking "Complete Registration," placing an Order (as defined below), or using any Amazon Services (as defined below), you (on behalf of yourself or the business you represent) agree to be bound by this Agreement.

The terms and conditions of this Agreement that vary from those applicable in the United States of America are given at the end of this Agreement at the following hyperlinks:

France and Belgium

Germany and Austria

Italy

Spain

United Kingdom

In this Agreement, an asterisk (*) is used to indicate terms that may be subject to territorial variations.

As used in this Agreement, "we" "us," "our," and "Amazon" means the applicable Amazon Contracting Party and any of its applicable Affiliates, and "you," "your," and "Company" means you or the business you represent and any of its Affiliates. Amazon and Company are referred to collectively as the "Parties" and individually as a "Party." Capitalized terms have the meanings given to them in this Agreement.

1. Term, Termination and Suspension.

Your ability to purchase Amazon Prime Membership Codes subject to this Agreement begins when you agree to this Agreement (by clicking "Complete Registration," placing any Order, or otherwise), and continues until either Party provides at least 30 days' notice of termination (the "Term"). Amazon may terminate or suspend this Agreement and/or your ability to purchase Amazon Prime Membership Codes at any time with or without cause upon 30 days' notice. Additionally, Amazon may terminate or suspend the Agreement immediately if Amazon believes (a) that Company has materially breached any terms of this Agreement, (b) that Company's distribution or advertising of any audio-visual or music content included in Amazon Prime Memberships may be restricted as a result of the Company Prime Offer or that Amazon or its Affiliates may face potential claims, liability or reputational harm in connection with Company's distribution or advertising of such content or any Amazon Prime Membership, or (c) that Company's program(s) or Company Prime Offer, or any Amazon Prime Membership Codes sold through such a program or Company Prime Offer, are being, have been, or may be used for fraudulent, illegal, or unauthorized activities, or that the distribution of Amazon Prime Membership Codes would violate Applicable Law or present a risk to the brand, reputation, or goodwill of Amazon or its Affiliates.

2. Effect of Termination.

Upon termination of the Agreement, Company will immediately cease all distribution of the Amazon Prime Membership Codes, except that, in the event of a termination by Amazon without cause, Company may distribute its remaining inventory of Amazon Prime Membership Codes in accordance with the Use Requirements under this Agreement for up to 30 days (the "Sell-Off Period"). After the later of (1) 10 Business Days after the effective date of termination of the Agreement; or (2) expiration of an applicable Sell-Off Period, all license rights granted to Company under the Agreement will terminate and Company will cease all uses of the Amazon Marks in connection with the Agreement.

3. Modifications.

Amazon may modify any of this Agreement's terms by posting revised terms at the Amazon Site. Company's additional Orders of Amazon Prime Membership Codes or use of Amazon Services after the effective date of the revised terms constitutes Company's acceptance of the revised terms.

4. Notice.

Notices to Company may be provided through email to any email address associated with Company's account. Notices to Amazon will be to Amazon's notice address*: Amazon Services LLC, 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: Amazon Prime Counsel; facsimile (206) 266-7010; with a copy to: Amazon.com, Inc., 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: General Counsel; facsimile (206) 266-7010.

5. Redemption of Amazon Prime Membership Codes.

Amazon reserves the right, in its sole discretion, to void or reject any Amazon Prime Membership Code for redemption that is suspected to have been obtained or created by fraud, deception, data breach, account compromise, or any other improper or illegal conduct (each, a "Security Incident"). Amazon will have no obligation to redeem or replace any other obligation or liability with respect to any such Amazon Prime Membership Code, including no obligation to monitor or investigate any such Amazon Prime Membership Code. Amazon is not required to give Company any information regarding the use or redemption of any Amazon Prime Membership Code or any other customer information in connection with a Security Incident or otherwise.

6. Information Security.

Company will maintain administrative and technical safeguards and other security measures consistent with current industry best practices to protect the security and confidentiality of Amazon Prime Membership Codes, your Amazon Site account credentials, and any other information that Company receives or uses under this Agreement from threats or hazards to its security and integrity, accidental loss, alteration, or disclosure. Additionally, after Company distributes any Amazon Prime Membership Codes to Customers, Company must securely delete and/or remove such Amazon Prime Membership Codes from all of Company's electronic and physical systems.

7. No Targeting.

Company will not sell, lease, or rent the information that an individual Customer is an intended user of the Amazon Site(s) and/or the Amazon Prime Membership Codes for any purpose, or use such information for purposes of sales, promotion, or advertisement of any kind to any Customer. Nothing in this Section will prevent Company from conducting marketing activities based solely on information independently acquired or developed by Company through activities unconnected to the Agreement.

8. No Fees.

Company will not charge or allow any fees in connection with the use or distribution of Amazon Prime Membership Codes.

9. Distribution; Brand Use Compliance.

(a) Amazon reserves the right, in its sole discretion, to prohibit advertisement, offer, and/or distribution of Amazon Prime Membership Codes in any geographic location, in any manner, and by any individual or entity. In no event may the distribution of Amazon Prime Membership Codes include sales at physical retail locations.

(b) Company may offer, sell and/or distribute Amazon Prime Membership Codes for purposes of employee or customer incentive, loyalty, rewards, recognition, disbursement or gifting programs as set forth in this Agreement. Any other sale or distribution of Amazon Prime Membership Codes, whether purposeful, as a result of negligence or otherwise (e.g., related to a Security Incident) is prohibited.

(c) The Brand Use Resource Center sets forth the required form of fulfillment terms and an approved logo to be provided by Company to Customers ("Fulfillment Terms"), and Company will distribute them, without modification, only to the intended Customer(s). Upon Amazon's written request, Company will update any electronic use or display of the Fulfillment Terms within 3 Business Days after such request and update any pre-printed or physical materials containing the Fulfillment Terms within 30 days after such request.

(d) Company will obtain Amazon's prior written consent (including via the online portal or electronic mail provided by Amazon) for each use of Amazon Prime Membership Codes ("Use Case") and all promotional or other materials created in connection with Company's or any Client's advertising or distribution of the Amazon Prime Membership Codes (including any use of Amazon Marks) ("Placements"). Amazon has no responsibility for the creation of Placements; however, Amazon will provide Company with the Amazon Marks to be used in connection with the Placements. All Use Cases, Placements and uses of Amazon Marks must comply with the Brand Use Requirements.

(e) In accordance with the Brand Use Requirements, Company will not imply that Amazon is a sponsor in connection with any promotions, incentive, or similar use of Amazon Prime Membership Codes.

(f) Company may not use the Amazon Prime Membership Codes in any unsolicited electronic message or other unsolicited electronic, telephonic or physical communications.

(g) Company will not use the Amazon brand to disparage Amazon, its products or services, or partners in any manner which Amazon believes, in its sole discretion, may diminish or otherwise damage or tarnish Amazon's goodwill.

10. License to Amazon Marks.

Amazon grants to Company a fully paid-up, non-exclusive, non-transferable, non-sublicensable (except as set forth in this paragraph), revocable, non-assignable right and limited license during the Term to reproduce and display the Amazon Marks in that comply with the Use Requirements in the Territory. Except as expressly provided in the Agreement, Company may not use any Amazon Marks, and Amazon is not granting Company a license to use, reproduce, perform, display, or distribute any Intellectual Property of Amazon or any of its Affiliates. Amazon reserves all right, title, and interest in and to the Amazon Materials and any of its or its Affiliates' other Intellectual Property. All goodwill arising out of Company's use of the Amazon Marks will inure to the sole benefit of Amazon, its Affiliates, and its licensors. Amazon may revoke the foregoing license or modify any prior authorization for the use of Amazon Materials from time to time in its sole discretion. Company will (a) conform its electronic or online use, display, and distribution of the Amazon Materials within 3 Business Days of notice from Amazon, and (b) update any pre-printed or physical materials containing the Amazon Materials within 30 days of notice from Amazon, or in either case within such earlier time as may be required by Applicable Law.

11. Orders and Amazon's Acceptance of Orders.

Subject to this Agreement, Company may make offers for the purchase of Amazon Prime Membership Codes via the Ordering Portal (each, an "Order"). Amazon may accept Orders in accordance with the terms of this Agreement, or reject Orders for any of the reasons listed in Section 1.

12. Delivery; Risk of Loss.

Upon acceptance of an Order, Amazon will deliver the applicable Amazon Prime Membership Codes to Company via the delivery method selected by Company from the options on the Ordering Portal. Upon Amazon's initiation of Amazon's electronic transmission of Amazon Prime Membership Codes, all risk of loss and title for the Amazon Prime Membership Codes will pass to Company or its designated recipient, as applicable. Amazon will have no liability, obligation or responsibility for Claims or losses thereafter, including, without limitation, that Amazon has no responsibility to reissue or replace Amazon Prime Membership Codes that are lost, stolen, misappropriated, or cancelled as a result of any Security Incident or otherwise.

13. Payment; Minimum Purchase Requirements; Return.

Company must prepay Amazon an amount equal to the aggregate Purchase Price of the Amazon Prime Membership Codes in each Order. If Company agrees to a Minimum Purchase Requirement and receives a Discount, Company will be required to repay any Discount it received in the event that the Minimum Purchase Requirement is not met. This also applies in the event that Company breaches this Agreement. Amazon reserves the right to offset such repayment obligation against any Credit. The above does not apply if Company's failure is attributable to Amazon's termination of the Agreement without cause. Except with written consent of Amazon, payments must be made by wire transfer to the account designated by Amazon. Company may establish a prepaid credit (a "Credit") with Amazon, from which Amazon will deduct the amount of each subsequent Order Amazon accepts. Amazon Prime Membership Codes are non-returnable and non-refundable. Company may request a return of any Credit held by Amazon and, subject to the other terms of this Agreement, Amazon will return such Credit within 60 days of such request.

14. Offset.

Amazon may offset any amounts owed to Amazon under the Agreement from any Credit or payments by Company to Amazon under the Agreement. Amazon may also take offsets for any potential Claims or losses related to or arising from Company's breach of the Agreement or any Security Incident.

15. Taxes.*

Each Party will be responsible for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party with respect to the transactions and payments under the Agreement. All payments made by Company to Amazon under the Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Company will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under the Agreement. Amazon will provide Company with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Agreement.

16. Disclaimers.

Except as expressly provided in the Agreement, neither Party nor any of its Affiliates makes any representations or warranties in relation to the Agreement, the services provided under the Agreement or its performance under the Agreement, including (without limitation) implied warranties of merchantability, non-infringement, fitness for a particular purpose, or implied warranties arising out of course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing, neither Amazon nor any of its Affiliates makes any representations or warranties that: (a) its or its Affiliates' network or services, including the Amazon Services (i) will always be error-free, accurate, or free of harmful components, or (ii) will be accessible without interruption; or (b) any content, including Company's content, will be secure or not otherwise lost or damaged. Amazon Services are "as is."

17. Limitations and Reservations.

Each Party's entire liability arising out of or in connection with the Agreement (whether claims are asserted under contract, tort, statute, equity or otherwise) will not exceed* $50,000, and neither Party nor its Affiliates will be liable to the other for indirect, incidental, special, consequential, punitive, or exemplary damages arising out of the Agreement; provided, however, that the foregoing limitations do not apply to (a) Company's obligation to pay amounts accrued or payable to Amazon under the Agreement, (b) Losses against which a Party is entitled to indemnification pursuant to Section 19 (Indemnification), (c) liabilities arising out of or relating to any breach of the security requirements or a Security Incident as set forth in Sections 5 and 6; or (d) liabilities arising out of or relating to any breach of Section 7 (No Targeting), Section 10 (License to Amazon Marks), any of the Use Requirements or the terms for any of the Amazon Services.* Except with respect to Company's payment obligations for Amazon Prime Membership Codes, in no event will either Party's liability arising out of or in connection with the Agreement exceed* $5 million.

18. Indemnification.

Company will defend, indemnify, and hold harmless Amazon, Amazon's Affiliates, and each of their respective employees, directors, officers, shareholders, contractors, and representatives ("Amazon Indemnified Parties") against any third-party Claim and indemnify each Amazon Indemnified Party from and against any and all Losses arising out of any such third-party Claim to the extent any such third-party Claim or Loss arises from or is related to (a) any use, distribution, or sale of Amazon Prime Membership Codes by Company or its employees, directors, officers, shareholders, contractors, representatives, or agents, and all associated marketing and promotional activities undertaken by Company, or any Security Incident in relation to any Amazon Prime Membership Codes delivered to Company under this Agreement, (b) any violation, misappropriation, or infringement by Company of the Intellectual Property of any third party, (c) any deceptive, fraudulent, or unauthorized activity or violations of Applicable Law by Company or its employees, directors, officers, shareholders, contractors, representatives, or agents in connection with the performance of the Agreement, (d) any breach of the terms of use for any Amazon Service, (e) Company's use of the Amazon Services, or (f) any taxes that Company is legally obligated to pay in any jurisdiction.

Amazon will defend, indemnify and hold harmless Company, Company's Affiliates, and each of their respective employees, directors, officers, shareholders, contractors, and representatives (each, a "Company Indemnified Party" and together with the Amazon Indemnified Parties, the "Indemnified Parties") against any third-party Claim and indemnify each Company Indemnified Party from and against any and all Losses arising out of any such third-party Claim to the extent any such third-party Claim or Loss is based on or related to Company's use of the Amazon Marks in compliance with this Agreement that violates, misappropriates, or infringes the Intellectual Property of any third party.

19. Indemnification Procedure.

The Indemnified Party will promptly notify the Party from whom indemnification is sought (the "Indemnifying Party") of any Claim subject to Section 19 (Indemnification), but the Indemnified Party's failure to promptly notify the Indemnifying Party will only affect Indemnifying Party's obligations under such Section to the extent that the Indemnified Party's failure prejudices the Indemnifying Party's ability to defend the Claim. The Indemnifying Party may (a) use counsel of the Indemnifying Party's own choosing (subject to the Indemnified Party's written consent, which will not be unreasonably withheld) to defend against any Claim, and (b) settle the Claim, provided that the Indemnifying Party obtains the Indemnified Party's prior written consent before entering into any settlement. The Indemnified Party (at its cost) may participate in the defense and settlement of the Claim at any time; provided that it may not settle the Claim without the Indemnifying Party's prior written consent.

20. Governing Law; Venue.*

The Agreement will be governed by the laws of the State of Washington, without reference to its conflicts of law rules. Any dispute or claim arising from or relating to the Agreement is subject to the binding arbitration, governing law, disclaimer of warranties, and limitation of liability and all other terms in the Conditions of Use. Company agrees to those terms by entering into the Agreement, submitting Orders for Amazon Prime Membership Codes or using Amazon Services. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.

21. Representations.

Company represents and warrants to Amazon that: (a) if Company is a business, and it is duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction in which it is registered; (b) Company has all requisite right, power, and authority, including any necessary consent, to enter into this Agreement, perform its obligations (including with respect to the use of any Amazon Services and with respect to any information shared with Amazon), and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by Company or its Affiliates to Amazon or its Affiliates is at all times accurate and complete and will not violate, misappropriate, or infringe any intellectual property right (including but not limited to trademark rights, copyrights, moral rights and publicity rights) of any third party; and (d) Company and all of its subcontractors, agents, and suppliers will comply with all Applicable Laws in its performance of its obligations and exercise of its rights under this Agreement.

22. Relationship of the Parties; Publicity.

Company is an independent contractor to Amazon and will have no right, authority, or power to create any obligation or responsibility, express or implied, on behalf of or in the name of Amazon. The Agreement does not create any relationship between Company and Amazon such as agent, partnership, joint venture, or employer and employee. Company is solely responsible for the employment, direction, and control of its employees and agents with respect to marketing promotion, distribution, and sale of the Amazon Prime Membership Codes. Company will not issue any press release or make any other public communication regarding the Agreement without Amazon's prior written consent.

23. Assignment.

Neither party may assign this Agreement without the prior written consent of the other party, except that Amazon may assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction.

24. No Third-Party Beneficiaries.

The Agreement is only for the benefit of, and will be enforceable only by, Company, Amazon, and Amazon's Affiliates. Except as expressly provided in the Agreement, (a) the Agreement is not intended to confer any right or benefit on any third party (including any Affiliate, employee, director, officer, shareholder, contractor, representative, or agent of Company, Client, or Recipient); and (b) no action may be commenced or prosecuted against a Party by any third party claiming as a third-party beneficiary of the Agreement or any of the transactions contemplated by the Agreement.

25. Entire Agreement.

The Agreement represents the entire agreement between the Parties with respect to its subject matter and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter. Neither Party will be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement). In the event that any term, condition, or other provision (a) submitted by Company in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, purchase order, supplier form, or other questionnaire, or (c) related to any invoicing process that Company submits or requires Amazon to complete is inconsistent with the terms of this Agreement, the terms of this Agreement will control.

26. No Waiver.

The failure by either Party to enforce any provision of the Agreement or to exercise any rights or remedies under the Agreement will not constitute a waiver of that provision nor limit such Party's right to enforce that provision or exercise those rights at a later time. The remedies specified in the Agreement are cumulative and are in addition to any other remedies that may be available under Applicable Law.

27. Survival.

Together with Company's payment obligations under this Agreement, upon any termination of the Agreement, the following Sections will survive: Section 2 (Effect of Termination), 9 (Distribution; Brand Use Compliance), and 10 (License to Amazon Marks) (only for any Sell-Off Period permitted under Section 2); Sections 5 (Redemption of Amazon Prime Membership Codes), 6 (Information Security), and 8 (No Fees); Section 7 (No Targeting) (only for so long as Company retains Recipient information); and Sections 18 (Offset), 17 (Disclaimers), 18 (Limitations and Reservations), 19 (Indemnification), 20 (Indemnification Procedure) and 21 (Governing Law; Venue) (only for the period of time during which a Claim may be made in relation to this Agreement).

28. Severability.

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Definitions

Except as specified otherwise, the following terms have the following meanings.

"Affiliate" means with respect to any person or entity (including either Party), any other person or entity that directly or indirectly controls, is controlled by or is under common control with that person or entity.

"Amazon Contracting Party"* means Amazon Services LLC, a Nevada limited liability company.

"Amazon Marks"* means the Amazon.com trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Use Resource Center.

"Amazon Materials" means the Fulfillment Terms, the Amazon Marks, and all other user manuals, training materials, product descriptions, specifications, brochures, technical manuals, policies, requirements documents, supporting materials, and other information provided or made available by Amazon or its Affiliates to Company, regardless of format.

Amazon Prime” means the basic tier of the Amazon Prime membership program as made available to customers in the Territory during the Term, which – subject to change - includes benefits regarding shipping, digital content, photo storage and additional offers.

Amazon Prime Membership” means a membership of Amazon Prime.

Amazon Prime Membership Code” means a unique code that Amazon will provide to Company for provision to each Customer that may be redeemed for an Amazon Prime Membership. Each Amazon Prime Membership Code will be valid for a period of 2years.

"Amazon Site(s)"* means that website located at https://www.amazon.com and certain other websites owned and operated by Amazon.com or its Affiliates, as specified by Amazon.com from time to time, including any successors or replacements thereto.

"Applicable Law" means all applicable laws, statutes, ordinances, rules, regulations, orders or determinations of any federal, state, provincial, or local governmental authority.

"Brand Use Requirements" means all requirements and guidelines for promotion of Amazon Prime Membership Codes and the use of the Amazon Marks and brand including those set forth at the Brand Use Resource Center, as may be modified by Amazon from time to time in its sole discretion.

"Brand Use Resource Center"* means the guidelines with respect to the Amazon Marks located at https://s3.amazonaws.com/BURC_Pages/Prime.html, or any replacement site that Amazon may provide from time to time.

"Business Day" means any day except Saturday, Sunday, or a day on which banks in the Territory are generally closed.

"Claim" means any claim, action, audit, investigation, inquiry or other proceeding, which includes, for clarity, a claim by a Recipient for Prime Membership Code value.

Company Prime Offer” means an offering comprised of an Amazon Prime Membership offered to Customers as part of an offer approved by Amazon in accordance with this agreement.

"Conditions of Use"* means the Amazon.com Conditions of Use or the Conditions of Use for the applicable Amazon Site.

Customer” means a person or entity that during the Term or any Sell-Off Period receives an Amazon Prime Membership Code from Company as part of a Company Prime Offer.

"Discount" means a percentage reduction in the Purchase Price from the denominated value of purchased Amazon Prime Membership Codes.

"Intellectual Property" means any patent, copyright, trademark, trade dress, trade name or trade secret right and any other intellectual property or proprietary right.

"Losses" means any claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim.

"Minimum Purchase Requirement" means an obligation by Company to purchase a minimum amount of Amazon Prime Membership Codes

"Ordering Portal" means the website designated by Amazon for placing Orders, as modified from time to time by Amazon in its sole discretion.

"Purchase Price" means the price paid by Company for each Amazon Prime Membership Code. The applicable Purchase Price (incl. any potential discounts) will be displayed in the Ordering Portal.

"Territory"* means the United States of America including its territories and possessions.

"Use Requirements" means, collectively, Sections 5 (Redemption of Amazon Prime Membership Codes), 8 (No Fees), 9 (Distribution; and Brand Use Compliance).

Territorial Variations

FRANCE AND BELGIUM

For distribution of Amazon Prime Membership Codes to be redeemed on www.amazon.fr, for customers in France and Belgium, the Agreement is modified as follows:

FR-1. Notice

In Section 4 (Notice), Amazon's notice address is: Amazon EU S.à r.l., 38 avenue John F. Kennedy, L-1855 Luxembourg , Attn: EU Legal Director with copies to Amazon Media EU S.à r.l, 38 avenue John F. Kennedy, L-1855 Luxembourg and Amazon Video Limited, 1 Principal Place, Worship Street, London EC2A 2FA.

FR-2. Tax

Section 15 (Taxes) is modified to read in its entirety as follows:

15. Taxes:

Each Party will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. For any payments made under this Agreement, the payee may charge and the payer will pay applicable national, stator or local sales or use taxes or value added taxes that the payee is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that the payee provides to the payor and the payee's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Neither Party shall collect, nor pay, any such Taxes or duty for which the other Party furnishes a properly completed exemption certificate or a direct payment permit certificate or for which either Party may claim an available exemption from Taxes. Either Party may deduct or withhold any taxes that such Party may be legally obligated to deduct or withhold from any amounts payable to the other Party under this Agreement, and payment to the other Party as reduced by such withholding or deduction will constitute full payment and settlement of amounts payable to the other party under this Agreement. Throughout the term of this Agreement, each Party will provide the other Party with such tax forms, documents or certificates as may be required for such other Party to satisfy any information or withholding tax obligations with respect to any payments made under this Agreement.

FR-3. Limitations and Reservations

  1. (a) In Section 17 (Limitations and Reservations), the limits of $50,000 and $5,000,000 marked with an asterisk (*) are replaced with limits of €50,000 and €5,000,000, respectively.
  2. (b) The last sentence of Section 17 (Limitations and Reservations) is modified and amended to read in its entirety as follows:
Except in connection with (a) Company's payment obligations for Amazon Prime Membership Codes or (b) a Party's gross negligence or willful misconduct, in no event will either Party's liability arising out of or in connection with the Agreement exceed €5 million. Each Amazon Party is severally liable for its own obligations under this Agreement and each Order and is not jointly liable for the obligations of any other Amazon Party under this Agreement or any Order.

FR-4. Governing Law; Venue

Section 20 (Governing Law; Venue) is modified to read in its entirety as follows:

20. Governing Law; Venue. This Agreement will be governed by and in accordance with the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

FR-5. Definition

Certain definitions are modified in their entirety as follows:

"Amazon Contracting Party" means Amazon EU S.à r.l. a private limited liability company (société à responsabilité limitée), organized in Luxembourg, with registered office in 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 101.818; Amazon Media EU S.a.r.l., a private limited liability company (société à responsbilité limitée), organized in Luxembourg, with its registered office at 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under B-101.818 and Amazon Video Limited with offices located in 1 Principal Place, Worship Street, London EC2A 2FA (Company Registered Number: 6528297)

"Amazon Marks" means the Amazon.fr and the Amazon Prime trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Resource Center.

"Amazon Site" means the website with the primary URL located at www.amazon.fr for Customers located in France and Belgium (and any successor or replacement website or URL).

"Brand Usage Guidelines" means the guidelines with respect to the Amazon Marks located here or any replacement site that Amazon may provide from time to time.

"Conditions of Use" means the Conditions d'utilisation et générales de vente located here.

"Territory" means France and Belgium.

GERMANY AND AUSTRIA

For distribution of Amazon Prime Membership Codes to be redeemed on www.amazon.de for Customers in Germany and Austria, the Agreement is modified as follows:

DE-1. Notice

In Section 4 (Notice), Amazon's notice address is: Amazon EU S.à r.l., 38 avenue John F. Kennedy, L-1855 Luxembourg, Attn: EU Legal Director with copies to Amazon Media EU S.à r.l, 38 avenue John F. Kennedy, L-1855 Luxembourg and Amazon Instant Video Germany GmbH, Marcel-Breuer-Str. 8. D-80807 München.

DE-2. Tax

Section 15 (Taxes) is modified to read in its entirety as follows:

15. Taxes:

Each Party will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. For any payments made under this Agreement, the payee may charge and the payer will pay applicable national, stator or local sales or use taxes or value added taxes that the payee is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that the payee provides to the payor and the payee’s invoices state such Taxes separately and meet the requirements for a valid tax invoice. Neither Party shall collect, nor pay, any such Taxes or duty for which the other Party furnishes a properly completed exemption certificate or a direct payment permit certificate or for which either Party may claim an available exemption from Taxes. Either Party may deduct or withhold any taxes that such Party may be legally obligated to deduct or withhold from any amounts payable to the other Party under this Agreement, and payment to the other Party as reduced by such withholding or deduction will constitute full payment and settlement of amounts payable to the other party under this Agreement. Throughout the term of this Agreement, each Party will provide the other Party with such tax forms, documents or certificates as may be required for such other Party to satisfy any information or withholding tax obligations with respect to any payments made under this Agreement.

DE-3. Limitations and Reservations

(a) In Section 17 (Limitations and Reservations), the limits of $50,000 and $5,000,000 marked with an asterisk (*) are replaced with limits of €50,000 and €5,000,000, respectively.

(b) The last sentence of Section 17 (Limitations and Reservations) is modified and amended to read in its entirety as follows:

Except in connection with (a) Company’s payment obligations for Amazon Prime Membership Codes or (b) a Party’s gross negligence or willful misconduct, in no event will either Party's liability arising out of or in connection with the Agreement exceed €5 million. Each Amazon Party is severally liable for its own obligations under this Agreement and each Order and is not jointly liable for the obligations of any other Amazon Party under this Agreement or any Order.

DE-4. Governing Law; Venue

Section 20 (Governing Law; Venue) is modified to read in its entirety as follows:

20. Governing Law; Venue. This Agreement will be governed by and in accordance with the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

DE-5. Definition

Certain definitions are modified in their entirety as follows:

Amazon Contracting Party” means Amazon EU S.à r.l. a private limited liability company (société à responsabilité limitée), organized in Luxembourg, with registered office in 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 101.818; Amazon Media EU S.a.r.l., a private limited liability company (société à responsbilité limitée), organized in Luxembourg, with its registered office at 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under B-101.818 and Amazon Instant Video Germany GmbH with registered offices in Marcel-Breuer-Str. 8. D-80807 München and registered with the Handelsregister in Munich under HRB 181149.

Amazon Marks” means the Amazon.de and the Amazon Prime trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Resource Center.

Amazon Site” means the website with the primary URL located at www.amazon.de for Customers located in Germany and Austria (and any successor or replacement website or URL).

Brand Usage Guidelines” means the guidelines with respect to the Amazon Marks located here or any replacement site that Amazon may provide from time to time.

Conditions of Use” means the Amazon.de Allgemeine Geschäftsbedingungen located here.

Territory” means Germany and Austria.

ITALY

For distribution of Amazon Prime Membership Codes to be redeemed on www.amazon.it for customers in Italy, the Agreement is modified as follows:

IT-1. Notice

In Section 4 (Notice), Amazon's notice address is: Amazon EU S.à r.l., 38 avenue John F. Kennedy, L-1855 Luxembourg , Attn: EU Legal Director with copies to Amazon Media EU S.à r.l, 38 avenue John F. Kennedy, L-1855 Luxembourg and Amazon Video Limited, 1 Principal Place, Worship Street, London EC2A 2FA.

IT-2. Tax

Section 15 (Taxes) is modified to read in its entirety as follows:

15. Taxes:

Each Party will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. For any payments made under this Agreement, the payee may charge and the payer will pay applicable national, stator or local sales or use taxes or value added taxes that the payee is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that the payee provides to the payor and the payee's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Neither Party shall collect, nor pay, any such Taxes or duty for which the other Party furnishes a properly completed exemption certificate or a direct payment permit certificate or for which either Party may claim an available exemption from Taxes. Either Party may deduct or withhold any taxes that such Party may be legally obligated to deduct or withhold from any amounts payable to the other Party under this Agreement, and payment to the other Party as reduced by such withholding or deduction will constitute full payment and settlement of amounts payable to the other party under this Agreement. Throughout the term of this Agreement, each Party will provide the other Party with such tax forms, documents or certificates as may be required for such other Party to satisfy any information or withholding tax obligations with respect to any payments made under this Agreement.

IT-3. Limitations and Reservations

  1. (a) In Section 17 (Limitations and Reservations), the limits of $50,000 and $5,000,000 marked with an asterisk (*) are replaced with limits of €50,000 and €5,000,000, respectively.
  2. (b) The last sentence of Section 17 (Limitations and Reservations) is modified and amended to read in its entirety as follows:
Except in connection with (a) Company's payment obligations for Amazon Prime Membership Codes or (b) a Party's gross negligence or willful misconduct, in no event will either Party's liability arising out of or in connection with the Agreement exceed €5 million. Each Amazon Party is severally liable for its own obligations under this Agreement and each Order and is not jointly liable for the obligations of any other Amazon Party under this Agreement or any Order.

IT-4. Governing Law; Venue

Section 20 (Governing Law; Venue) is modified to read in its entirety as follows:

20. Governing Law; Venue. This Agreement will be governed by and in accordance with the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

IT-5. Definition

Certain definitions are modified in their entirety as follows:

"Amazon Contracting Party" means Amazon EU S.à r.l. a private limited liability company (société à responsabilité limitée), organized in Luxembourg, with registered office in 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 101.818; Amazon Media EU S.a.r.l., a private limited liability company (société à responsbilité limitée), organized in Luxembourg, with its registered office at 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under B-101.818 and Amazon Video Limited with offices located in 1 Principal Place, Worship Street, London EC2A 2FA (Company Registered Number: 6528297)

"Amazon Marks" means the Amazon.it and the Amazon Prime trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Resource Center.

"Amazon Site" means the website with the primary URL located at www.amazon.it for Customers located in Italy (and any successor or replacement website or URL).

"Brand Usage Guidelines" means the guidelines with respect to the Amazon Marks located here or any replacement site that Amazon may provide from time to time.

"Conditions of Use" means the Condizioni Generali de Uso e Vendita located here.

"Territory" means Italy.

SPAIN

For distribution of Amazon Prime Membership Codes to be redeemed on www.amazon.es for customers in Spain, the Agreement is modified as follows:

ES-1. Notice

In Section 4 (Notice), Amazon's notice address is: Amazon EU S.à r.l., 38 avenue John F. Kennedy, L-1855 Luxembourg , Attn: EU Legal Director with copies to Amazon Media EU S.à r.l, 38 avenue John F. Kennedy, L-1855 Luxembourg and Amazon Video Limited, 1 Principal Place, Worship Street, London EC2A 2FA.

ES-2. Tax

Section 15 (Taxes) is modified to read in its entirety as follows:

15. Taxes:

Each Party will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. For any payments made under this Agreement, the payee may charge and the payer will pay applicable national, stator or local sales or use taxes or value added taxes that the payee is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that the payee provides to the payor and the payee's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Neither Party shall collect, nor pay, any such Taxes or duty for which the other Party furnishes a properly completed exemption certificate or a direct payment permit certificate or for which either Party may claim an available exemption from Taxes. Either Party may deduct or withhold any taxes that such Party may be legally obligated to deduct or withhold from any amounts payable to the other Party under this Agreement, and payment to the other Party as reduced by such withholding or deduction will constitute full payment and settlement of amounts payable to the other party under this Agreement. Throughout the term of this Agreement, each Party will provide the other Party with such tax forms, documents or certificates as may be required for such other Party to satisfy any information or withholding tax obligations with respect to any payments made under this Agreement.

ES-3. Limitations and Reservations

  1. (a) In Section 17 (Limitations and Reservations), the limits of $50,000 and $5,000,000 marked with an asterisk (*) are replaced with limits of €50,000 and €5,000,000, respectively.
  2. (b) The last sentence of Section 17 (Limitations and Reservations) is modified and amended to read in its entirety as follows:
Except in connection with (a) Company's payment obligations for Amazon Prime Membership Codes or (b) a Party's gross negligence or willful misconduct, in no event will either Party's liability arising out of or in connection with the Agreement exceed €5 million. Each Amazon Party is severally liable for its own obligations under this Agreement and each Order and is not jointly liable for the obligations of any other Amazon Party under this Agreement or any Order.

ES-4. Governing Law; Venue

Section 20 (Governing Law; Venue) is modified to read in its entirety as follows:

20. Governing Law; Venue. This Agreement will be governed by and in accordance with the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

ES-5. Definition

Certain definitions are modified in their entirety as follows:

"Amazon Contracting Party" means Amazon EU S.à r.l. a private limited liability company (société à responsabilité limitée), organized in Luxembourg, with registered office in 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 101.818; Amazon Media EU S.a.r.l., a private limited liability company (société à responsbilité limitée), organized in Luxembourg, with its registered office at 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under B-101.818 and Amazon Video Limited with offices located in 1 Principal Place, Worship Street, London EC2A 2FA (Company Registered Number: 6528297)

"Amazon Marks" means the Amazon.es and the Amazon Prime trademark, logo and related tagline, as described in the Bran Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Resource Center.

"Amazon Site" means the website with the primary URL located at www.amazon.es for Customers located in Spain (and any successor or replacement website or URL).

"Brand Usage Guidelines" means the guidelines with respect to the Amazon Marks located here or any replacement site that Amazon may provide from time to time.

"Conditions of Use" means the Condiciones de Uso y Venta located here.

"Territory" means Spain.

UNITED KINGDOM

For distribution of Amazon Prime Membership Codes to be redeemed on www.amazon.co.uk, for customers in the United Kingdom, the Agreement is modified as follows:

UK-1. Notice

In Section 4 (Notice), Amazon's notice address is: Amazon EU S.à r.l., 38 avenue John F. Kennedy, L-1855 Luxembourg , Attn: EU Legal Director with copies to Amazon Media EU S.à r.l, 38 avenue John F. Kennedy, L-1855 Luxembourg and Amazon Video Limited, 1 Principal Place, Worship Street, London EC2A 2FA.

UK-2. Tax

Section 15 (Taxes) is modified to read in its entirety as follows:

15. Taxes:

Each Party will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. For any payments made under this Agreement, the payee may charge and the payer will pay applicable national, stator or local sales or use taxes or value added taxes that the payee is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that the payee provides to the payor and the payee's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Neither Party shall collect, nor pay, any such Taxes or duty for which the other Party furnishes a properly completed exemption certificate or a direct payment permit certificate or for which either Party may claim an available exemption from Taxes. Either Party may deduct or withhold any taxes that such Party may be legally obligated to deduct or withhold from any amounts payable to the other Party under this Agreement, and payment to the other Party as reduced by such withholding or deduction will constitute full payment and settlement of amounts payable to the other party under this Agreement. Throughout the term of this Agreement, each Party will provide the other Party with such tax forms, documents or certificates as may be required for such other Party to satisfy any information or withholding tax obligations with respect to any payments made under this Agreement.

UK-3. Limitations and Reservations

  1. (a) In Section 17 (Limitations and Reservations), the limits of $50,000 and $5,000,000 marked with an asterisk (*) are replaced with limits of £50,000 and £5,000,000, respectively.
  2. (b) The last sentence of Section 17 (Limitations and Reservations) is modified and amended to read in its entirety as follows:
Except in connection with (a) Company's payment obligations for Amazon Prime Membership Codes or (b) a Party's gross negligence or willful misconduct, in no event will either Party's liability arising out of or in connection with the Agreement exceed £5 million. Each Amazon Party is severally liable for its own obligations under this Agreement and each Order and is not jointly liable for the obligations of any other Amazon Party under this Agreement or any Order.

UK-4. Governing Law; Venue

Section 20 (Governing Law; Venue) is modified to read in its entirety as follows:

20. Governing Law; Venue. This Agreement will be governed by and in accordance with the laws of the Grand Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

UK-5. Definition

Certain definitions are modified in their entirety as follows:

"Amazon Contracting Party" means Amazon EU S.à r.l. a private limited liability company (société à responsabilité limitée), organized in Luxembourg, with registered office in 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 101.818; Amazon Media EU S.a.r.l., a private limited liability company (société à responsbilité limitée), organized in Luxembourg, with its registered office at 38 avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Trade and Companies Register under B-101.818 and Amazon Video Limited with offices located in 1 Principal Place, Worship Street, London EC2A 2FA (Company Registered Number: 6528297)

"Amazon Marks" means the Amazon.co.uk and the Amazon Prime trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that Amazon provides to Company in writing or in the Brand Resource Center.

"Amazon Site" means the website with the primary URL located at www.amazon.co.uk for Customers located in the United Kingdom (and any successor or replacement website or URL).

"Brand Usage Guidelines" means the guidelines with respect to the Amazon Marks located here or any replacement site that Amazon may provide from time to time.

"Conditions of Use" means the Conditions of Use & Sale located here.

"Territory" means United Kingdom.

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