Amazon.com Inc. et al v. aalitood et al
Filing
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COMPLAINT FOR DAMAGES AND EQUITABLE RELIEF against All Defendants (Receipt # AWAWDC-8003544) filed by Canon Kabushiki Kaisha, Amazon.com, Inc., Canon U.S.A., Inc., Amazon.com Services LLC. (Attachments: #1 Civil Cover Sheet, #2 Report on Patents and Trademarks (AO Form 120), #3 Summons aalitood, #4 Summons AINTELS, #5 Summons Buster B Bags, #6 Summons Calso4you, #7 Summons CLBAT, #8 Summons Dana Miller lv, #9 Summons Eguobie, #10 Summons EOSCECAM, #11 Summons FALLS INDN, #12 Summons ispeedpower, #13 Summons James Nelson kak, #14 Summons JIASNELD, #15 Summons Kathryn L Patrick, #16 Summons KONTARKE, #17 Summons Lucky Always, #18 Summons Maria A Escareno, #19 Summons MARKDCAM, #20 Summons MARKIIV, #21 Summons NB-powershot, #22 Summons POWERSHOTG, #23 Summons POWERSHOTG1, #24 Summons Pustoel, #25 Summons SHOTAUT, #26 Summons SPRINGBTY, #27 Summons SUKAMIHO, #28 Summons Tom Meyerc, #29 Summons uptorebel, #30 Summons YCMATS, #31 Summons YYCMIN)(Rainwater, Lauren) .
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 1 of 117
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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE
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AMAZON.COM, INC., a Delaware
corporation; AMAZON.COM SERVICES LLC,
a Delaware limited liability company; CANON
KABUSHIKI KAISHA, a Japanese corporation;
and CANON U.S.A., INC., a New York
corporation,
No.
COMPLAINT FOR DAMAGES
AND EQUITABLE RELIEF
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Plaintiffs,
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v.
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Individuals and Entities Doing Business as
Certain Amazon Selling Accounts Identified in
SCHEDULES 1A and 1B; and DOES 1-10,
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Defendants.
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I.
1.
INTRODUCTION
This case involves Defendants’ unlawful and expressly prohibited sale of
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counterfeits of Canon-branded camera chargers and batteries developed by Canon Kabushiki
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Kaisha and imported, marketed, and sold in the United States by its wholly-owned subsidiary
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Canon U.S.A., Inc. (collectively, “Canon”). Amazon.com, Inc., and Amazon.com Services LLC
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(collectively, “Amazon”) and Canon (together with Amazon, “Plaintiffs”) jointly bring this
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lawsuit to permanently prevent and enjoin Defendants from causing future harm to Amazon’s
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and Canon’s customers, reputations, and intellectual property (“IP”), and to hold Defendants
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accountable for their illegal actions.
Davis Wright Tremaine LLP
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 2 of 117
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2.
Amazon owns and operates the Amazon.com store (the “Amazon Store”) and
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equivalent counterpart international stores and websites. Amazon’s stores offer products and
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services to customers in more than 100 countries around the globe. Some of the products are sold
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directly by Amazon, while others are sold by Amazon’s numerous third-party selling partners.
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The Amazon brand is one of the most well-recognized, valuable, and trusted brands in the world.
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To protect its customers and safeguard its reputation for trustworthiness, Amazon invests heavily
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in both time and resources to prevent counterfeit and infringing goods from being sold in its
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stores. In 2022 alone, Amazon invested over $1.2 billion and employed more than 15,000 people
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to protect its stores from fraud and abuse. Amazon stopped over 800,000 suspected bad-actor
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selling accounts before they published a single listing for sale.
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Canon is one of the most successful suppliers of printing, photographic, and
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imaging equipment and related goods, with a long history of marketing and selling high quality
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products since its founding in 1937. Canon develops cutting edge photographic technology.
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Canon Kabushiki Kaisha, through its wholly-owned United States subsidiary, Canon U.S.A.,
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Inc., imports, markets, distributes, and sells Canon-branded cameras and camera accessories
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under its famous trademarks.
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4.
Canon, along with its contractors, develops, designs, and manufactures batteries
and chargers designed to work with each of its camera models.
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Canon owns, manages, enforces, licenses, and maintains IP, including various
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trademarks. Relevant to this Complaint, Canon Kabushiki Kaisha owns the following registered
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trademarks (“Canon Trademarks”).
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Mark
Registration No. (International Classes)
CANON
1,315,232 (IC 009)
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3,189,094 (IC 009)
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True and correct copies of the registration certificates for the Canon Trademarks are attached as
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Exhibit A.
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Defendants advertised, marketed, offered, and sold counterfeit Canon products in
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the Amazon Store, using Canon’s Trademarks, without authorization, in order to deceive
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customers about the authenticity and origin of the products and the products’ affiliation with
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Canon.
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As a result of their illegal actions, Defendants have infringed and misused
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Canon’s IP; breached their contracts with Amazon; willfully deceived and harmed Amazon,
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Canon, and their customers; compromised the integrity of the Amazon Store; and undermined
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the trust that customers place in Amazon and Canon. Defendants’ illegal actions have caused
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Amazon and Canon to expend significant resources to investigate and combat Defendants’
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wrongdoing and to bring this lawsuit to prevent Defendants from inflicting future harm to
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Amazon, Canon, and their customers.
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II.
8.
PARTIES
Amazon.com, Inc., is a Delaware corporation with its principal place of business
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in Seattle, Washington. Amazon.com Services LLC is a Delaware company with its principal
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place of business in Seattle, Washington.
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9.
Canon Kabushiki Kaisha is a Japanese corporation with its principal place of
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business at 30-2, Shimomaruko 3-Chome, Ohta-Ku, Tokyo, Japan 146-8501. Canon Kabushiki
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Kaisha distributes its products in the United States through its wholly-owned subsidiary, Canon
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U.S.A., Inc., a New York corporation.
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10.
Defendants are a collection of individuals and entities, both known and unknown,
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who conspired and operated in concert with each other to engage in the counterfeiting scheme
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alleged in this Complaint. Defendants are the individuals and/or entities who operated,
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controlled, and/or were responsible for the selling accounts identified in Schedules 1A and 1B
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attached hereto (“Defendants’ Selling Accounts” or “Selling Accounts”).1 Defendants personally
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participated in and/or had the right and ability to supervise, direct, and control the wrongful
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conduct alleged in this Complaint, and derived a direct financial benefit from that wrongful
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conduct. On information and belief, Defendants took intentional and affirmative steps to hide
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their true identities and whereabouts from Amazon and Canon by using fictitious names and/or
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contact information, including falsified government IDs and payment information, and
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unregistered businesses to conduct their activities. Defendants are subject to liability for their
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wrongful conduct both directly and under principles of secondary liability including, without
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limitation, respondeat superior, vicarious liability, and/or contributory infringement.
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On information and belief, Defendants Does 1-10 (the “Doe Defendants”) are
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individuals and/or entities working in active concert with each other and the named Defendants
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to knowingly and willfully manufacture, import, advertise, market, offer, distribute, and sell
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counterfeit Canon products. The identities of the Doe Defendants are presently unknown to
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Plaintiffs.
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III.
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JURISDICTION AND VENUE
The Court has subject matter jurisdiction over Canon’s Lanham Act claim for
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trademark infringement, and Amazon’s and Canon’s Lanham Act claims for false designation of
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origin and false advertising, pursuant to 15 U.S.C. § 1121 and 28 U.S.C. §§ 1331 and 1338(a).
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The Court has subject matter jurisdiction over Amazon’s breach of contract claim and Amazon’s
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and Canon’s claims for violation of the Washington Consumer Protection Act, pursuant to 28
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U.S.C. §§ 1332 and 1367.
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The Court has personal jurisdiction over Defendants because they transacted
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business and committed tortious acts within and directed to the State of Washington, and
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Amazon’s and Canon’s claims arise from those activities. Defendants affirmatively undertook to
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do business with Amazon, a corporation with its principal place of business in Washington, and
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Defendants in Schedules 1A and 1B are subject to different versions of the standard contract with Amazon, as
discussed in Section IV.C below.
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sold in the Amazon Store products bearing counterfeit versions of the Canon Trademarks and
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which otherwise infringed Canon’s IP. Additionally, certain Defendants in Schedules 1A and
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1B shipped products bearing counterfeit versions of the Canon Trademarks to consumers in
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Washington. Each Defendant committed, or facilitated the commission of, tortious acts in
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Washington and has wrongfully caused Amazon and Canon substantial injury in Washington.
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Further, the named Defendants have consented to the jurisdiction of this Court by
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agreeing to the Amazon Services Business Solutions Agreement (“BSA”), which provides that
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the “Governing Courts” for claims to enjoin infringement or misuse of IP rights and claims
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related to the sale of counterfeit products in the Amazon Store are the state or federal courts
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located in King County, Washington.
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Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b) because a
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substantial part of the events giving rise to the claims occurred in the Western District of
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Washington. Venue is also proper in this Court because Defendants consented to it under the
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BSA.
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16.
Pursuant to Local Civil Rule 3(e), intra-district assignment to the Seattle Division
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is proper because the claims arose in this Division, where (a) Amazon resides, (b) injuries giving
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rise to suit occurred, and (c) Defendants directed their unlawful conduct.
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IV.
FACTS
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A.
Amazon’s Efforts to Prevent the Sale of Counterfeit Goods
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Amazon works hard to build and protect the reputation of its stores as a place
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where customers can conveniently select from a wide array of authentic goods and services at
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competitive prices. Amazon invests vast resources to ensure that when customers make
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purchases in Amazon’s stores—either directly from Amazon or from one of its millions of third-
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party sellers—customers receive authentic products made by the true manufacturer of those
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products.
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A small number of bad actors seek to take advantage of the trust customers place
in Amazon by attempting to create Amazon selling accounts to advertise, market, offer,
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distribute, and sell counterfeit products. These bad actors seek to misuse and infringe the
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trademarks and other IP of the true manufacturers of those products to deceive Amazon and its
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customers. This unlawful and expressly prohibited conduct undermines the trust that customers,
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sellers, and manufacturers place in Amazon, and tarnishes Amazon’s brand and reputation,
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thereby causing irreparable harm to Amazon.
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Amazon continues to innovate to stay ahead of bad actors, and now requires live
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verification, connecting prospective selling partners with Amazon employees through video
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chats or in-person appointments to verify their identity and documentation. Amazon reviews the
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seller-provided identity documents to determine whether those documents are both valid and
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legitimate, such as confirming that the seller has provided a full legible copy of the document,
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verifying that the document matches the information the seller provided to Amazon with respect
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to their identity, and analyzing whether the document shows any signs of alteration, tampering,
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or fabrication. These measures have made it more difficult for bad actors to hide. Amazon’s
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seller verification, coupled with continued advancements in Amazon’s machine learning-based
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detection, are deterring bad actors from even attempting to create new Amazon selling accounts.
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The number of bad actor attempts to create new selling accounts decreased from 6 million
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attempts in 2020, to 2.5 million attempts in 2021, to 800,000 attempts in 2022.
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Amazon prohibits the sale of inauthentic and fraudulent products and is constantly
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innovating on behalf of its customers and working with brands, manufacturers, rights owners,
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and others to improve the detection and prevention of counterfeit products from ever being
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offered to customers in Amazon’s stores. Amazon employs dedicated teams of software
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engineers, research scientists, program managers, and investigators to prevent counterfeits from
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being offered in Amazon’s stores. Amazon’s systems automatically and continuously scan
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thousands of data points to prevent, detect, and remove counterfeits from its stores and to
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terminate the selling accounts of bad actors before they can offer counterfeit products. When
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Amazon identifies issues based on this feedback, it takes action to address them. Amazon also
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uses this intelligence to improve its proactive prevention controls.
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21.
In 2017, Amazon launched Brand Registry, a free service that offers rights owners
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an enhanced suite of tools for monitoring and reporting potential instances of infringement,
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regardless of their relationship with Amazon. Brand Registry delivers automated brand
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protections that use machine learning to predict infringement and proactively protect brands’ IP.
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Brand Registry also provides a powerful Report a Violation Tool that allows brands to search for
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and report potentially infringing products using state‐of-the‐art image search technology. In
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2022, through continued improvements in Amazon’s automated protections, brands found fewer
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infringing products in Amazon’s stores, with the number of valid notices of infringement
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submitted by brands in Brand Registry decreasing by more than 35% from 2021.
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In 2018, Amazon launched Transparency, a product serialization service that
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effectively eliminates counterfeits for enrolled products. Brands enrolled in Transparency can
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apply a unique 2D code to every unit they manufacture, which allows Amazon, other retailers,
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law enforcement, and customers to determine the authenticity of any Transparency-enabled
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product, regardless of where the product was purchased. In 2022, over 33,000 brands were using
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Transparency, an increase of 40% from 2021, enabling the protection of more than 900 million
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product units across the supply chain.
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In 2019, Amazon launched Project Zero, a program to empower brands to help
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Amazon drive counterfeits to zero. Amazon’s Project Zero introduced a novel self-service
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counterfeit removal tool that enables brands to remove counterfeit listings directly from
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Amazon’s stores. This enables brands to take down counterfeit product offerings on their own
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within minutes. In 2022, there were more than 22,000 brands enrolled in Project Zero. For every
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listing removed by a brand, Amazon’s automated protections removed more than 1,000 listings
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through scaled technology and machine learning, stopping those listings from appearing in
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Amazon’s stores.
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24.
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Once a seller begins selling in Amazon’s stores, Amazon continues to monitor the
selling account’s activities for risks. If Amazon identifies a bad actor, it closes that actor’s selling
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account, withholds funds disbursement, and investigates whether other accounts are involved in
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unlawful activities.
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In addition to the measures discussed above, Amazon actively cooperates with
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rights owners and law enforcement to identify and prosecute bad actors suspected of engaging in
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illegal activity. Lawsuits, like this one, as well as criminal referrals, are integral components of
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Amazon’s efforts to combat counterfeits and other inauthentic products.
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B.
Canon’s Trademarks and Products
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26.
Continually, and for a long time prior to Defendants’ infringing actions, Canon
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has distributed and sold a wide range of digital cameras and digital camcorders that use the
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Canon batteries and chargers, and has sold related products, all of which bear the Canon
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Trademarks. These products have been and are now extensively advertised through television,
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magazines, newspapers, brochures, trade shows, and other means.
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Continually, and for a long time prior to Defendants’ infringing actions, Canon
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has been and is now marketing, offering for sale, and selling Canon batteries and chargers
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bearing the Canon Trademarks in the State of Washington and elsewhere in interstate commerce.
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Through Canon’s extensive sales of Canon batteries and chargers, the public has come to
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recognize Canon batteries and chargers as being of excellent quality and reputation.
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Canon’s advertising and promotional activities involving products bearing the
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Canon Trademarks have been continuous and have been for the purpose of acquainting the
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public with the excellent quality of Canon’s products so that consumers may, with knowledge
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and confidence, purchase and use products bearing these marks. As a result, Canon cameras,
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camcorders, batteries, and chargers bearing the Canon Trademarks are well known, and the
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Canon Trademarks have come to be and are recognized by the public as indicating that the
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products bearing the Canon Trademarks originate with Canon.
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29.
By reason of their high quality and as a result of Canon’s continued and extensive
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sales, advertising, and promotion, Canon batteries and chargers sold under the Canon
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Trademarks enjoy an excellent reputation among the public. The Canon Trademarks’
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registrations and the associated goodwill that has accrued to the Canon Trademarks are of great
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value to Canon in the conduct of its business.
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Canon is currently enrolled in Brand Registry and Project Zero.
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In addition, Canon operates a worldwide anti-counterfeiting program and
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regularly investigates suspicious sellers that are identified through proactive internet monitoring
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or are reported through Canon’s distribution network.
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C.
Defendants Created Amazon Selling Accounts and Agreed Not to Sell
Counterfeit Goods
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Defendants established, controlled, and operated the 29 Amazon Selling Accounts
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detailed in Schedules 1A and 1B, through which they sought to advertise, market, offer,
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distribute, and sell counterfeit Canon products. In connection with these Selling Accounts,
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Defendants provided Amazon with names, email addresses, and banking information for each
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account.
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33.
To become a third-party seller in the Amazon Store, sellers are required to agree
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to the BSA, which governs the applicant’s access to and use of Amazon’s services and states
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Amazon’s rules for selling in the Amazon Store. By entering into the BSA, each seller represents
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and warrants that it “will comply with all applicable Laws in [the] performance of its obligations
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and exercise of its rights” under the BSA. True and correct copies of the applicable versions of
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the BSA, namely, the versions Defendants last agreed to when using Amazon’s services, are
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attached as Exhibit B.
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34.
Under the terms of the BSA, Amazon specifically identifies the sale of counterfeit
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goods as “deceptive, fraudulent, or illegal activity” in violation of Amazon’s policies, reserving
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the right to withhold payments and terminate the selling account of any bad actor who engages in
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such conduct. Ex. B, ¶¶ 2-3. The BSA requires the seller to defend, indemnify and hold harmless
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Amazon against any claims or losses arising from the seller’s “actual or alleged infringement of
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any Intellectual Property Rights.” Id. ¶ 6.1.
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35.
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Additionally, the BSA incorporates, and sellers therefore agree to be bound by,
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Amazon’s Anti-Counterfeiting Policy, the applicable version of which is attached as Exhibit C.
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The Anti-Counterfeiting Policy expressly prohibits the sale of counterfeit goods in the Amazon
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Store:
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The sale of counterfeit products is strictly prohibited.
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You may not sell any products that are not legal for sale, such as products that
have been illegally replicated, reproduced, or manufactured[.]
You must provide records about the authenticity of your products if Amazon
requests that documentation[.]
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Failure to abide by this policy may result in loss of selling privileges, funds being
withheld, destruction of inventory in our fulfillment centers, and other legal
consequences.
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Id.
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Amazon’s Anti-Counterfeiting Policy further describes Amazon’s commitment to
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preventing the sale and distribution of counterfeit goods in the Amazon Store together with the
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consequences of doing so:
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Sell Only Authentic and Legal Products. It is your responsibility to source,
sell, and fulfill only authentic products that are legal for sale. Examples of
prohibited products include:
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o Bootlegs, fakes, or pirated copies of products or content
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o Products that have been illegally replicated, reproduced, or manufactured
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o Products that infringe another party’s intellectual property rights
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Maintain and Provide Inventory Records. Amazon may request that you
provide documentation (such as invoices) showing the authenticity of your
products or your authorization to list them for sale. You may remove pricing
information from these documents, but providing documents that have been
edited in any other way or that are misleading is a violation of this policy and
will lead to enforcement against your account.
Consequences of Selling Inauthentic Products. If you sell inauthentic
products, we may immediately suspend or terminate your Amazon selling
account (and any related accounts), destroy any inauthentic products in our
fulfillment centers at your expense, and/or withhold payments to you.
Amazon Takes Action to Protect Customers and Rights Owners. Amazon also
works with manufacturers, rights holders, content owners, vendors, and
sellers to improve the ways we detect and prevent inauthentic products from
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reaching our customers. As a result of our detection and enforcement activities,
Amazon may:
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o Remove suspect listings.
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o Take legal action against parties who knowingly violate this policy and
harm our customers. In addition to criminal fines and imprisonment,
sellers and suppliers of inauthentic products may face civil penalties
including the loss of any amounts received from the sale of inauthentic
products, the damage or harm sustained by the rights holders, statutory
and other damages, and attorney’s fees.
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Reporting Inauthentic Products. We stand behind the products sold on our site
with our A-to-z Guarantee, and we encourage rights owners who have
product authenticity concerns to notify us. We will promptly investigate and
take all appropriate actions to protect customers, sellers, and rights holders.
You may view counterfeit complaints on the Account Health page in Seller
Central.
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Id.
37.
When they registered as third-party sellers in the Amazon Store, and established
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their Selling Accounts, Defendants agreed not to advertise, market, offer, distribute, or sell
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counterfeit products.
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D.
Defendants’ Sale of Counterfeit Canon Products
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38.
Defendants advertised, marketed, offered, distributed, and sold counterfeit Canon-
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branded products in the Amazon Store. Counterfeit Canon-branded products sold by Defendants
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are identified and described in Schedules 1A and 1B.
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39.
Canon has reviewed physical samples of Canon-branded products sold by
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Defendants’ Selling Accounts and confirmed that the products are inauthentic and bear
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counterfeit Canon Trademarks and that Canon has never authorized the sale of such products, as
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detailed in Schedules 1A and 1B. In addition, as further detailed in Schedules 1A and 1B,
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certain Defendants submitted falsified invoices to Amazon purporting to show that their
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counterfeit products came from a supplier of authentic products.
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40.
Defendants, with full knowledge of the distinctiveness and widespread
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recognition of the Canon Trademarks, are promoting and selling to the public counterfeit Canon
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batteries and chargers that bear false reproductions of the Canon Trademarks. Canon has never
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authorized or consented in any way to the use of Canon Trademarks on any of Defendants’
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products, nor has Canon granted any license to Defendants allowing such use.
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41.
Defendants have counterfeited the Canon Trademarks by marketing and selling
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counterfeit “Canon” batteries in the identical color and logo style as that used by Canon for the
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Canon trademark.
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42.
Defendants’ conduct is intentionally fraudulent, malicious, willful, and wanton,
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and poses a threat of injury or damage to the consuming public because counterfeit power supply
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products can cause serious accidents and injuries.
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43.
Defendants’ conduct is causing immediate and irreparable injury to Canon and
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Amazon and to their goodwill and reputation and will continue both to damage Canon and
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Amazon and to deceive the public unless preliminarily and permanently enjoined by this Court.
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Canon and Amazon have no adequate remedy at law.
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44.
On information and belief, Defendants operated in concert with one another in
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their marketing, advertising, selling, and distribution of inauthentic Canon-branded products.
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Defendants are associated through common physical addresses, common shipping addresses, the
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use of similar fictitious invoices, common phone numbers, and common IP addresses provided to
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Amazon or used to access their Selling Accounts.
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E.
Amazon Shut Down Defendants’ Selling Accounts
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45.
By selling counterfeit and infringing Canon products, Defendants falsely
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represented to Amazon and its customers that the products Defendants sold were genuine
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products made by Canon. Defendants also knowingly and willfully used Canon’s IP in
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connection with the advertisement, marketing, distribution, offering for sale, and sale of
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counterfeit and infringing Canon products.
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46.
At all times, Defendants knew they were prohibited from violating third-party IP
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rights or any applicable laws while selling products in the Amazon Store. Defendants have
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breached the terms of their agreement with Amazon, deceived Amazon’s customers and
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Amazon, infringed and misused the IP rights of Canon, harmed the integrity of and customer
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trust in the Amazon Store, and tarnished Amazon’s and Canon’s brands.
47.
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After receiving notice from Canon, Amazon verified Defendants’ unlawful sale of
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counterfeit Canon products and blocked Defendants’ Selling Accounts. In doing so, Amazon
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exercised its rights under the BSA to protect its customers and the reputations of Amazon and
6
Canon.
48.
7
Pursuant to Amazon’s A-to-z guarantee, Amazon also proactively issued full
8
refunds to customers who purchased purported Canon products from Defendants. Defendants
9
have not reimbursed Amazon.
10
V.
11
CLAIMS
12
FIRST CLAIM
(by Canon2 against all Defendants)
Trademark Counterfeiting and Trademark Infringement – 15 U.S.C. § 1114
13
49.
14
paragraphs as though set forth herein.
50.
15
16
Plaintiff Canon incorporates by reference the allegations of the preceding
Defendants’ activities constitute counterfeiting and infringement of the Canon
Trademarks as described in the paragraphs above.
51.
17
Canon advertises, markets, offers, and sells its products using the Canon
18
Trademarks described above and uses those trademarks to distinguish its products from the
19
products and related items of others in the same or related fields.
52.
20
Because of Canon’s long, continuous, and exclusive use of the Canon Trademarks
21
identified in this Complaint, the trademarks have come to mean, and are understood by
22
customers and the public to signify, products from Canon.
53.
23
Defendants unlawfully advertised, marketed, offered, and sold products bearing
24
counterfeit versions of the Canon Trademarks with the intent and likelihood of causing customer
25
confusion, mistake, and deception as to the products’ source, origin, and authenticity.
26
Specifically, Defendants intended customers to believe, incorrectly, that the products originated
27
2
For the First Claim only, Canon refers only to Canon Kabushiki Kaisha.
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1
from, were affiliated with, and/or were authorized by Canon and likely caused such erroneous
2
customer beliefs.
3
54.
As a result of Defendants’ wrongful conduct, Canon is entitled to recover its
4
actual damages, Defendants’ profits attributable to the infringement, and treble damages and
5
attorneys’ fees pursuant to 15 U.S.C. § 1117(a) and (b). Alternatively, Canon is entitled to
6
statutory damages under 15 U.S.C. § 1117(c).
55.
7
Canon is further entitled to injunctive relief, including an order impounding all
8
infringing products and promotional materials in Defendants’ possession. Canon has no adequate
9
remedy at law for Defendants’ wrongful conduct because, among other things: (a) the Canon
10
Trademarks are unique and valuable properties that have no readily determinable market value;
11
(b) Defendants’ infringement constitutes harm to Canon and Canon’s reputation and goodwill
12
such that Canon could not be made whole by any monetary award; (c) if Defendants’ wrongful
13
conduct is allowed to continue, the public is likely to become further confused, mistaken, or
14
deceived as to the source, origin, or authenticity of the infringing materials; and (d) the resulting
15
harm to Canon, due to Defendants’ wrongful conduct is likely to be continuing.
16
SECOND CLAIM
(by Canon against all Defendants)
False Designation of Origin and False Advertising – 15 U.S.C. § 1125(a)
17
56.
18
19
Plaintiff Canon incorporates by reference the allegations of the preceding
paragraphs as though set forth herein.
57.
20
Canon owns the Canon Trademarks, and advertises, markets, offers, distributes,
21
and sells its products using those trademarks described above and uses the trademarks to
22
distinguish its products from the products and related items of others in the same or related
23
fields.
24
58.
Because of Canon’s long, continuous, and exclusive use of the Canon
25
Trademarks, they have come to mean, and are understood by customers, end users, and the
26
public, to signify products from Canon.
27
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1
59.
Defendants’ wrongful conduct includes the infringement of the Canon
2
Trademarks in connection with Defendants’ commercial advertising or promotion, and offering
3
for sale and sale, of counterfeit Canon products in interstate commerce.
4
60.
In advertising, marketing, offering, distributing, and selling products bearing
5
counterfeit versions of the Canon Trademarks, Defendants have used, and on information and
6
belief continue to use, the trademarks referenced above to compete unfairly with Canon and to
7
deceive customers. Upon information and belief, Defendants’ wrongful conduct misleads and
8
confuses customers and the public as to the origin and authenticity of the goods and services
9
advertised, marketed, offered, distributed, or sold in connection with the Canon Trademarks and
10
11
wrongfully trades upon Canon’s goodwill and business reputation.
61.
Defendants’ conduct constitutes (a) false designation of origin, (b) false or
12
misleading description, and (c) false or misleading representation that products originate from or
13
are authorized by Canon, all in violation of 15 U.S.C. § 1125(a)(1)(A).
14
62.
Defendants’ conduct also constitutes willful false statements in connection with
15
goods and/or services distributed in interstate commerce in violation of 15 U.S.C.
16
§ 1125(a)(1)(B).
17
63.
Canon is entitled to an injunction against Defendants, their officers, agents,
18
representatives, servants, employees, successors and assigns, and all other persons in active
19
concert or participation with them, as set forth in the Prayer for Relief below. Defendants’ acts
20
have caused irreparable injury to Canon. On information and belief, that injury is continuing. An
21
award of monetary damages cannot fully compensate Canon for its injuries, and Canon lacks an
22
adequate remedy at law.
23
64.
Canon is further entitled to recover Defendants’ profits, Canon’s damages for its
24
losses, and Canon’s costs to investigate and remediate Defendants’ conduct and bring this action,
25
including its attorneys’ fees, in an amount to be determined. Canon is also entitled to the trebling
26
of any damages award as allowed by law.
27
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 16 of 117
THIRD CLAIM
(by Amazon against all Defendants)
False Designation of Origin and False Advertising – 15 U.S.C. § 1125(a)
1
2
3
4
5
65.
Plaintiff Amazon incorporates by reference the allegations of the preceding
paragraphs as though set forth herein.
66.
Amazon’s reputation for trustworthiness is at the heart of its relationship with
6
customers. Defendants’ actions in selling counterfeits pose a threat to Amazon’s reputation
7
because they undermine and jeopardize customer trust in the Amazon Store.
8
9
67.
Specifically, Defendants deceived Amazon and its customers about the
authenticity of the products they were advertising, marketing, offering, distributing, and selling,
10
in direct and willful violation of the BSA and Amazon’s Anti-Counterfeiting Policies.
11
Defendants’ deceptive acts were material to Amazon’s decision to allow Defendants to sell their
12
products in the Amazon Store because Amazon would not have allowed Defendants to do so but
13
for their deceptive acts.
14
68.
In advertising, marketing, offering, distributing, and selling counterfeit Canon
15
products in the Amazon Store, Defendants made false and misleading statements of fact about
16
the origin, sponsorship, or approval of those products in violation of 15 U.S.C. § 1125(a)(1)(A).
17
18
19
69.
Defendants’ acts also constitute willful false statements in connection with goods
and/or services distributed in interstate commerce in violation of 15 U.S.C. § 1125(a)(1)(B).
70.
As described above, Defendants, through their illegal acts, have willfully
20
deceived Amazon and its customers, jeopardized the trust that customers place in the Amazon
21
Store, tarnished Amazon’s brand and reputation, and harmed Amazon and its customers.
22
Defendants’ misconduct has also caused Amazon to expend significant resources to investigate
23
and combat Defendants’ wrongdoing and to bring this lawsuit to prevent Defendants from
24
causing further harm to Amazon and its customers. Defendants’ illegal acts have caused
25
irreparable injury to Amazon and, on information and belief, that injury is ongoing at least to the
26
extent that Defendants continue to establish selling accounts under different or false identities.
27
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1
An award of monetary damages alone cannot fully compensate Amazon for its injuries, and thus
2
Amazon lacks an adequate remedy at law.
71.
3
Amazon is entitled to an injunction against Defendants, their officers, agents,
4
representatives, servants, employees, successors and assigns, and all other persons in active
5
concert or participation with them, as set forth in the Prayer for Relief below, along with its
6
attorneys’ fees and costs in investigating and bringing this lawsuit.
72.
7
With regards to the Schedule 1A Defendants, Amazon is also entitled to recover
8
its damages arising from Schedule 1A Defendants’ sale of counterfeit products in the Amazon
9
Store.
10
11
12
13
14
FOURTH CLAIM
(by Canon and Amazon against all Defendants)
Violation of Washington Consumer Protection Act, RCW 19.86.010, et seq.
73.
Plaintiffs incorporate by reference the allegations of the preceding paragraphs as
though set forth herein.
74.
Defendants’ advertising, marketing, offering, distribution, and sale of counterfeit
15
Canon products constitute an unfair method of competition and unfair and deceptive acts or
16
practices in the conduct of trade or commerce, in violation of RCW 19.86.020.
17
75.
Defendants’ advertising, marketing, offering, distribution, and sale of counterfeit
18
Canon products harm the public interest by deceiving customers about the authenticity, origins,
19
and sponsorship of the products.
20
76.
Defendants’ advertising, marketing, offering, distribution, and sale of counterfeit
21
Canon products directly and proximately causes harm to and tarnish Plaintiffs’ reputations and
22
brands, and damages their business and property interests and rights.
23
77.
Accordingly, Plaintiffs seek to enjoin further violations of RCW 19.86.020 and
24
recover from Defendants Plaintiffs’ attorneys’ fees and costs. Canon further seeks to recover
25
from Defendants its actual damages, trebled, and Amazon further seeks to recover from the
26
Schedule 1A Defendants its actual damages, trebled, with regards to the Schedule 1A
27
Defendants’ activities involving the sale of counterfeit products.
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FIFTH CLAIM
(by Amazon.com Services LLC3 against Defendants in Schedule 1A)
Breach of Contract
1
2
78.
3
4
Plaintiff Amazon incorporates by reference the allegations of the preceding
paragraphs as though set forth herein.
79.
5
Defendants established Amazon Selling Accounts and entered into Amazon’s
6
BSA, a binding and enforceable contract between Defendants and Amazon. Defendants also
7
contractually agreed to be bound by the policies incorporated by reference into the BSA,
8
including Amazon’s Anti-Counterfeiting Policy and other policies as maintained on the Amazon
9
seller website.
80.
10
11
Amazon performed all obligations required of it under the terms of the contract
with Defendants or was excused from doing so.
81.
12
Defendants’ sale and distribution of counterfeit Canon products materially
13
breached the BSA and the Anti-Counterfeiting Policy in numerous ways. Among other things,
14
Defendants’ conduct constitutes infringement and misuse of the IP rights of Canon.
82.
15
In furtherance of their sale and distribution of counterfeit Canon products, certain
16
Defendants further breached the BSA and its incorporated policies by submitting falsified
17
documents to Amazon in order to obtain approval to sell the products in the Amazon Store, and
18
submitted falsified documents to Amazon again after their Selling Accounts were suspended in
19
an effort to have their Accounts reinstated.
83.
20
21
Defendants’ breaches have caused significant harm to Amazon, and Amazon is
entitled to damages in an amount to be determined.
22
VI.
PRAYER FOR RELIEF
23
WHEREFORE, Plaintiffs respectfully pray for the following relief:
24
A.
That the Court enter an order permanently enjoining Defendants, their officers,
25
agents, representatives, servants, employees, successors, and assigns, and all others in active
26
concert or participation with them, from:
27
3
For the Fifth Claim only, “Amazon” shall refer to Amazon.com Services LLC only.
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1
(i)
selling products in Amazon’s stores;
2
(ii)
selling products to Amazon or any affiliate;
3
(iii)
opening or attempting to open any Amazon selling accounts;
4
(iv)
substantially imitating, copying, counterfeiting, or making unauthorized
use of the Canon Trademarks;
5
6
(v)
manufacturing, distributing, importing, circulating, advertising, selling,
7
offering for sale, moving, or otherwise disposing of any product bearing a
8
simulation, reproduction, counterfeit, copy, or colorable imitation of the
9
distinctive Canon Trademarks;
10
(vi)
confusingly similar imitation of the Canon Trademarks;
11
12
using any simulation, reproduction, counterfeit, copy, colorable or
(vii)
using any false description or designation of origin or representation
13
(including, without limitation, any letters, words, symbols, or other text)
14
which can, or is likely to, lead the trade or public, or individual members
15
thereof, to believe that any product manufactured, imported, advertised,
16
distributed, and/or sold by the Defendant is in any manner associated or
17
connected with Canon or is sold, licensed, sponsored, or approved by
18
Canon;
19
(viii) engaging in any course of conduct likely to cause confusion, deception or
20
mistake or to injure Canon’s business reputation or dilute the distinctive
21
quality of Canon’s name and the Canon Trademarks;
22
(ix)
Trademarks or Canon’s rights in or right to exploit the same;
23
24
engaging in any other activity constituting an infringement of the Canon
(x)
engaging in further acts of unfair competition arising from the Defendant’s
25
unlawful and improper adoption and use of Canon’s trade dress and style;
26
and
27
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(xi)
1
assisting, aiding or abetting any other person or business entity in
2
engaging or performing any of the activities referred to in subparagraphs
3
(i) through (x) above;
4
B.
That the Court enter judgment in Plaintiffs’ favor on all claims brought by them;
5
C.
That the Court enter an order pursuant to 15 U.S.C. § 1118 impounding and
6
permitting destruction of all counterfeit and infringing products bearing the Canon Trademarks
7
or that otherwise infringe Canon’s IP, and any related materials, including business records and
8
materials used to reproduce any infringing products, in Defendants’ possession or under their
9
control;
10
D.
That the Court enter an order requiring Defendants to provide Plaintiffs a full and
11
complete accounting of all amounts due and owing to Plaintiffs as a result of Defendants’
12
unlawful activities and requiring Defendants to identify their suppliers of counterfeit and
13
infringing products bearing the Canon trademarks;
14
E.
That the Court enter an order requiring Defendants to pay all general, special, and
15
actual damages which Canon has sustained, or will sustain, as a consequence of Defendants’
16
unlawful acts, plus Defendants’ profits from the unlawful conduct described herein, together
17
with its statutory damages, and that such damages be enhanced, doubled, or trebled as provided
18
for by 15 U.S.C. § 1117, RCW 19.86.020, or otherwise allowed by law, and that Amazon’s
19
damages against the Schedule 1A Defendants, plus the Schedule 1A Defendants’ profits, related
20
to Defendants’ activities involving the sale of counterfeit products be enhanced, doubled, or
21
trebled as provided for by 15 U.S.C. § 1117, RCW 19.86.020 or otherwise allowed by law;
22
23
24
F.
That the Court enter an order requiring Defendants to pay the maximum amount
of prejudgment interest authorized by law;
G.
That the Court enter an order requiring Defendants to pay the costs of this action
25
and Plaintiffs’ reasonable attorneys’ fees incurred in prosecuting this action, as provided for by
26
15 U.S.C. § 1117, RCW 19.86.020, or otherwise allowed by law;
27
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1
H.
That the Court enter an order requiring that identified financial institutions
2
restrain and transfer to Plaintiffs all amounts arising from Defendants’ unlawful counterfeiting
3
activities as set forth in this lawsuit, up to a total amount necessary to satisfy monetary judgment
4
in this case; and
5
I.
6
That the Court grant Plaintiffs such other, further, and additional relief as the
Court deems just and equitable.
7
8
9
DATED this 10th day of May, 2023.
DAVIS WRIGHT TREMAINE LLP
Attorneys for Plaintiffs
10
11
12
13
14
s/ Scott R. Commerson
Scott R. Commerson, WSBA #58085
865 South Figueroa Street, Suite 2400
Los Angeles, CA 90017-2566
Tel: (213) 633-6800
Fax: (213) 633-6899
Email: scottcommerson@dwt.com
15
16
17
18
s/ Lauren Rainwater
Lauren Rainwater, WSBA #43625
920 Fifth Avenue, Suite 3300
Seattle, WA 98104-1604
Tel: (206) 622-3150
Fax: (206) 757-7700
Email: laurenrainwater@dwt.com
19
20
21
22
23
24
25
26
27
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 22 of 117
SCHEDULE 1A
DEFENDANT 1:
Selling Account Name: aalitood*
Dates of Known Sales of Infringing Products: August 17, 2021 – October 6, 2021
Purported Product
LC-E10 Battery Charger for Canon LP-E10
EOS Rebel T7,T6,T5,T3,T100,4000D,
3000D,2000D,1500D,1300D,1200D,1100D
Camera
ASIN1: B09BR4WV4G
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 2:
Selling Account Name: AINTELS
Dates of Known Sales of Infringing Products: September 5, 2021 – October 5, 2021
Purported Product
LC-E6 Battery Charger for Canon 5D Mark
II III and IV,70D,5Ds,6D,5Ds,80D,7D,
60D,5Ds R LC-E6E DSLR Camera
ASIN: B09CTTJB3J
*
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
The Selling Accounts with an asterisk (*) next to their name submitted to Amazon invoices in
similar formats, purporting to show suppliers of genuine product. These invoices have been
confirmed to be falsified.
1
“ASIN” is an abbreviation of “Amazon Standard Identification Number,” which is a unique
series of ten alphanumeric characters that is assigned to each product listed for sale in Amazon’s
stores for identification purposes.
1
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 23 of 117
DEFENDANT 3:
Selling Account Name: Dana Miller lv
Dates of Known Sales of Infringing Products: August 22, 2021 – October 17, 2021
Purported Product
LC-E8 Battery Charger for Canon LP-E8
Rebel T3i T2i T4i T5i EOS 600D 550D
650D 700D Kiss X5 X4 X6 Camera
ASIN: B09BR25Z1W
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 4:
Selling Account Name: EGUOBIE
Dates of Known Sales of Infringing Products: September 27, 2021 – October 13, 2021
Purported Product
NANANANA LC-E6 Charger for Canon
LP-E6 LP-E6N Battery EOS 5D 80D 70D
60D 6D 5Ds 5D2 5D3 5DSR 5D4 Mark II
III IV Camera
ASIN: B09G342913
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 5:
Selling Account Name: ispeedpower*
Dates of Known Sales of Infringing Products: June 14, 2021 – September 1, 2021
Purported Product
LC-E17 Battery Charger for Canon LP-E17
EOS 77D,EOS 750D,EOS 760D,EOS
8000D,EOS M3,EOS M5,EOS M6,Rebel
T6i,EOS Rebel T6s Camera
ASIN: B096B3Q46X
2
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 24 of 117
DEFENDANT 6:
Selling Account Name: James Nelson kak
Dates of Known Sales of Infringing Products: September 5, 2021 – October 6, 2021
Purported Product
LP-E12 Battery Compatible with Canon
EOS M M200 M100 M50 Mark ii M10 M2
Rebel SL1 100D PowerShot SX70 HS Kiss
X7 Camera
ASIN: B093SQHGCQ
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 7:
Selling Account Name: Kathryn L Patrick*
Dates of Known Sales of Infringing Products: August 10, 2021 – October 4, 2021
Purported Product
LC-E6 LC-E6E Charger for LP-E6 LP-E6N
Battery EOS 7D 60D 6D 70D 80D 5D2
5D3 5D Mark II III Camera
ASIN: B09BCWP713
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 8:
Selling Account Name: KONTARKE
Purported Product
LP-E8 Battery for Canon LC-E8E EOS
550D 600D 700D Rebel T2i Rebel T4i T5i
Kiss X4 X5 X6 X6i X7i Camera
ASIN: B08ZN59NBT
3
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon
samples of the product the bad actor
shipped to Amazon in preparation for sale
to customers.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 25 of 117
DEFENDANT 9:
Selling Account Name: Maria A Escareno
Dates of Known Sales of Infringing Products: August 27, 2021 – September 22, 2021
Purported Product
LC-E10 Charger for Canon Lp-e10 Battery
Rebel t7,T6,T5,T3,Kiss X70,X50,EOS
1100D,1200D, 1300D,1500D,2000D,
4000D,T100 Camera
ASIN: B09CTVRHXK
Confirmation of Counterfeit
In July 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 10:
Selling Account Name: MARKDCAM
Dates of Known Sales of Infringing Products: August 7, 2021 – September 9, 2021
Purported Product
LC-E6 Battery Charger for Canon LP-E6
LP-E6N EOS 5DS R,5D Mark II,5D Mark
III,5D Mark IV,60D,60Da,6D,70D,7D,7D
Mark II,80D Camera
ASIN: B095S7JLRV
Purported Product
LC-E6 Charger for Canon LP-E6 LP E6N
Battery,60D,70D,80D,5DS R,5D Mark II
III IV,6D,7D,C700,XC15 Camera
ASIN: B097SNZM58
4
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Confirmation of Counterfeit
In December 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 26 of 117
DEFENDANT 11:
Selling Account Name: POWERSHOTG1*
Dates of Known Sales of Infringing Products: June 8, 2021 – September 9, 2021
Purported Product
POWERSHOTG1 NB-13L Battery for
Canon PowerShot G1 X Mark III,G5 X,G7
X,G7 X Mark II,G9 X,G9 X Mark II,SX620
HS,SX720 HS,SX730 HS,SX740 HS
Camera
ASIN: B094QBJ7NS
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 12:
Selling Account Name: Pustoel
Dates of Known Sales of Infringing Products: September 17, 2021 – October 11, 2021
Purported Product
LC-E8 Battery Charger Power Supply for
Canon Rebel T3i T2i T4i T5i EOS 600D
550D 650D 700D Kiss X5 X4 X6 Digital
Camera
ASIN: B09F36216C
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 13:
Selling Account Name: uptorebel
Dates of Known Sales of Infringing Products: September 18, 2021 – October 16, 2021
Purported Product
LP-E5 Battery Pack Compatible with Canon
EOS Rebel XS,Rebel T1i,Rebel XSi,
1000D,500D,450D,Kiss X3,Kiss X2,Kiss F
Camera
ASIN: B09246YPRY
5
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 27 of 117
Purported Product
LC-E8 Charger for Canon LP-E8 Battery
EOS 550D 600D 650D 700D T2i T3i T4i
T5i X4 X5 X6i X7i Camera
ASIN: B09F34MYM4
Confirmation of Counterfeit
In December 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 14:
Selling Account Name: YCMATS*
Dates of Known Sales of Infringing Products: August 31, 2021 – October 6, 2021
Purported Product
NANANANA LP-E8 Battery for Canon
EOS 550D 600D 650D 700D Rebel T2i T3i
T4i T5i Kiss X4 X5 X6i X7i Camera
ASIN: B09BCJ84NN
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 15:
Selling Account Name: YYCMIN
Dates of Known Sales of Infringing Products: September 5, 2021 – September 8, 2021
Purported Product
LP-E6N Battery for Canon EOS 5D Mark II
III IV,5Ds,5DS R,6D,7D,60D,70D,80D,
90D,C700,XC15 Camera
ASIN: B089FDGTQS
6
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 28 of 117
SCHEDULE 1B
DEFENDANT 16:
Selling Account Name: Buster B Bags
Dates of Known Sales of Infringing Products: August 9, 2021 – September 9, 2021
Purported Product
Quick Charger LC-E10 LC-E10E for Canon
EOS 1300D Kiss X50 X70 X80 Rebel T3
T5 T6 T7 DSLR
ASIN: B085Y5NYC2
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 17:
Selling Account Name: Calso4you
Purported Product
GPshot CB-2LHE CB-2LHT CB-2LH
Charger for NB-13L Battery G1X G5X G7
X G7X Mark 2 II III G9 X G9X SX620
SX720 SX730 SX740 HS Camera
ASIN: B07S7B9NWF
Confirmation of Counterfeit
In August 2022, Amazon sent to Canon
samples of the product the bad actor
shipped to Amazon in preparation for sale
to customers.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 18:
Selling Account Name: CLBAT*
Dates of Known Sales of Infringing Products: June 23, 2019 – May 18, 2020
Purported Product
New LP-E10 Battery for Canon EOS Rebel
T3, T5, T6, T7, Kiss X50, Kiss X70, EOS
1100D,EOS 1200D, EOS 1300D, EOS
2000D Digital Camera
ASIN: B07D127YV5
7
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
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DEFENDANT 19:
Selling Account Name: EOSCECAM*
Dates of Known Sales of Infringing Products: April 15, 2020 – May 10, 2021
Purported Product
Quick Charger LC-E10 LC-E10E for Canon
EOS 1300D Kiss X50 X70 X80 Rebel T3
T5 T6 T7 DSLR
ASIN: B085Y5NYC2
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 20:
Selling Account Name: FALLS INDN
Dates of Known Sales of Infringing Products: May 25, 2021 – July 13, 2021
Purported Product
LC-E6 Charger for Canon LP-E6 LP-E6N
Battery EOS 5D Mark II III IV 80D 70D
60D 6D 5Ds 5D2 5D3 5DSR 5D4 Camera
ASIN: B094X2544M
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 21:
Selling Account Name: JIASNELD*
Dates of Known Sales of Infringing Products: June 12, 2021 – September 25, 2021
Purported Product
JIASNELD LC-E17 Charger Compatible
with Canon LP-E17 Battery Rebel T7i T6i
T6s SL3 SL2 EOS 77D 9000D 8000D
800D 760D 750D 200D M6 M5 M3
Camera
ASIN: B09698YKGK
8
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
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DEFENDANT 22:
Selling Account Name: LUCKY ALWAYS
Dates of Known Sales of Infringing Products: August 9, 2021 – October 17, 2021
Purported Product
LC-E6 Battery Charger for Canon LP-E6N
LP-E6 EOS 5D Mark II III 7D 60D 6D 70D
80D 5D2 5D3 80D Camera
ASIN: B097SPHQP9
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 23:
Selling Account Name: MARKIIV
Dates of Known Sales of Infringing Products: June 8, 2021 – September 9, 2021
Purported Product
LC-E6 Battery Charger for Canon LP-E6
LP-E6N EOS 5DS R,5D Mark II,5D Mark
III,5D Mark IV,60D,60Da,6D,70D,7D,7D
Mark II,80D Camera
ASIN: B095S7JLRV
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 24:
Selling Account Name: NB-powershot
Dates of Known Sales of Infringing Products: June 14, 2021 – September 9, 2021
Purported Product
NB-powershot NB-6L NB-6LH Battery for
Canon PowerShot D10 D20 D30 S90 S95
S120 SD770 is SD980 SD1200 SD1300
SD3500 SD4000 SX240 SX260 SX270
SX280 SX710 SX700 SX600 SX500 HS
Camera
ASIN: B094VFQY3R
9
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 31 of 117
DEFENDANT 25:
Selling Account Name: POWERSHOTG
Dates of Known Sales of Infringing Products: June 7, 2021 – September 9, 2021
Purported Product
EOSCAN LP-E10 Battery for Canon Rebel
T3 T5 T6 T7 T100 EOS 1100D 1200D
1300D 1500D 2000D 3000D 4000D Kiss
X50 X70 X80 X90 Camera
ASIN: B094VYJTQJ
Purported Product
POWERSHOTG CB-2LHT CB-2LH
Battery Charger for Canon NB-13L
PowerShot G1X G5X G7 X G7X Mark 2 II
III G9 X G9X SX620 SX720 SX730 SX740
HS Camera
ASIN: B095S7ZHTT
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Confirmation of Counterfeit
In December 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 26:
Selling Account Name: SHOTAUT*
Dates of Known Sales of Infringing Products: June 5, 2020 – May 10, 2021
Purported Product
Quick Charger LC-E10 LC-E10E for Canon
EOS 1300D Kiss X50 X70 X80 Rebel T3
T5 T6 T7 DSLR
ASIN: B085Y5NYC2
10
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 32 of 117
DEFENDANT 27:
Selling Account Name: SPRINGBTY
Dates of Known Sales of Infringing Products: May 26, 2021 – September 9, 2021
Purported Product
ALISOR LC-E5 LC-E5E Charger for
Canon LP-E5 Battery EOS 1000D,EOS
450D,EOS 500D,EOS Kiss F,EOS Kiss X2
EOS Kiss X3 EOS Rebel T1i,EOS Rebel
XS,EOS Rebel Xsi Camera
ASIN: B08ZN6BVH9
Purported Product
LP-E5 Battery Pack Compatible with Canon
EOS Rebel XS,Rebel T1i,Rebel
XSi,1000D,500D,450D,Kiss X3,Kiss
X2,Kiss F Camera
ASIN: B09246YPRY
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Confirmation of Counterfeit
In December 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
DEFENDANT 28:
Selling Account Name: SUKAMIHO
Dates of Known Sales of Infringing Products: October 17, 2020 – December 29, 2020
Purported Product
Quick Charger LC-E10 LC-E10E for Canon
EOS 1300D Kiss X50 X70 X80 Rebel T3
T5 T6 T7 DSLR
ASIN: B085Y5NYC2
11
Confirmation of Counterfeit
In May 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 33 of 117
DEFENDANT 29:
Selling Account Name: Tom Meyerc*
Dates of Known Sales of Infringing Products: January 22, 2020 – May 30, 2020
Purported Product
GPshot CB-2LHE CB-2LHT CB-2LH
Charger for NB-13L Battery G1X G5X G7
X G7X Mark 2 II III G9 X G9X SX620
SX720 SX730 SX740 HS Camera
ASIN: B07S7B9NWF
12
Confirmation of Counterfeit
In July 2022, Amazon sent to Canon a
sample of the product sold by the bad actor.
Canon inspected the sample product and
confirmed it was counterfeit based on
deviations from Canon’s authentic product
and packaging.
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 34 of 117
EXHIBIT A
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EXHIBIT B
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Effective January 21, 2020
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 42 of 117
Catalog
Inventory
Orders
Advertising
Stores
Reports
Performance
Help / Account settings / Reference / Amazon Services Business Solutions Agreement
Amazon Services Business Solutions
Agreement
The version of this Agreement in English is the definitive legal version. A translation into Chinese is
available for your ease of reference.
General Terms
Welcome to Amazon Services Business Solutions, a suite of optional services for sellers including:
Selling on Amazon, Fulfillment by Amazon, Amazon Advertising, Transaction Processing Services,
and the Selling Partner API.
THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT (THE "AGREEMENT") CONTAINS THE
TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN
AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND AMAZON. BY REGISTERING
FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU
REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE
TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR
ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").
As used in this Agreement, "we," "us," and "Amazon" means the applicable Amazon Contracting
Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a
Service as an individual), or the business employing the applicant (if registering for or using a
Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them
in this Agreement. If there is any conflict between these General Terms and the applicable Service
Terms and Program Policies, the General Terms will govern and the applicable Service Terms will
prevail over the Program Policies.
1. Enrollment.
To begin the enrollment process, you must complete the registration process for one or more of the
Services. Use of the Services is limited to parties that can lawfully enter into and form contracts
under applicable Law (for example, the Elected Country may not allow minors to use the Services).
As part of the application, you must provide us with your (or your business') legal name, address,
phone number and e-mail address, as well as any other information we may request. Any personal
data you provide to us will be handled in accordance with Amazon’s Privacy Notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee details are described in the applicable Service Terms and Program Policies. You are responsible
for all of your expenses in connection with this Agreement. To use a Service, you must provide us
with valid credit card information from a credit card or credit cards acceptable by Amazon ("Your
Credit Card") as well as valid bank account information for a bank account or bank accounts
acceptable by Amazon (conditions for acceptance may be modified or discontinued by us at any
time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in
connection with a Service and will update all of the information you provide to us in connection
with the Services as necessary to ensure that it at all times remains accurate, complete, and valid.
You authorize us (and will provide us documentation evidencing your authorization upon our
request) to verify your information (including any updated information), to obtain credit reports
about
you from time to time, to obtain credit authorizations from the issuer of Your Credit Card,
FEEDBACK
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 43 of 117
and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in
reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a
banking network or by other means specified by us.
If we determine that your actions or performance may result in returns, chargebacks, claims,
disputes, violations of our terms or policies, or other risks to Amazon or third parties, then we
may in our sole discretion withhold any payments to you for as long as we determine any
related risks to Amazon or third parties persist. For any amounts that we determine you owe us,
we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b)
offset any amounts that are payable by you to us (in reimbursement or otherwise) against any
payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to
us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your
Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If
we determine that your account has been used to engage in deceptive, fraudulent, or illegal
activity, or to repeatedly violate our Program Policies, then we may in our sole discretion
permanently withhold any payments to you. Except as provided otherwise, all amounts
contemplated in this Agreement will be expressed and displayed in the Local Currency, and all
payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your
obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes,
violations of our terms or policies, or other risks to Amazon or third parties. These amounts may be
refundable or nonrefundable in the manner we determine, and failure to comply with terms of this
Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all
customers and sellers relating to the value of any transaction or disbursement, the cumulative
value of all transactions or disbursements during a period of time, or the number of transactions
per day or other period of time. We will not be liable to you: (i) if we do not proceed with a
transaction or disbursement that would exceed any limit established by us for a security reason, or
(ii) if we permit a customer to withdraw from a transaction because an Amazon Site or Service is
unavailable following the commencement of a transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for use of a
Service and continue until terminated by us or you as provided below. You may at any time
terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact
Us form, or similar means. We may terminate your use of any Services or terminate this Agreement
for convenience with 30 days’ advance notice. We may suspend or terminate your use of any
Services immediately if we determine that (a) you have materially breached the Agreement and
failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third
party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our
reasonable discretion; (b) your account has been, or our controls identify that it may be used for
deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our
controls identify that it might harm, other sellers, customers, or Amazon’s legitimate interests. We
will promptly notify you of any such termination or suspension via email or similar means including
Seller Central, indicating the reason and any options to appeal, except where we have reason to
believe that providing this information will hinder the investigation or prevention of deceptive,
fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of
this Agreement, all related rights and obligations under this Agreement immediately terminate,
except that (d) you will remain responsible for performing all of your obligations in connection with
transactions entered into before termination and for any liabilities that accrued before or as a result
of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 of these General Terms
survive.
4. License.
FEEDBACK
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You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your
original and derivative intellectual property rights to use any and all of Your Materials for the
Services or other Amazon product or service, and to sublicense the foregoing rights to our Affiliates
and operators of Amazon Associated Properties; provided, however, that we will not alter any of
Your Trademarks from the form provided by you (except to re-size trademarks to the extent
necessary for presentation, so long as the relative proportions of such trademarks remain the same)
and will comply with your removal requests as to specific uses of Your Materials (provided you are
unable to do so using standard functionality made available to you via the applicable Amazon Site
or Service); provided further, however, that nothing in this Agreement will prevent or impair our
right to use Your Materials without your consent to the extent that such use is allowable without a
license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright
law, referential use under trademark law, or valid license from a third party).
5. Representations.
Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing
and in good standing under the Laws of the country in which the business is registered and that you
are registering for the Service(s) within such country; (b) it has all requisite right, power, and
authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and
authorizations in this Agreement; (c) any information provided or made available by one party to
the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions
or otherwise designated on any list of prohibited or restricted parties or owned or controlled by
such a party, including but not limited to the lists maintained by the United Nations Security
Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals
list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the
European Union or its member states, or other applicable government authority; and (e) it will
comply with all applicable Laws in performance of its obligations and exercise of its rights under
this Agreement.
6. Indemnification.
6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Amazon, and
our officers, directors, employees, and agents, against any third-party claim, loss, damage,
settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a
“Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products,
including the offer, sale, fulfillment (except to the extent attributable to the FBA service), refund,
cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of
any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the
extent the injury or death is not caused by Amazon), or property damage related thereto; (c) 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 (d) actual or alleged breach of any
representations you have made.
6.2 Amazon’s indemnification obligations. Amazon will defend, indemnify, and hold harmless you
and your officers, directors, employees, and agents against any third-party Claim arising from or
related to: (a) Amazon’s non-compliance with applicable Laws; or (b) allegations that the operation
of an Amazon store infringes or misappropriates that third party’s intellectual property rights.
6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by
applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to
the entry of any judgment or enter into any settlement of an indemnified Claim without the prior
written consent of the other party, which may not be unreasonably withheld; except that a party
may settle any claim that is exclusively directed at and exclusively affects that party.
7. Disclaimer & General Release.
a. THE AMAZON SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS,
MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE
SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE AMAZON SITES,
FEEDBACK
THE
SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 45 of 117
5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i)
ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED
WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF
TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR
NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED
IN THE AMAZON SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE,
TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY
SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER
INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR
SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS
OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS,
EACH PARTICIPANT RELEASES AMAZON (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS,
DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
We WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE,
PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR
COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR
AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE,
BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING
TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE
COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME
THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN
CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
9. Insurance.
If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during
each month over any period of three (3) consecutive months, or otherwise if requested by us, then
within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of
the Term for each applicable Elected Country commercial general, umbrella or excess liability
insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by
or occurring in conjunction with the operation of your business, including products,
products/completed operations and bodily injury, with policy(ies) naming Amazon and its assignees
as additional insureds. At our request, you will provide to us certificates of insurance for the
coverage to the following address: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226,
Attention: Risk Management.
10. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any
and all of Your Taxes, except to the extent that (i) Amazon automatically calculates, collects, or
remits taxes on your behalf according to applicable law; or (ii) Amazon expressly agrees to receive
taxes or other transaction-based charges on your behalf in connection with tax calculation services
made available by Amazon and used by you. You agree to and will comply with the Tax Policies. All
fees and payments payable by you to Amazon under this Agreement or the applicable Service
Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to
cross-border withholding taxes), and you will be responsible for paying Amazon any of Your Taxes
imposed on such fees and any deduction or withholding required on any payment.
11. Confidentiality and Personal Data.
FEEDBACK
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During the course of your use of the Services, you may receive Confidential Information. You agree
that for the term of the Agreement and 5 years after termination: (a) all Confidential Information
will remain Amazon's exclusive property; (b) you will use Confidential Information only as is
reasonably necessary for your participation in the Services; (c) you will not otherwise disclose
Confidential Information to any other Person except as required to comply with the Law; (d) you
will take all reasonable measures to protect the Confidential Information against any use or
disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential
Information only for so long as its use is necessary for participation in the Services or to fulfill your
statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as
soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does
not restrict your right to share Confidential Information with a governmental entity that has
jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly
indicate the confidential nature of the shared information to the governmental entity. You may not
issue any press release or make any public statement related to the Services, or use our name,
trademarks, or logo, in any way (including in promotional material) without our advance written
permission, or misrepresent or embellish the relationship between us in any way. You may only use
the "Available at Amazon" badge as defined in and according to the Trademark Usage Guidelines
available in Seller Central; you may not use our name, trademarks, or logos in any way (including in
promotional material) not covered by the Trademark Usage Guidelines without our advance written
permission.
Generally, you may not use customer personal data in any way inconsistent with applicable Law.
You must keep customer personal data confidential at all times (the above 5 years’ term limit does
not apply to customer personal data).
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this
Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties.
Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the
United States), you and we are independent contractors, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or employment relationship
between us. You will have no authority to make or accept any offers or representations on our
behalf. This Agreement will not create an exclusive relationship between you and us. Nothing
expressed or mentioned in or implied from this Agreement is intended or will be construed to give
to any person other than the parties to this Agreement any legal or equitable right, remedy, or
claim under or in respect to this Agreement. This Agreement and all of the representations,
warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for
the sole and exclusive benefit of Amazon, you, and customers. As between you and us, you will be
solely responsible for all obligations associated with the use of any third party service or feature
that you permit us to use on your behalf, including compliance with any applicable terms of use.
You will not make any statement, whether on your site or otherwise, that would contradict
anything in this section.
14. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas,
improvements, or other feedback or materials to us in connection with or related to any Amazon
Site or Service (including any related Technology), we will be free to use, disclose, reproduce,
modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or
materials in any manner. In order to cooperate with governmental requests, to protect our systems
and customers, or to ensure the integrity and operation of our business and systems, we may access
and disclose any information we consider necessary or appropriate, including but not limited to
user contact details, IP addresses and traffic information, usage history, and posted content. If we
make suggestions on using the Services, you are responsible for any actions you take based on our
suggestions.
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15. Modification.
15.1. We will provide at least 15 days’ advance notice in accordance with Section 18 for changes to
the Agreement.
15.2 However, we may change or modify the Agreement at any time with immediate effect (a) for
legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or
add additional features to the Services (where this does not materially adversely affect your use of
the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or
offensive. We will notify you about any change or modification in accordance with Section 18.
15.3 Your continued use of the Services after the effective date of any change to this Agreement in
accordance with this Section 15 will constitute your acceptance of that change. If any change is
unacceptable to you, you agree not to use the Services and to end the Agreement as described in
Section 3.
16. Password Security.
Any password we provide to you may be used only during the Term to access Seller Central (or
other tools we provide, as applicable) to use the Services, electronically accept Your Transactions,
and review your completed transactions. You are solely responsible for maintaining the security of
your password. You may not disclose your password to any third party (other than third parties
authorized by you to use your account in accordance with this Agreement) and are solely
responsible for any use of or action taken under your password. If your password is compromised,
you must immediately change your password.
17. Export.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported
or transmitted, any commodities, software or technology to any country, individual, corporation,
organization, or entity to which such export, re-export, or transmission is restricted or prohibited,
including any country, individual, corporation, organization, or entity under sanctions or embargoes
administered by the United Nations, US Departments of State, Treasury or Commerce, the
European Union, or any other applicable government authority.
18. Miscellaneous.
The Governing Laws will govern this Agreement, without reference to rules governing choice of
laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is
the United States, Canada, or Mexico, Amazon and you both consent that any dispute with
Amazon or its Affiliates or claim relating in any way to this Agreement or your use of the
Services will be resolved by binding arbitration as described in this paragraph, rather than in
court, except that (i) you may assert claims in a small claims court that is a Governing Court if your
claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the
jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to
enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in
arbitration, and court review of an arbitration award is limited. However, an arbitrator can
award on an individual basis the same damages and relief as a court (including injunctive and
declaratory relief or statutory damages), and must follow the terms of this Agreement as a
court would. Before you may begin an arbitration proceeding, you must send a letter requesting
arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 112 N
Curry Street, Carson City, NV 89703. The arbitration will be conducted by the American Arbitration
Association (AAA) under its commercial rules. Payment of all filing, administration and arbitrator
fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than
$10,000 unless the arbitrator determines the claims are frivolous. The expedited procedures of the
AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such
cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment.
Likewise, Amazon will not seek attorneys' fees and costs from you in arbitration unless the
arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted
by telephone, based on written submissions, or in person at a mutually agreed location. Amazon
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and you each agree that any dispute resolution proceedings will be conducted only on an
individual basis and not in a class, consolidated or representative action. If for any reason a claim
proceeds in court rather than in arbitration Amazon and you each waive any right to a jury trial.
You may not assign this Agreement, by operation of law or otherwise, without our prior written
consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided,
however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in
part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to
the effective date of the assignment or transfer under this Agreement. You agree that we may
assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger,
consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b)
to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the
assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that
restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and
their respective successors and assigns. We may perform any of our obligations or exercise any of
our rights under this Agreement through one or more of our Affiliates. Amazon retains the right to
immediately halt any of Your Transactions, prevent or restrict access to the Services or take any
other action to restrict access to or availability of any inaccurate listing, any inappropriately
categorized items, any unlawful items, or any items otherwise prohibited by applicable Program
Policies. Because Amazon is not your agent (except for the limited purpose set out in the
Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or
the customer’s agent for any purpose, Amazon will not act as either party's agent in connection
with resolving any disputes between participants related to or arising out of any transaction.
Amazon will provide notice to you under this Agreement by posting changes to Seller Central or to
the applicable Amazon Services site to which the changes relate (such as the Developer Site
accessible through your account), by sending you an email notification, or by similar means. You
must send all notices and other communications relating to Amazon to our Selling Partner Support
team via Seller Central, email, the Contact Us form, or similar means. We may also communicate
with you electronically and in other media, and you consent to such communications. You may
change your e-mail addresses and certain other information in Seller Central, as applicable. You will
ensure that all of your information is up to date and accurate at all times.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then
that provision will be deemed severable from these terms and conditions and will not affect the
validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is
the express wish of the parties that this Agreement and the applicable Service Terms and Program
Policies have been drafted in English. (The following is a French translation of the preceding
sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et
tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) We may make
available translations to this Agreement and the applicable Service Terms and Program Policies, but
the English version will control. This Agreement represents the entire agreement between the
parties with respect to the Services and related subject matter and supersedes any previous or
contemporaneous oral or written agreements and understandings.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is
controlled by, or is under common control with that entity.
"Amazon Associated Properties" means any website or other online point of presence, mobile
application, service or feature, other than an Amazon Site, through which any Amazon Site, or
products or services available on any of them, are syndicated, offered, merchandised, advertised, or
described.
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"Amazon Contracting Party" means the party outlined below.
• If the Elected Country is Canada:
Service
Amazon Contracting Party
Selling on Amazon
Amazon Services International, Inc.
Selling on Amazon (if your account is
enabled to list Optional Coverage
Plans)
Amazon Services Contracts, Inc.
Fulfillment by Amazon
Amazon.com.ca, Inc.
Amazon Advertising
Amazon Services International, Inc.
• If the Elected Country is Mexico:
Service
Amazon Contracting Party
Selling on Amazon
Servicios Comerciales Amazon México
S. de R.L. de C.V.
Fulfillment by Amazon
Servicios Comerciales Amazon México
S. de R.L. de C.V.
Amazon Advertising
Servicios Comerciales Amazon México
S. de R.L. de C.V.
• If the Elected Country is the United States:
Service
Amazon Contracting Party
Selling on Amazon
Amazon.com Services LLC
Selling on Amazon (if your account is
enabled to list Optional Coverage
Plans)
Amazon Services Contracts, Inc.
Fulfillment by Amazon
Amazon.com Services LLC
Amazon Advertising
Amazon.com Services LLC
Transaction Processing Services
Amazon Payments, Inc., Amazon
Capital Services, Inc., or Amazon.com
Services LLC, according to the
Transaction Processing Services
Terms
If you register for or use the Selling Partner API, the Amazon Contracting Party is the Contracting
Party that provides the applicable Service you use in connection with the Selling Partner API.
"Amazon Site" means, as applicable, the CA Amazon Site, the MX Amazon Site, or the US Amazon
Site.
"CA Amazon Site" means the website, the primary home page of which is identified by the url
www.amazon.ca, and any successor or replacement of such website.
"Confidential Information" means information relating to us, to the Services, or Amazon
customers that is not known to the general public including, but not limited to, any information
identifying or unique to specific customers; reports, insights, and other information about the
Services; data derived from the Services except for data (other than customer personal data) arising
from the sale of your products comprising of products sold, prices, sales, volumes and time of the
transaction; and technical or operational specifications relating to the Services. For the purposes of
this Agreement, customer personal data constitutes Confidential Information at all times.
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"Content" means copyrightable works under applicable Law and content protected by database
rights under applicable Law.
"Excluded Products" means the items described on the applicable Restricted Products pages in
Seller Central, any other applicable Program Policy, or any other information made available to you
by Amazon.
"Governing Courts" means the applicable one of the following:
• the state or Federal court in King County, Washington (if the Elected Country is Canada, Mexico,
or the United States),
"Governing Laws" means the applicable one of the following:
• the laws of the State of Washington, United States together with the Federal Arbitration Act and
other applicable federal law (if the Elected Country is Canada, Mexico, or the United States),
"Insurance Limits" means the applicable one of the following:
• One Million Canadian Dollars ($1,000,000) (if the Elected Country is Canada),
• Ten Million Mexican Pesos ($10,000,000) (if the Elected Country is Mexico),
• One Million U.S. Dollars ($1,000,000) (if the Elected Country is the United States).
"Insurance Threshold" means the applicable one of the following:
• Ten Thousand Canadian Dollars ($10,000) (if the Elected Country is Canada),
• One Hundred Thousand Mexican Pesos ($100,000) (if the Elected Country is Mexico),
• Ten Thousand U.S. Dollars ($10,000) (if the Elected Country is the United States).
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right,
trade secret right, or any other intellectual property right arising under any Laws and all ancillary
and related rights, including all rights of registration and renewal and causes of action for violation,
misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or
other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal,
state, or provincial level, as applicable) of competent jurisdiction.
"Local Currency" means the applicable one of the following:
• U.S. Dollars (if the Elected Country is the United States),
• Canadian Dollars (if the Elected Country is Canada),
• Mexican Pesos (if the Elected Country is Mexico),
"MX Amazon Site" means the website, the primary home page of which is identified by the url
www.amazon.com.mx, and any successor or replacement of such website.
"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each
case as determined by us, that you offer.
"Order Information" means, with respect to any of Your Products ordered through an Amazon Site,
the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental
authority, association, joint venture, division, or other cognizable entity, whether or not having
distinct legal existence.
"Program Policies" means all policies and program terms provided on the Program Policies page.
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"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all
shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent
specified in the applicable Tax Policies; and (c) in the case of invoiced orders, any amounts that
customers fail to pay to us or our Affiliates on or before the applicable invoice due date.
"Seller Central" means the online portal and tools made available by Amazon to you, for your use
in managing your orders, inventory, and presence on a particular Amazon Site or any other online
point of presence.
"Service" means each of the following services: Selling on Amazon, Fulfillment by Amazon, Amazon
Advertising (including Amazon Sponsored Products), the Selling Partner APIs, and, if the Elected
Country for a Service is the United States, the Transaction Processing Services, together in each
case with any related services and materials we make available.
"Service Terms" means the service terms applicable to each Service, which are made part of this
Agreement upon the date you elect to register for or use the applicable Service, and any
subsequent modifications we make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation,
concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b)
interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data
formats, or other similar materials; and (c) software, hardware, code, technology, or other
functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and
feel"), trade name, other proprietary logo or insignia, or any other source or business identifier,
protected or protectable under any Laws.
"US Amazon Site" means that website, the primary home page of which is identified by the URL
www.amazon.com, and any successor or replacement of such website.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data,
materials, and other items or information provided or made available by you or your Affiliates to
Amazon or its Affiliates.
"Your Personnel" means any third party warranting, administering or otherwise involved in the
offer, sale, performance, or fulfillment of Your Products, including any of your employees,
representatives, agents, contractors, or subcontractors.
"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have
offered through the Selling on Amazon Service; (b) have made available for advertising through the
Amazon Advertising Service; or (c) have fulfilled or otherwise processed through the Fulfillment by
Amazon Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your
Affiliates offers products or services, other than physical stores.
"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export,
value added, consumption, and other taxes, regulatory fees, levies (specifically including
environmental levies), or charges and duties assessed, incurred, or required to be collected or paid
for any reason (a) in connection with any advertisement, offer or sale of products or services by you
on or through or in connection with the Services; (b) in connection with any products or services
provided for which Your Products are, directly or indirectly, involved as a form of payment or
exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your
Affiliates, or any Persons providing products or services, or your or their respective employees,
agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 52 of 117
Canada as it is used in the Fulfillment by Amazon Service Terms, this defined term also means any
of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by
Amazon or any of its Affiliates in connection with or as a result of fulfillment services including the
storage of inventory or packaging of Your Products and other materials owned by you and stored
by Amazon, shipping, gift wrapping, or other actions by Amazon in relation to Your Products
pursuant to the Fulfillment by Amazon Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for
branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any
product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through an Amazon Site.
Selling on Amazon Service Terms
The Selling on Amazon Service ("Selling on Amazon") is a Service that allows you to offer certain
products and services directly on the Amazon Sites.
These Selling on Amazon Service Terms are part of the Agreement, but, unless specifically provided
otherwise, concern and apply only to your participation in Selling on Amazon. BY REGISTERING FOR
OR USING THE SELLING ON AMAZON SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS
YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON
AMAZON SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE
ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR PRODUCTS
THROUGH A PARTICULAR AMAZON SITE (E.G., A MERCHANTS@ AMAZON.COM PROGRAM
AGREEMENT, MERCHANTS @AMAZON.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR
OF THOSE AGREEMENTS), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL
YOUR PRODUCTS ON THAT AMAZON SITE PURSUANT TO SUCH SEPARATE AGREEMENT,
TRANSACTIONS OF YOUR PRODUCTS ON THAT AMAZON SITE AND ANY TAX SERVICES WE
MAKE AVAILABLE UNDER THAT AGREEMENT ARE GOVERNED BY THE TERMS OF THAT
AGREEMENT AND NOT BY THESE SELLING ON AMAZON SERVICE TERMS.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will provide accurate and complete Required
Product Information for each product or service that you offer through any Amazon Site and
promptly update that information as necessary to ensure it at all times remains accurate and
complete. You will also ensure that Your Materials, Your Products (including packaging) and your
offer and subsequent sale of any of the same on any Amazon Site comply with all applicable Laws
(including all minimum age, marking and labeling requirements) and do not contain any sexually
explicit (except to the extent expressly permitted under our applicable Program Policies),
defamatory or obscene materials. You may not provide any information for, or otherwise seek to
offer any Excluded Products on any Amazon Sites; or provide any URL Marks for use, or request that
any URL Marks be used, on any Amazon Site. If you offer a product for sale on an Amazon Site that
requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65
Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies,
(b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of
our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a
product when the prior warning is no longer legally required.
S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products
on a particular Amazon Site, and conduct merchandising and promote Your Products in accordance
with the Agreement (including via the Amazon Associated Properties or any other functions,
features, advertising, or programs on or in connection with the applicable Amazon Site). We may
use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a
seller and Amazon may make these ratings and feedback publicly available. We will provide Order
Information
to you for each order of Your Products through the applicable Amazon Site. We will
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also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive
rights to do so, and will remit them to you in accordance with these Selling on Amazon Service
Terms. We may permit certain customers to place invoiced orders for Your Products, in which case
remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms. You
will accept and fulfill invoiced orders in the same manner as you accept and fulfill non-invoiced
orders, except as otherwise provided in this Agreement.
S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through an
Amazon Site that are not fulfilled using Fulfillment by Amazon, you will determine the shipping and
handling charges subject to our Program Policies and standard functionality (including any
category-based shipping and handling charges we determine, such as for products offered by
sellers on the Individual selling plan and BMVD Products generally). When we determine the
shipping and handling charges, you will accept them as payment in full for your shipping and
handling. Please refer to the Fulfillment by Amazon Service Terms for Your Products that are
fulfilled using Fulfillment by Amazon.
S-1.4 Credit Card Fraud and Unpaid Invoices. We will bear the risk of (a) credit card fraud (i.e., a
fraudulent purchase arising from the theft and unauthorized use of a third party's credit card
information) occurring in connection with Your Transactions, and (b) late payments or defaults by
customers in connection with invoiced orders for Your Products, except, in each case, in connection
with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information
and Shipment Information. You will bear all other risk of fraud or loss.
S-2 Sale and Fulfillment; Refunds and Returns.
S-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by Amazon Service Terms for
each Amazon Site for which you decide to register or use the Selling on Amazon Service, you will:
(a) source, offer, sell and fulfill your Seller-Fulfilled Products, and source and, offer and sell your
Amazon-Fulfilled Products, in each case in accordance with the terms of the applicable Order
Information, this Agreement, and all terms provided by you or us and displayed on the applicable
Amazon Site at the time of the order and be solely responsible for and bear all risk for those
activities; (b) package each of Your Products in a commercially reasonable manner complying with
all applicable packaging and labeling requirements and ship each of Your Products on or before its
Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel
Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable
Amazon Site at the time of the applicable order or as may be required under this Agreement; (e)
fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this
Agreement); (f) provide to Amazon information regarding fulfillment and order status and tracking
(to the extent available), in each case as requested by us using the processes designated by us, and
we may make any of this information publicly available; (g) comply with all Street Date instructions;
(h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip,
and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as
the seller of each of Your Products on all packing slips or other information included or provided in
connection with Your Products and as the Person to which a customer may return the applicable
product; and (k) not send customers emails confirming orders or fulfillment of Your Products. If any
of Your Products are fulfilled using Fulfillment by Amazon, the Fulfillment by Amazon Service
Terms for the applicable Amazon Site will apply to the storage, fulfillment, and delivery of such
Amazon-Fulfilled Products.
S-2.2 Cancellations, Returns, and Refunds. The Amazon Refund Policies for the applicable Amazon
Site will apply to Your Products. Subject to Section F-6, for any of Your Products fulfilled using
Fulfillment by Amazon, you will promptly accept, calculate, and process cancellations, returns,
refunds, and adjustments in accordance with this Agreement and the Amazon Refund Policies for
the applicable Amazon Site, using functionality we enable for your account. Without limiting your
obligations, we may in our sole discretion accept, calculate, and process cancellations, returns,
refunds, and adjustments for the benefit of customers. You will route any payments to customers in
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connection with Your Transactions through Amazon. We will make any payments to customers in
the manner we determine, and you will reimburse us for all amounts we pay.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance,
non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your
Products, except to the extent caused by: (a) credit card fraud for which we are responsible under
Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us
or resulting from address verification. Notwithstanding the previous sentence, for those of Your
Products that are fulfilled using Fulfillment by Amazon, if any, the Fulfillment by Amazon Service
Terms for the applicable Amazon Site will apply to non-delivery, misdelivery, theft, or other
mistake or act in connection with the fulfillment of those of Your Products. You are also responsible
for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your
Products or other products provided in connection with Your Products. You will notify us promptly
as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or
other products provided in connection with Your Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received or initiated a
claim under the "A-to-z Guarantee" offered on a particular Amazon Site or other dispute relating to
the offer, sale or fulfillment of Your Products (other than a chargeback), concerning one of Your
Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim,
chargeback, or dispute is your responsibility, you (a) will not take recourse against the customer,
and (b) are responsible for reimbursing us in accordance with the Service Fee Payments section of
this Agreement for the amount paid by the customer (including taxes and shipping and handling
charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other
fees and expenses associated with the original transaction (such as credit card, bank, payment
processing, re-presentment, or penalty fees) and any related chargebacks or refunds, to the extent
payable by us.
S-4 Compensation.
You will pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; (c) the nonrefundable Selling on Amazon Subscription Fee in advance each month; and (d) any other
applicable fees described in this Agreement (including any applicable Program Policies). "Selling on
Amazon Subscription Fee" means the fee specified as such on the Selling on Amazon Fee Schedule
for the applicable Amazon Site at the time such fee is payable. With respect to each of Your
Transactions: (i) "Sales Proceeds" has the meaning set out in this Agreement; (ii) "Variable Closing
Fee" means the applicable fee, if any, as specified on the Variable Closing Fee Schedule for the
applicable Amazon Site; and (iii) "Referral Fee" means the applicable fee based on the Sales
Proceeds from Your Transaction through the applicable Amazon Site specified on the Selling on
Amazon Fee Schedule for that Amazon Site at the time of Your Transaction, based on the
categorization by Amazon of the type of product that is the subject of Your Transaction; provided,
however, that Sales Proceeds will not include any shipping charges set by us in the case of Your
Transactions that consist solely of products fulfilled using Fulfillment by Amazon.
S-5 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, we will remit to you your available balance on a biweekly (14 day) (or at our option, more frequent) basis, which may vary for each Elected Country.
For each remittance, your available balance is equal to any Sales Proceeds not previously remitted
to you as of the applicable Remittance Calculation Date (which you will accept as payment in full
for Your Transactions), less: (a) the Referral Fees; (b) the applicable Variable Closing Fee; (c) any
Selling on Amazon Subscription Fees; (d) any other applicable fees described in this Agreement
(including any applicable Program Policies); (e) any amounts we require you to maintain in your
account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of
the General Terms, Section S-1.4, and applicable Program Policies); and (f) any taxes that Amazon
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automatically calculates, collects and remits to a tax authority according to applicable law, as
specified in the Tax Policies.
We may establish a reserve on your account based on our assessment of risks to Amazon or third
parties posed by your actions or performance, and we may modify the amount of the reserve from
time to time at our sole discretion.
When you either initially provide or later change Your Bank Account information, the Remittance
Calculation Date may be deferred by up to 14 days. For sellers that registered after October 30,
2011 and are on the Individual selling plan, the remittance amount will not include Sales Proceeds
from the 14-day period before the date of remittance. If you refund money to a customer in
connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on
the next available Remittance Calculation Date we will refund to you the amount of the Referral
Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes
and customs duties only to the extent specified in the applicable Tax Policies), less the Refund
Administration Fee for each of Your Products refunded that is not a BMVD Product, which amount
we may retain as an administrative fee; provided, however, that in the case of a complete refund of
Sales Proceeds for a Media Product, we will refund to you the full amount of any Variable Closing
Fee paid by you to us (and in the case of a partial refund of Sales Proceeds for a Media Product, we
will not refund to you any portion of any Variable Closing Fee paid by you to us). We will remit any
amounts to be refunded by us pursuant to this subsection from time to time together with the next
remittance to be made by us to you. “Refund Administration Fee” means the applicable fee
described on the Refund Administration Fee Schedule for the applicable Amazon Site.
Net Sales Proceeds from non-invoiced orders will be credited to your available balance when they
are received by us or our Affiliates. Sales Proceeds from invoiced orders will be credited to your
available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of Sales
Proceeds from invoiced orders, on the day all of Your Products included in an invoiced orders are
shipped; or (b) otherwise, no later than the seventh day following the date that an invoiced order
becomes due.
S-6 Amazon’s Websites and Services.
Amazon has the right to determine, the design, content, functionality, availability and
appropriateness of its websites, selection, and any product or listing in the Amazon Stores, and all
aspects of each Service, including your use of the same. Amazon may assign any of these rights or
delegate any of its responsibilities.
S-7 Continuing Guarantees
Guarantees. We require the following continuing guarantees from you.
S-7.1 Pesticides. If any of Your Products is a “pesticide” being offered or sold in the United States or
other product regulated under the US Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”)
or its implementing regulations, then you provide to us the following continuing guaranty that: (a)
you are a resident of the United States; and (b) with respect to each such product, the pesticides
and other FIFRA regulated products comprising each sale, shipment, or other delivery made
previously or hereafter are: (i) lawfully registered with the US Environmental Protection Agency at
the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA
registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all
requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery,
and (iii) provided by you in the original, unbroken packaging.
Selling on Amazon Definitions
"Amazon-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by
Amazon
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"Amazon Refund Policies" means the return and refund policies published on the applicable
Amazon Site and applicable to products and services offered via that Amazon Site.
"BMVD Product" means any book, magazine or other publication, sound recording, video recording,
and/or other media product in any format, including any subscription, in each case excluding any
software product, computer game, and/or video game.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale
that you: (a) have attempted to make available through a particular Amazon Site but that we do
not honor or support (but only until such time as we honor or support the same on such Amazon
Site); or (b) make available solely to third parties that either (i) purchase products solely for resale
and who are not end users of such products (i.e., wholesale purchasers), or (ii) if the Elected Country
is Canada, Mexico, or the United States, have affirmatively elected and opted-in to participate in
your or one of your Affiliates' membership-based customer loyalty or customer incentive programs.
"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the
shipping availability period (which begins as of the date on which the relevant order is placed by
the customer), or the shipping availability date, as applicable, specified by you in the relevant
inventory/product data feed for Your Product; or (b) if you do not specify shipping availability
information in such inventory/product data feed or that Your Product is in a product category that
Amazon designates as requiring shipment within two (2) business days, two (2) business days after
the date on which the relevant order is placed by the customer.
"Media Product" means any book, magazine or other publication, sound recording, video recording,
software product, computer game, videogame, or other media product in any format, including any
related subscription, offered through an Amazon Site.
"Purchase Price" means the total amount payable or paid for Your Product (including taxes and
shipping and handling charges only to the extent specified in the applicable Tax Policies).
"Remittance Calculation Date" is the date that is two (2) business days prior to the date of
remittance (the "Remittance Calculation Date").
"Required Product Information" means, with respect to each of Your Products in connection with a
particular Amazon Site, the following (except to the extent expressly not required under the
applicable Program Policies): (a) description, including as applicable, location-specific availability
and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN
numbers, and other identifying information as Amazon may reasonably request; (c) information
regarding in-stock status and availability, shipping limitations or requirements, and Shipment
Information (in each case, in accordance with any categorizations prescribed by Amazon from time
to time); (d) categorization within each Amazon product category and browse structure as
prescribed by Amazon from time to time; (e) digitized image that accurately depicts only Your
Product, complies with all Amazon image guidelines, and does not include any additional logos,
text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our
standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other
content required by applicable Law to be displayed in connection with the offer, merchandising,
advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and
conditions applicable to such product that a customer should be aware of prior to purchasing the
product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical
specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may
reasonably request) for accessories related to Your Product that is available in our catalog; (p) the
state or country Your Product ships from; and (q) any other information reasonably requested by us
(e.g., the condition of used or refurbished products; and invoices and other documentation
demonstrating the safety and authenticity of Your Products).
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment
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"Shipment Information" means, with respect to any of Your Products, the estimated or promised
shipment and delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor
of a product as the date before which specified information regarding such product (e.g., title of a
book) should not be disclosed publicly, or such product should not be delivered or otherwise made
available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string,
that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a
top level domain (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these
Selling on Amazon Service Terms, it means any and all such transactions through Selling on
Amazon only.
Fulfillment by Amazon Service Terms
Fulfillment by Amazon ("FBA") provides fulfillment and associated services for Your Products.
These FBA Service Terms are part of the Agreement, and, unless specifically provided otherwise,
concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON
BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE
AGREEMENT, INCLUDING THESE FBA SERVICE TERMS. You expressly agree that Amazon may
engage its Affiliate(s) or a third party in order to complete one or more of the fulfillment and
associated services outlined below.
Fulfillment Services
F-1 Your Products
Once you are accepted into FBA, you must apply to register each product you offer that you wish to
include in the FBA program. We may refuse registration in FBA of any product, including on the
basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at
any time withdraw registration of any of Your Products from FBA.
F-2 Product and Shipping Information
You will, in accordance with applicable Program Policies, provide accurate and complete
information about Your Products registered in FBA, and will provide Fulfillment Requests for any
Units fulfilled using FBA that are not sold through an Amazon Site ("Multi-Channel Fulfillment
Units"). You will promptly update any information about Your Products in accordance with our
requirements and as necessary so that the information is at all times accurate and complete.
F-3 Shipping to Amazon
F-3.1 Except as otherwise provided in Section F-3.4 and Section F-5, FBA is limited to Units that are
shipped to and from fulfillment centers located within the applicable Elected Country, to be
delivered to customers in the same Elected Country only. You will ship Units to us in accordance
with applicable Program Policies. You will be responsible for all costs incurred to ship the Units to
the shipping destination (including costs of freight and transit insurance) and Amazon will not pay
any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges.
In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your
expense (pursuant to Section F-7) or re-package or re-label the Unit and charge you an
administrative fee.
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F-3.2 You will not deliver to us, and we may refuse to accept, any shipment or Unsuitable Unit.
F-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section F-9.2)
to fulfillment centers using discounted shipping rates that we may make available to you for certain
carriers. In such event, you will use the processes and supply the information that we require for
you to obtain such discounted rates. You also must comply with standard operating procedures,
weight and size restrictions, and other shipping requirements of the applicable carriers. If we
provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that
actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as
determined by the applicable carrier, differs from that submitted by you to us for purposes of
determining the estimated shipping costs, then: (a) you may be charged more than the estimated
shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b)
you may be charged the full amount of the estimated shipping costs even if the carrier determines
the weight to be less than that submitted by you. You will not use carrier account information (e.g.,
carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such
information to any third party, and you will protect such information as Amazon's confidential
information in accordance with Section 11 of the General Terms of this Agreement. As between
you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to
the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of
loss for any Unit shipped using discounted rates provided by us under this Section will remain with
you, and our provision of such shipping rates will not create any liability or responsibility for us with
respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier
to provide us with all shipment tracking information.
F-3.4 If you ship Units from outside the applicable Elected Country to fulfillment centers, you will
list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any
import documentation, Amazon reserves the right to refuse to accept the Units covered by the
import documents and any costs assessed against or incurred by Amazon will be collected from
Your Bank Account, deducted from amounts payable to you, or by other method at our election.
F-4 Storage
We will provide storage services as described in these FBA Service Terms once we confirm receipt of
delivery. We will keep electronic records that track inventory of Units by identifying the number of
Units stored in any fulfillment center. We will not be required to physically mark or segregate Units
from other inventory units (e.g., products with the same Amazon standard identification number)
owned by us, our Affiliates or third parties in the applicable fulfillment center(s). If we elect to
commingle Units with such other inventory units, both parties agree that our records will be
sufficient to identify which products are Units. We may move Units among facilities. If there is a loss
of or damage to any Units while they are being stored, we will, compensate you in accordance with
the FBA Guidelines, and you will, at our request, provide us a valid tax invoice for the compensation
paid to you. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to
Section F-7. At all other times, you will be solely responsible for any loss of, or damage to, any
Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been
delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred
after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of
Units of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our
rights under this Agreement. We reserve the right to change scheduling restrictions and volume
limitations on the delivery and storage of your inventory in fulfillment centers in accordance with
Section 15 of the General Terms, and you will comply with any of these restrictions or limitations.
F-5 Fulfillment
As part of our fulfillment services, we will ship Units from our inventory of Your Products to the
shipping addresses in the Elected Country included in valid customer orders, or submitted by you as
part of a Fulfillment Request. We may ship Units together with products purchased from other
merchants, including any of our Affiliates. We also may ship Units separately that are included in a
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single Fulfillment Request. If you participate in our export fulfillment services, we will also ship
Your Products that we determine to be eligible (each, a "Foreign-Eligible Product") to Foreign
Addresses within countries we determine to be eligible for foreign shipments, subject to the
additional terms on foreign shipments in the applicable FBA Guidelines.
F-6 Customer Returns
F-6.1 You will be responsible for and will accept and process returns of, and provide refunds and
adjustments for, any Multi-Channel Fulfillment Units in accordance with the Agreement (including
the applicable Program Policies).
F-6.2 We will receive and process returns of any Amazon Fulfillment Units that were shipped to
addresses within the Elected Country in accordance with the terms of your Seller Agreement, these
FBA Service Terms, and the Program Policies. Any Sellable Units that are also Amazon Fulfillment
Units and that are properly returned will be placed back into the inventory of Your Products in the
FBA Program. We may fulfill customer orders for Your Products with any returned Amazon
Fulfillment Units. Except as provided in Section F-7, you will retake title of all Units that are
returned by customers.
F-6.3 Subject to Section F-7, we will, at your direction, either return or dispose of any Unit that is
returned to us by a customer and that we determine is an Unsuitable Unit.
F-6.4 If Amazon receives a customer return of a Multi-Channel Fulfillment Unit, you will direct us to
return or dispose of the Unit at your own cost failing which we may dispose of the Unit as provided
in Section F-7.
F-7 Returns to You and Disposal
F-7.1 You may, at any time, request that Units be returned to you or that we dispose of Units.
F-7.2 We may with notice return Units to you, including upon termination of these FBA Service
Terms. Returned Units will be sent to your designated shipping address. However, if (a) the
designated shipping address we have for you is outdated or incorrect, (b) you have not provided or,
upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot
make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed
abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by
selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the
disposal.
We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action):
(d) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to Amazon,
our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we
have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are
exposed to liability towards a third party; (e) if you fail to direct us to return or dispose of any
Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (f) if
you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as
otherwise specified in the applicable Program Policies) after we notify you that its removal is
required, for instance because your use of FBA is suspended or terminated or your seller account is
suspended, terminated or closed. In addition, you will reimburse us for expenses we incur in
connection with any Unsuitable Units.
F-7.3 You may, at any time, request that we dispose of Units. In this case, we may dispose of these
Units as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it)
and retain any proceeds we may receive from the disposal. Title to each disposed Unit will transfer
to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims,
security interests or other encumbrances to the extent required to dispose of the Unit, and we may
retain
any proceeds, we may receive from the disposal.
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F-7.4 You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your
Products and cooperate and assist us in connection with any recalls or safety alerts, including by
initiating the procedures for returning items to you under our standard processes. You will be
responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection
with any recall or potential recall or safety alerts of any of Your Products (including the costs to
return, store, repair, liquidate, or deliver to you or any vendor any of these products).
F-8 Customer Service
F-8.1 For Multi-Channel Fulfillment Units we will have no customer service obligations other than
to pass any inquiries to your attention at the contact you provide, and to make available a
reasonable amount of information regarding the status of the fulfillment of Your Products if you
request it and if and to the extent we possess the requested information. You will ensure that all of
your policies and messaging to your customers regarding shipping of Your Products and other
fulfillment-related matters, reflect our policies and requirements, including with regard to shipping
methods, returns, and customer service; and, you will conspicuously display on your website(s), in
emails or in other media or communications any specific disclosures, messaging, notices, and
policies we require.
F-8.2 We will be responsible for all customer service issues relating to packaging, handling and
shipment, and customer returns, refunds, and adjustments related to Amazon Fulfillment Units. We
will determine whether a customer will receive a refund, adjustment or replacement for any
Amazon Fulfillment Unit and we will require you to reimburse us where we determine you have
responsibility in accordance with the Agreement (including these FBA Service Terms and the
Program Policies). We will promptly notify you when you are responsible for a customer refund.
You may appeal if you disagree with our finding within thirty (30) days after our notification, in
addition to your right to request that Units be returned to you under Section F-7.1. Except as
provided in this Section F-8 regarding any Amazon Fulfillment Units, customer service will be
handled in accordance with your Seller Agreement.
F-8.3 In situations relating to Amazon Fulfillment Units where the wrong item was delivered or the
item was damaged or lost or is missing, unless we determine that the basis for such request is
caused by you or any of your employees, agents, or contractors, we will, at our option: (a) for any
Amazon Fulfillment Unit, (i) ship a replacement Unit to the customer and reimburse you in
accordance with the FBA Guidelines for the replacement Unit, or (ii) process a refund to the
customer and reimburse you in accordance with the FBA Guidelines for the Unit; or (b) for any
Multi-Channel Fulfillment Unit, reimburse you in accordance with the FBA Guidelines for the Unit
(and you will, at our request, provide us a valid tax invoice for the compensation paid to you). Any
customer refund will be processed in accordance with the Selling on Amazon and the Transaction
Processing Service Terms (if the Elected Country for a Service is the United States). Notwithstanding
the Selling on Amazon Service Terms, we will be entitled to retain the applicable fees payable to us
under the Selling on Amazon Service Terms and these FBA Service Terms, respectively. Except as
expressly provided in this Section F-8.3, you will be responsible for all costs associated with any
replacement or return.
F-8.4 If we provide a replacement Unit or refund as described in Section F-8.3 to a customer and
that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to
Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your
inventory in accordance with Section F-6. If we do put a Unit back into your inventory, you will
reimburse us for the applicable Replacement Value (as described in the FBA Guidelines) of the
returned Unit. Any replacement Unit shipped by us under these FBA Service Terms will be deemed
to be, and will be treated in the same manner as, an order and sale of such Unit from you to the
customer via the applicable Amazon Site or Service in accordance with, and subject to, the terms
and conditions of this Agreement and your Seller Agreement.
F-9 Compensation for Fulfillment Services
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F-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the applicable
Fulfillment by Amazon Fee Schedule. You will be charged the Storage Fees beginning on the day
(up to midnight) that the Unit arrives at a fulfillment center and is available for fulfillment by
Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of:
(a) the day (up to midnight) we receive a valid customer order for such product or a request from
you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to
your designated return location or dispose of the Unit.
F-9.2 Shipping and Gift Wrap. For any Amazon Fulfillment Units we will determine the amounts
charged to the customer for shipping and gift wrap services for the Units that we fulfill through the
FBA Program. As between you and us, these charges will be your charges to the customer, and we
will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such
charges to the customer. In the case of shipments of Units sold through the Amazon Site that
qualify for the "Free Shipping" promotion, the amounts charged to the customer for shipping the
Selling on Amazon Units that Amazon fulfills will first be charged to the customer and will next be
deducted from the total charges to the customer as your promotion and Amazon will not charge
you the fee described above. If you ship Units to us using the shipping rates that we may make
available pursuant to Section F-3.3, you will reimburse us for the actual amounts charged to us by
the applicable carrier for such shipments.
F-9.3 Proceeds. We may as appropriate keep part of or all proceeds of any Units that we are
entitled to dispose of pursuant to F-7 above, or to which title transfers, including returned,
damaged, or abandoned Units. You will have no security interest, lien, or other claim to the
proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Units.
F-10 Indemnity
In addition to your obligations under Section 6 of the General Terms of this Agreement, you also
agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective
officers, directors, employees, representatives, and agents against any Claim that arises from or
relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we
identify as yours pursuant to Section F-4), including any personal injury, death, or property damage;
(b) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes; and, if
applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise,
business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties,
fines, or interest on any of the foregoing) imposed by any government or other taxing authority in
connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively,
"Foreign Shipment Taxes").
F-11 Release
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors,
shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in
concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and
complete satisfaction of and unconditionally and irrevocably release and forever fully discharge
Amazon and each of our Affiliates, and any and all of our and their predecessors, successors, and
Affiliates, past and present, as well as each of our and their partners, officers, directors,
shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and
each of them and all Persons acting by, through, under, or in concert with any of them (collectively,
the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits,
damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or
unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively,
"Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the
future may hold or own against the Released Parties, or any of them, arising out of, resulting from,
or in any way related to the shipment, export, or delivery of Your Products to Foreign Addresses,
including any tax registration or collection obligations. You, on behalf of yourself and all other
Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort,
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product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any
of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you
register for or use FBA, which the Releasing Parties are giving up by agreeing to these FBA Service
Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will
deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from
asserting any such Losses against the Released Parties, or any of them. In addition to the foregoing,
you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with
Section 1542 of the Civil Code of the State of California, as follows:
"A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights
that you had or may have under Section 1542 of the Civil Code of the State of California or any
similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive
all such rights pertaining to the subject matter of these FBA Service Terms.
F-12 Disclaimer
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THIS AGREEMENT,
WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND
REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE),
RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR
PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-13 Effect of Termination
Your termination rights are set forth in Section 3 of this Agreement. Following any termination of
the Agreement or these FBA Service Terms in connection with a particular Elected Country, we will,
as directed by you, return to you or dispose of the Units held in that Elected Country as provided in
Section F-7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as
otherwise specified in the applicable Program Policies) after termination, then we may elect to
return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you agree to
such actions. Upon any termination of these FBA Service Terms in connection with a particular
Elected Country, all rights and obligations of the parties under these FBA Service Terms in
connection with such Elected Country will be extinguished, except that the rights and obligations of
the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12, and F-13 with respect
to Units received or stored by Amazon as of the date of termination will survive the termination.
F-14 Tax Matters
You understand and acknowledge that storing Units at fulfillment centers may create tax nexus for
you in any country, state, province, or other localities in which your Units are stored, and you will be
solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or
Your Taxes are assessed against us as a result of performing services for you in connection with the
FBA Program or otherwise pursuant to these FBA Service Terms, you will be responsible for such
Foreign Shipment Taxes and Your Taxes and you will indemnify and hold Amazon harmless from
such Foreign Shipment Taxes and Your Taxes as provided in Section F-10 of these FBA Service
Terms.
F-15 Additional Representation
In addition to your representations and warranties in Section 5 of the General Terms of this
Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all
necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will
deliver
all Units to us in new condition (or in such condition otherwise described by you in the
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applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging
will comply with all applicable marking, labeling, and other requirements required by Law; (d) no
Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or
forced labor; (e) you and all of your subcontractors, agents, and suppliers involved in producing or
delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and
all other countries where Units are produced or delivered, regarding the operation of their facilities
and their business and labor practices, including working conditions, wages, hours, and minimum
ages of workers; and (f) that all Foreign-Eligible Products (i) can be lawfully exported from Canada,
Mexico, or the United States, as applicable, without any license or other authorization; and (ii) can
be lawfully imported into, and comply with all applicable Laws of, any eligible country.
FBA Definitions
"Amazon Fulfillment Units" means Units fulfilled using FBA that are sold through an Amazon Site.
For avoidance of doubt, if you have successfully registered for or used both the FBA and Selling on
Amazon Services, then the term "Amazon Fulfillment Units" and the defined term "Amazon Fulfilled
Products" in the Selling on Amazon Service Terms both refer to the same items.
"FBA Excluded Product" means any Unit that is an Excluded Product or is otherwise prohibited by
the applicable Program Policies.
"Foreign Address" means (a) if the Elected Country is the United States, any mailing address that is
not (i) within the fifty states of the United States or Puerto Rico, or (ii) an APO/FPO address; and (b)
if the Elected Country is not the United States, any mailing address that is not within the Elected
Country.
"Fulfillment Request" means a request that you submit to us (in accordance with the standard
methods for submission prescribed by us) to fulfill one or more Multi-Channel Fulfillment Units.
"Multi-Channel Fulfillment Units" has the meaning in Section F-2.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on Amazon Service Terms, the Merchants@ Program
Agreement, the Marketplace Participation Agreement, any successor to any of these agreements, or
any other similar agreement (as determined by Amazon) between you and us that permits you to
offer products and services via a particular Amazon Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information:
the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other
shipping-related information we may reasonably request.
"Unit" means a unit of Your Product that you deliver to Amazon in connection with the FBA
Program.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or
lacking required label(s); (b) the labels for which were not properly registered with Amazon before
shipment or do not match the product that was registered; (c) that is an FBA Excluded Product or
does not comply with the Agreement (including applicable Service Terms and Program Policies); (d)
that Amazon determines is unsellable or unfulfillable; or (e) that Amazon determines is otherwise
unsuitable.
Amazon Advertising Service Terms
The Amazon Advertising Service Terms govern your use of Amazon Advertising, a Service that
allows you to advertise your products. The Amazon Advertising Service Terms apply to your use of
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the
Ad Services.
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Your use of the Ad Services (as defined in the Amazon Advertising Agreement) is governed by the
Amazon Advertising Agreement. You accept the Amazon Advertising Agreement, which may be
updated from time to time by Amazon in accordance with its terms. The Amazon Advertising
Agreement is available at https://advertising.amazon.com/terms. In the event of any conflict
between the General Terms or Program Policies and the Amazon Advertising Agreement with
respect to the Ad Services, the Amazon Advertising Agreement will prevail to the extent of the
conflict. If the Amazon Advertising Agreement is deemed unlawful, void, or for any reason
unenforceable, then the General Terms will govern your access to and use of the Ad Services.
Transaction Processing Service Terms
BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN AMAZON ADVERTISING FOR WHICH
THE ELECTED COUNTRY IS THE UNITED STATES, YOU (ON BEHALF OF YOURSELF OR THE
BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE
TERMS FOR THAT SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT
GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON THE US AMAZON SITE,
THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR
TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.
P-1 Payments Processing Agency Appointment
For non-invoiced orders, you authorize Amazon Payments, Inc. to act as your agent for purposes of
processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales
Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card,
and paying Amazon and its Affiliates amounts you owe in accordance with this Agreement or other
agreements you may have with Amazon Affiliates. For invoiced orders, you authorize: (a) Amazon
Capital Services, Inc. to act as your agent for purposes of processing payments, refunds and
adjustments for Your Transactions, and receiving and holding Sales Proceeds on your behalf; and
(b) Amazon.com Services LLC to act as your agent for purposes of remitting Sales Proceeds to Your
Bank Account, charging your Credit Card, and paying Amazon and its Affiliates amounts you owe in
accordance with this Agreement or other agreements you may have with Amazon Affiliates.
Amazon Payments, Inc., Amazon Capital Services, Inc., and Amazon.com Services LLC are each an
“Amazon Payments Agent”. The applicable Amazon Payments Agents provide the services
described in these Transaction Processing Service Terms and the related services described in
Sections S-1.4, S-2.2, S-5, and F-8.3 of the Agreement (collectively, the "Transaction Processing
Services").
When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit
the buyer's payment (less any applicable fees or other amounts we may collect under this
Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions
when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.
P-2 Remittance
Subject to Section 2 of the General Terms of this Agreement, the applicable Amazon Payments
Agents will remit funds to you in accordance with Section S-5 of the Agreement and these
Transaction Processing Service Terms. Each applicable Amazon Payments Agent's obligation to
remit funds collected or received by it or otherwise credited to your available balance in connection
with Your Transactions is limited to funds in your available balance that have become available in
accordance with this Agreement less amounts owed to Amazon and any taxes that Amazon
automatically calculates, collects and remits to a tax authority according to applicable law, as
specified in the Tax Policies, subject to chargeback or reversal or withheld for anticipated claims in
accordance with this Agreement. Without limiting Amazon's rights to collect any amounts you owe,
the applicable Amazon Payments Agent's receipt of Sales Proceeds or crediting of Sales Proceeds to
your available balance discharges your obligation to pay applicable fees and other amounts under
this Agreement to the extent the Sales Proceeds received or credited equal or exceed the fees and
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other amounts you owe and the Sales Proceeds are applied to the payment of those fees and
amounts.
P-3 Your Funds
Your Sales Proceeds will be held in an account with the applicable Amazon Payments Agent (a
"Seller Account") and will represent an unsecured claim against that Amazon Payments Agent.
Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation, nor do you have
any right or entitlement to collect Sales Proceeds directly from any customer. Prior to disbursing
funds to you, an Amazon Payments Agent may combine Sales Proceeds held with the funds of
other users of the Services, invest them, or use them for other purposes permitted by applicable
Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent
required by applicable Laws, an Amazon Payments Agent will not use any funds held on your behalf
for its corporate purposes, will not voluntarily make such funds available to its creditors in the
event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach
such funds.
P-4 Verification
We may at any time require you to provide any financial, business or personal information we
request to verify your identity. You authorize us to obtain from time to time consumer credit
reports to establish or update your Seller Account or in the event of a dispute relating to this
Agreement or the activity under your Seller Account. You agree to update all Seller Account
information promptly upon any change. The Amazon Payments Privacy Notice applies to
transactions processed by Amazon Payments, Inc.
P-5 Dormant Accounts
If there is no activity (as determined by us) in connection with your Seller Account for the period of
time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we
will notify you by means designated by us and provide you the option of keeping your Seller
Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to
our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller
Account to your state of residency, as determined by us based on the information in your Seller
Account. If we are unable to determine your state of residency or your Seller Account is associated
with a foreign country, your funds may be sent to the State of Delaware.
Selling Partner API Terms
API-1 Description of the Selling Partner APIs
The "Selling Partner APIs" enable your systems to interface with certain features or functionality we
make available to you. These Selling Partner API Terms concern and apply only to your use of the
Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms,
you may authorize parties who (a) develop Applications to support you using the Selling Partner
APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the
Marketplace Developer Agreement ("Developers") to access Confidential Information and Your
Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop
software or a website that interfaces with the Selling Partner APIs or the API Materials (an
"Application"), you must register as a Developer.
We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and
software,
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Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 66 of 117
the Selling Partner APIs, including related documentation, software libraries, and other supporting
materials, regardless of format (collectively the "API Materials") that permit your systems to
interface with certain features or functionality available to you. You may authorize Developers to
access your Materials via the Selling Partner APIs solely for the purpose of supporting your business
on Amazon. All terms and conditions applicable to the Selling Partner APIs and the API Materials in
this Agreement are solely between you and us. API Materials that are public or open source
software ("Public Software") may be provided to you under a separate license, in which case,
notwithstanding any other provision of this Agreement, that license will govern your use of those
API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license
governing any API Materials that are Public Software, all of the non-license provisions of this
Agreement will apply.
API-2 License and Related Requirements
API-2.1 Generally.
We grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license
during the term of the Agreement to allow Developers to access and use Your Materials through
the Selling Partner APIs and the API Materials solely in support of your use of the Services covered
by this Agreement. As between you and us, we or our licensors own all right, title, and interest in
and to the Selling Partner APIs, the API Materials, any technical and operational specifications,
security protocols and other documentation or policies provided or made available by us with
respect to the Selling Partner APIs or the API Materials (the "Selling Partner API Specifications"),
and our internal data center facilities, servers, networking equipment, and host software systems
that are within our or their reasonable control and are used to provide the Selling Partner APIs or
the API Materials (the "Amazon Network").
API-2.2 License Restrictions.
You may authorize Developers to access your Materials through the Selling Partner APIs and the API
Materials only through APIs documented and communicated by us in accordance with any
applicable Selling Partner API Specifications. You may not and may not authorize any other party to
do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer,
decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or
in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use
any Public Software in any manner that requires, pursuant to the license applicable to such Public
Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or
otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer
rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or
exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of
Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our
policies or are otherwise harmful to us or any third parties. The limitations regarding Data Use in
Section 11 above apply to any information you receive by the direct or indirect use of the Selling
Partner APIs.
API-2.3 No License for Direct Access.
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For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly
access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of
the Selling Partner APIs may only be licensed to Developers.
API-2.4 Account Identifiers and Credentials.
You must use the account IDs and any unique public key/private key pair issued by us to provide
access to your data via the Selling Partner APIs ("Account Identifiers and Credentials") in accordance
with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on
your behalf. You may only authorize access to Confidential Information and Your Materials via the
Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for
your personal use only and you must maintain their secrecy and security. You are solely responsible
for all activities that occur using your Account Identifiers and Credentials, regardless of whether the
activities are undertaken by you or a third party (including your employees, contractors, or agents).
You will provide us with notice immediately if you believe an unauthorized third party may be using
your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or
stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
API-2.5 Security of Your Materials.
You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf
and taking your own steps to maintain appropriate security, protection, and backup of Your
Materials. We are not responsible for any unauthorized access to, alteration of, or deletion,
destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling
Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).
API-3 Termination
API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials.
Without limiting the parties’ rights and obligations under this Agreement, the Amazon Marketplace
Developer Agreement, or the Amazon Marketplace API License Agreement, we may limit, suspend,
or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30
days’ notice. We may terminate immediately if (a) we determine that you have materially breached
this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been
engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and
the API Materials may harm our customers.
Upon any suspension or termination of your access to the Selling Partner APIs and the API
Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API
Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials,
you will also immediately destroy all API Materials. Upon any suspension or termination of your
access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and
Credentials to cease to be recognized by the Amazon Network for the purposes of the Selling
Partner APIs and the API Materials.
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API-4 Modifications to the Selling Partner APIs and the API Materials
We may change or discontinue the Selling Partner APIs or the API Materials (including by changing
or removing features or functionality of the Selling Partner APIs or the API Materials) from time to
time. For any material changes that will negatively affect your business, we will provide notice
under Section 18.
API-5 Disclaimers
THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR
AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING
PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER
APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL
COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR
TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS,
WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED
BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY
WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER,
NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR
ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE
INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS,
EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR
USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.
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English
© 1999-2020, Amazon.com, Inc. or its affiliates
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 70 of 117
Effective September 1, 2021
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 71 of 117
English
Sign in
Sell on Amazon
This article applies to selling in: Unit ed St at es
Seller Cent ral Help
Policies, agreem ent s, and guidelines
Am azon Services Business Solut ions Agreem ent
Am azon Services Business Solut ions
Agreem ent
The version of this Agreement in English is the de nitive legal version. A
translation into Chinese is available for your ease of reference.
Gen eral Term s
Welcome to Am azon Ser vices Business Solut ions, a suite of optional services for
sellers including: Selling on Amazon, Ful llment by Amazon, Amazon
Advertising, Transaction Processing Services, and the Selling Partner API.
THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT (THE
"AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR
ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU
OR THE BUSINESS YOU REPRESENT AND AMAZON. BY REGISTERING FOR OR
USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU
REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR
EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN
EACH CASE, THE "ELECTED COUNTRY").
As used in this Agreement, "we," "us," and "Am azon " means the applicable
Amazon Contracting Part y and any of its applicable A liates, and "you" means
the applicant (if registering for or using a Service as an individual), or the
business employing the applicant (if registering for or using a Service as a
business) and any of its A liates. Capitalized terms have the meanings given to
them in this Agreement. If there is any con ict bet ween these General Terms and
the applicable Service Terms and Program Policies, the General Terms will govern
and the applicable Service Terms will prevail over the Program Policies.
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1. En rollm en t .
To begin the enrollment process, you must complete the registration process for
one or more of the Services. Use of the Services is limited to parties that can
lawfully enter into and form contracts under applicable Law (for example, the
Elected Country may not allow minors to use the Services). As part of the
application, you must provide us with your (or your business') legal name,
address, phone number and e-mail address, as well as any other information we
may request. Any personal data you provide to us will be handled in accordance
with Amazon’s Privacy Notice.
2. Ser vice Fee Paym en t s; Receip t of Sales Proceed s.
Fee details are described in the applicable Service Terms and Program Policies.
You are responsible for all of your expenses in connection with this Agreement.
To use a Service, you must provide us with valid credit card information from a
credit card or credit cards acceptable by Amazon ("Your Credit Card") as well as
valid bank account information for a bank account or bank accounts acceptable
by Amazon (conditions for acceptance may be modi ed or discontinued by us at
any time without notice) ("Your Bank Account "). You will use only a name you
are authorized to use in connection with a Service and will update all of the
information you provide to us in connection with the Services as necessary to
ensure that it at all times remains accurate, complete, and valid. You authorize us
(and will provide us documentation evidencing your authorization upon our
request) to verify your information (including any updated information), to
obtain credit reports about you from time to time, to obtain credit authorizations
from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your
Bank Account for any sums payable by you to us (in reimbursement or
otherwise). All payments to you will be remit ted to Your Bank Account through a
banking net work or by other means speci ed by us.
If we d et erm ine t h at your act ion s or per form ance m ay result in ret urn s,
ch argeb acks, claim s, disp ut es, violat ion s of our t erm s or policies, or ot her
risks t o Am azon or t h ird p ar t ies, t hen we m ay in our sole d iscret ion wit h h old
any paym en t s t o you for as lon g as we det erm ine any relat ed risks t o Am azon
or t h ird p ar t ies p ersist . For any am ount s t hat we d et erm ine you owe us, we
m ay (a) charge Your Cred it Card or any ot h er paym ent in st rum ent you provide
t o us; (b ) o set any am ount s t h at are payable by you t o us (in reim b ursem en t
or ot h er wise) again st any p aym en t s we m ay m ake t o you or am oun t s we m ay
owe you; (c) invoice you for am ount s due t o us, in wh ich case you will p ay t he
invoiced am ount s upon receipt ; (d ) reverse any credit s t o Your Ban k Accoun t ;
or (e) collect p aym en t or reim b ursem ent from you by any ot her lawful m eans.
If we d et erm ine t h at your accoun t—or any ot h er accoun t you have op erat ed—
has been used t o en gage in decep t ive, fraudulent , or illegal act ivit y (includ ing
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t he sale of coun t er feit good s), or t o rep eat edly violat e our Program Policies,
t hen we m ay in our sole discret ion perm anent ly wit h hold any p aym en t s t o
you. Except as provided otherwise, all amounts contemplated in this Agreement
will be expressed and displayed in the Local Currency, and all payments
contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the
performance of your obligations under this Agreement or to mitigate the risk of
returns, chargebacks, claims, disputes, violations of our terms or policies, or other
risks to Amazon or third parties. These amounts may be refundable or
nonrefundable in the manner we determine, and failure to comply with terms of
this Agreement, including any applicable Program Policies, may result in their
forfeiture.
As a securit y measure, we may, but are not required to, impose transaction limits
on some or all customers and sellers relating to the value of any transaction or
disbursement, the cumulative value of all transactions or disbursements during a
period of time, or the number of transactions per day or other period of time. We
will not be liable to you: (i) if we do not proceed with a transaction or
disbursement that would exceed any limit established by us for a securit y reason,
or (ii) if we permit a customer to withdraw from a transaction because an
Amazon Site or Service is unavailable following the commencement of a
transaction.
3. Term an d Term in at ion .
The term of this Agreement will start on the date of your completed registration
for use of a Service and continue until terminated by us or you as provided
below. You may at any time terminate your account or this Agreement
immediately on notice to us via Seller Central, email, the Contact Us form, or
similar means. We may terminate your account or this Agreement for
convenience with 30 days’ advance notice. We may suspend or terminate your
account or this Agreement immediately if we determine that (a) you have
materially breached the Agreement and failed to cure within 7 days of a cure
notice unless your breach exposes us to liabilit y toward a third part y, in which
case we are entitled to reduce, or waive, the aforementioned cure period at our
reasonable discretion; (b) your account has been, or our controls identify that it
may be used for deceptive or fraudulent, or illegal activit y; (c) your use of the
Services has harmed, or our controls identify that it might harm, other sellers,
customers, or Amazon’s legitimate interests; or (d) your Account Health Rating
falls below our published threshold(s) for deactivation. We will promptly notify
you of any such termination or suspension via email or similar means including
Seller Central, indicating the reason and any options to appeal, except where we
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have reason to believe that providing this information will hinder the
investigation or prevention of deceptive, fraudulent, or illegal activit y, or will
enable you to circumvent our safeguards. On termination of this Agreement, all
related rights and obligations under this Agreement immediately terminate,
except that (d) you will remain responsible for performing all of your obligations
in connection with transactions entered into before termination and for any
liabilities that accrued before or as a result of termination, and (e) Sections 2, 3,
4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 of these General Terms survive.
4. Licen se.
You grant us a royalt y-free, non-exclusive, worldwide right and license for the
duration of your original and derivative intellectual propert y rights to use any
and all of Your Materials for the Services or other Amazon product or service, and
to sublicense the foregoing rights to our A liates and operators of Amazon
Associated Properties; provided, however, that we will not alter any of Your
Trademarks from the form provided by you (except to re-size trademarks to the
extent necessary for presentation, so long as the relative proportions of such
trademarks remain the same) and will comply with your removal requests as to
speci c uses of Your Materials (provided you are unable to do so using standard
functionalit y made available to you via the applicable Amazon Site or Service);
provided further, however, that nothing in this Agreement will prevent or impair
our right to use Your Materials without your consent to the extent that such use
is allowable without a license from you or your A liates under applicable Law
(e.g., fair use under United States copyright law, referential use under trademark
law, or valid license from a third part y).
5. Rep resen t at ion s.
Each part y represents and warrants that: (a) if it is a business, it is duly organized,
validly existing and in good standing under the Laws of the country in which the
business is registered and that you are registering for the Service(s) within such
country; (b) it has all requisite right, power, and authorit y to enter into this
Agreement, perform its obligations, and grant the rights, licenses, and
authorizations in this Agreement; (c) any information provided or made available
by one part y to the other part y or its A liates is at all times accurate and
complete; (d) it is not subject to sanctions or otherwise designated on any list of
prohibited or restricted parties or owned or controlled by such a part y, including
but not limited to the lists maintained by the United Nations Securit y Council,
the US Government (e.g., the US Department of Treasury’s Specially Designated
Nationals list and Foreign Sanctions Evaders list and the US Department of
Commerce’s Entit y List), the European Union or its member states, or other
applicable government authorit y; and (e) it will comply with all applicable Laws
in performance of its obligations and exercise of its rights under this Agreement.
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6. In d em n i cat ion .
6.1 Your in d em n i cat ion ob ligat ions. You will defend, indemnify, and hold
harmless Amazon, and our o cers, directors, employees, and agents, against any
third-part y claim, loss, damage, set tlement, cost, expense, or other liabilit y
(including, without limitation, at torneys’ fees) (each, a “Claim”) arising from or
related to (a) your non-compliance with applicable Laws; (b) Your Products,
including the o er, sale, ful llment (except to the extent at tributable to the FBA
service), refund, cancellation, return, or adjustments thereof, Your Materials, any
actual or alleged infringement of any Intellectual Propert y Rights by any of the
foregoing, and any personal injury, death (to the extent the injury or death is not
caused by Amazon), or propert y damage related thereto; (c) 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 (d) actual or
alleged breach of any representations you have made.
6.2 Am azon’s in d em n i cat ion ob ligat ion s. Amazon will defend, indemnify, and
hold harmless you and your o cers, directors, employees, and agents against
any third-part y Claim arising from or related to: (a) Amazon’s non-compliance
with applicable Laws; or (b) allegations that the operation of an Amazon Site
infringes or misappropriates that third part y’s intellectual propert y rights.
6.3 Process. If any indemni ed Claim might adversely a ect us, we may, to the
extent permit ted by applicable Law, voluntarily intervene in the proceedings at
our expense. No part y may consent to the entry of any judgment or enter into
any set tlement of an indemni ed Claim without the prior writ ten consent of the
other part y, which may not be unreasonably withheld; except that a part y may
set tle any claim that is exclusively directed at and exclusively a ects that part y.
7. Disclaim er & Gen eral Release.
a. THE AMAZON SITES AND THE SERVICES, INCLUDING ALL CONTENT,
SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON
OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS
A USER OF THE SERVICES, YOU USE THE AMAZON SITES, THE SERVICES, AND
SELLER CENTRAL AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5
ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR
AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING
THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT
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ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE AMAZON SITES AND THE SERVICES WILL MEET YOUR
REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR
ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS,
INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS
THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR
SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN
CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE
ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES
AMAZON (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND
DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND
UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH
DISPUTES.
8. Lim it at ion of Liab ilit y.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR
OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY,
OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN
CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE,
BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED
OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR
AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT
ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID
BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE GIVING
RISE TO THE CLAIM.
9. In suran ce.
If the gross proceeds from Your Transactions exceed the applicable Insurance
Threshold during any month if the Elected Country is the United States, or each
month over any period of three (3) consecutive months if the Elected Country is
Canada or Mexico, or otherwise if requested by us, then within thirt y (30) days
thereafter, you will maintain at your expense throughout the remainder of the
Term for each applicable Elected Country commercial general, umbrella or excess
liabilit y insurance with the Insurance Limits per occurrence and in aggregate
covering liabilities caused by or occurring in conjunction with the operation of
your business, including products, products/ completed operations and bodily
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injury, with policy(ies) naming Amazon and its assignees as additional insureds.
At our request, you will provide to us certi cates of insurance, the full insurance
policy, or other documents we may request for the coverage to the following
address: c/ o Amazon, P.O. Box 81226, Seat tle, WA 98108-1226, At tention: Risk
Management.
10. Tax Mat t ers.
As bet ween the parties, you will be responsible for the collection, reporting, and
payment of any and all of Your Taxes, except to the extent that (i) Amazon
automatically calculates, collects, or remits taxes on your behalf according to
applicable law; or (ii) Amazon expressly agrees to receive taxes or other transactionbased charges on your behalf in connection with tax calculation
services made available by Amazon and used by you. You agree to and will
comply with the Tax Policies. All fees and payments payable by you to Amazon
under this Agreement or the applicable Service Terms are exclusive of any
applicable taxes, deductions or withholding (including but not limited to crossborder withholding taxes), and you will be responsible for paying Amazon any of
Your Taxes imposed on such fees and any deduction or withholding required on
any payment.
11. Con d en t ialit y an d Person al Dat a.
During the course of your use of the Services, you may receive Con dential
Information. You agree that for the term of the Agreement and 5 years after
termination: (a) all Con dential Information will remain Amazon's exclusive
propert y; (b) you will use Con dential Information only as is reasonably
necessary for your participation in the Services; (c) you will not otherwise
disclose Con dential Information to any other Person except as required to
comply with the Law; (d) you will take all reasonable measures to protect the
Con dential Information against any use or disclosure that is not expressly
permit ted in this Agreement; and (e) you will retain Con dential Information
only for so long as its use is necessary for participation in the Services or to ful ll
your statutory obligations (e.g. tax) and in all cases will delete such information
upon termination or as soon as no longer required for the ful llment of statutory
obligations. The foregoing sentence does not restrict your right to share
Con dential Information with a governmental entit y that has jurisdiction over
you, provided that you limit the disclosure to the minimum necessary and
explicitly indicate the con dential nature of the shared information to the
governmental entit y. You may not issue any press release or make any public
statement related to the Services, or use our name, trademarks, or logo, in any
way (including in promotional material) without our advance writ ten permission,
or misrepresent or embellish the relationship bet ween us in any way. You may
only use the "Available at Amazon" badge as de ned in and according to the
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Trademark Usage Guidelines available in Seller Central; you may not use our
name, trademarks, or logos in any way (including in promotional material) not
covered by the Trademark Usage Guidelines without our advance writ ten
permission.
Generally, you may not use customer personal data in any way inconsistent with
applicable Law. You must keep customer personal data con dential at all times
(the above 5 years’ term limit does not apply to customer personal data).
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations
under this Agreement by reasons, events or other mat ters beyond our reasonable
control.
13. Relat ion sh ip of Par t ies.
Subject to the Transaction Processing Service Terms (if the Elected Country for a
Service is the United States), you and we are independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship bet ween us. You will
have no authorit y to make or accept any o ers or representations on our behalf.
This Agreement will not create an exclusive relationship bet ween you and us.
Nothing expressed or mentioned in or implied from this Agreement is intended
or will be construed to give to any person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or in respect to
this Agreement. This Agreement and all of the representations, warranties,
covenants, conditions, and provisions in this Agreement are intended to be and
are for the sole and exclusive bene t of Amazon, you, and customers. As
bet ween you and us, you will be solely responsible for all obligations associated
with the use of any third part y service or feature that you permit us to use on
your behalf, including compliance with any applicable terms of use. You will not
make any statement, whether on your site or otherwise, that would contradict
anything in this section.
14. Su ggest ion s an d Ot h er In form at ion .
If you or any of your A liates elect to provide or make available suggestions,
comments, ideas, improvements, or other feedback or materials to us in
connection with or related to any Amazon Site or Service (including any related
Technology), we will be free to use, disclose, reproduce, modify, license, transfer
and otherwise distribute, and exploit any of the foregoing information or
materials in any manner. In order to cooperate with governmental requests, to
protect our systems and customers, or to ensure the integrit y and operation of
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our business and systems, we may access and disclose any information we
consider necessary or appropriate, including but not limited to user contact
details, IP addresses and tra c information, usage history, and posted content. If
we make suggestions on using the Services, you are responsible for any actions
you take based on our suggestions.
15. Mod i cat ion .
15.1. We will provide at least 15 days’ advance notice in accordance with Section
18 for changes to the Agreement.
15.2 However, we may change or modify the Agreement at any time with
immediate e ect (a) for legal, regulatory, fraud and abuse prevention, or securit y
reasons; (b) to change existing features or add additional features to the Services
(where this does not materially adversely a ect your use of the Services); or (c) to
restrict products or activities that we deem unsafe, inappropriate, or o ensive.
We will notify you about any change or modi cation in accordance with Section
18.
15.3 Your continued use of the Services after the e ective date of any change to
this Agreement in accordance with this Section 15 will constitute your acceptance
of that change. If any change is unacceptable to you, you agree not to use the
Services and to end the Agreement as described in Section 3.
16. Password Secu rit y.
Any password we provide to you may be used only during the Term to access
Seller Central (or other tools we provide, as applicable) to use the Services,
electronically accept Your Transactions, and review your completed transactions.
You are solely responsible for maintaining the securit y of your password. You
may not disclose your password to any third part y (other than third parties
authorized by you to use your account in accordance with this Agreement) and
are solely responsible for any use of or action taken under your password. If your
password is compromised, you must immediately change your password.
17. Exp or t .
You will not directly or indirectly export, re-export, transmit, or cause to be
exported, re-exported or transmit ted, any commodities, soft ware or technology
to any country, individual, corporation, organization, or entit y to which such
export, re-export, or transmission is restricted or prohibited, including any
country, individual, corporation, organization, or entit y under sanctions or
embargoes administered by the United Nations, US Departments of State,
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Treasury or Commerce, the European Union, or any other applicable government
authorit y.
18. Miscellan eous.
The Governing Laws will govern this Agreement, without reference to rules
governing choice of laws or the Convention on Contracts for the International
Sale of Goods. If the Elected Country is the United States, Canada, or Mexico,
Am azon and you b ot h con sen t t h at any d isput e wit h Am azon or it s A liat es
or claim relat in g in any way t o t h is Agreem ent or your use of t he Ser vices will
be resolved by b ind in g arb it rat ion as describ ed in t his paragraph , rat h er t han
in cour t , except that (i) either part y may elect to proceed in a small claims court
that is a Governing Court if your claims qualify; (ii) you or we may bring suit in
the Governing Courts, submit ting to the jurisdiction of the Governing Courts and
waiving our respective rights to any other jurisdiction, to enjoin infringement or
other misuse of intellectual propert y rights; and (iii) we may bring any claims
related to your sale of counterfeit products on the Amazon Site in the Governing
Courts and seek any remedy available under law related to those claims. There is
no judge or jur y in arb it rat ion, an d cour t review of an arbit rat ion award is
lim it ed . However, an arb it rat or can award t h e sam e d am ages an d relief as a
cour t (includin g in jun ct ive an d d eclarat or y relief or st at ut or y dam ages), an d
m ust follow t h e t erm s of t h is Agreem en t as a cour t would. Before you may
begin an arbitration proceeding, you must send a let ter notifying us of your
intent to pursue arbitration and describing your claim to our registered agent,
CSC 300 Deschutes Way SW, Suite 208 MC-CSC1, Tumwater, WA 98501. The
arbitration will be conducted by the American Arbitration Association (AAA)
under its commercial rules. The expedited procedures of the AAA’s rules will
apply only in cases seeking exclusively monetary relief under $50,000, and in
such cases the hearing will be scheduled to take place within 90 days of the
arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs
the payment of all ling, administration and arbitrator fees. The underlying
award in the arbitration may be appealed pursuant to the AAA’s Optional
Appellate Arbitration Rules. Am azon and you each agree t hat any d isput e
resolut ion proceed in gs will b e con d uct ed only on an in divid ual b asis and n ot
in a class, consolid at ed or rep resen t at ive act ion. If for any reason a claim
proceeds in court rather than in arbitration Am azon an d you each waive any
right t o a jur y t rial.
You may not assign this Agreement, by operation of law or otherwise, without
our prior writ ten consent. Any at tempt to assign or otherwise transfer in
violation of this section is void; provided, however, that upon notice to Amazon,
you may assign or transfer this Agreement, in whole or in part, to any of your
A liates as long as you remain liable for your obligations that arose prior to the
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e ective date of the assignment or transfer under this Agreement. You agree
that we may assign or transfer our rights and obligations under this Agreement:
(a) in connection with a merger, consolidation, acquisition or sale of all or
substantially all of our assets or similar transaction; or (b) to any A liate or as
part of a corporate reorganization; and e ective upon such assignment, the
assignee is deemed substituted for Amazon as the part y to this Agreement.
Subject to that restriction, this Agreement will be binding on, inure to, and be
enforceable against the parties and their respective successors and assigns. We
may perform any of our obligations or exercise any of our rights under this
Agreement through one or more of our A liates. Amazon retains the right to
immediately halt any of Your Transactions, prevent or restrict access to the
Services or take any other action to restrict access to or availabilit y of any
inaccurate listing, any inappropriately categorized items, any unlawful items, or
any items otherwise prohibited by applicable Program Policies. Because Amazon
is not your agent (except for the limited purpose set out in the Transaction
Processing Service Terms (if the Elected Country for a Service is the United
States)), or the customer’s agent for any purpose, Amazon will not act as either
part y's agent in connection with resolving any disputes bet ween participants
related to or arising out of any transaction.
Amazon will provide notice to you under this Agreement by posting changes to
Seller Central or to the applicable Amazon Services site to which the changes
relate (such as the Developer Site accessible through your account), by sending
you an email noti cation, or by similar means. You must send all notices and
other communications relating to Amazon to our Selling Partner Support team
via Seller Central, email, the Contact Us form, or similar means. We may also
communicate with you electronically and in other media, and you consent to
such communications. You may change your e-mail addresses and certain other
information in Seller Central, as applicable. You will ensure that all of your
information is up to date and accurate at all times.
If any provision of this Agreement is deemed unlawful, void, or for any reason
unenforceable, then that provision will be deemed severable from these terms
and conditions and will not a ect the validit y and enforceabilit y of any
remaining provisions. If the Elected Country is Canada, then it is the express wish
of the parties that this Agreement and the applicable Service Terms and Program
Policies have been drafted in English. (The following is a French translation of
the preceding sentence: Si le pays de service est le Canada, les parties
conviennent que la présente autorisation et tous les termes et conditions
applicables s'y rat tachant soient rédigés en anglais.) We may make available
translations to this Agreement and the applicable Service Terms and Program
Policies, but the English version will control. This Agreement represents the
entire agreement bet ween the parties with respect to the Services and related
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subject mat ter and supersedes any previous or contemporaneous oral or writ ten
agreements and understandings.
De nit ions
As used in this Agreement, the following terms have the following meanings:
"A liat e" means, with respect to any entit y, any other entit y that directly or
indirectly controls, is controlled by, or is under common control with that entit y.
"Am azon Associat ed Proper t ies" means any website or other online point of
presence, mobile application, service or feature, other than an Amazon Site,
through which any Amazon Site, or products or services available on any of them,
are syndicated, o ered, merchandised, advertised, or described.
"Am azon Con t ract in g Par t y" means the part y outlined below.
If t he Elect ed Count ry is Canada:
Ser vice
Am azon Con t ract in g Par t y
Selling on Amazon
Amazon.com.ca, Inc.
Selling on Amazon (if your
account is enabled to list
Optional Coverage Plans)
Amazon.com.ca, Inc.
Ful llment by Amazon
Amazon.com.ca, Inc.
Amazon Advertising
Amazon Advertising Canada,
Inc.
If t he Elect ed Count ry is Mexico:
Ser vice
Am azon Con t ract in g Par t y
Selling on Amazon
Servicios Comerciales
Amazon México S. de R.L. de
C.V.
Ful llment by Amazon
Servicios Comerciales
Amazon México S. de R.L. de
C.V.
Amazon Advertising
Servicios Comerciales
Amazon México S. de R.L. de
C.V.
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If t he Elect ed Count ry is t he Unit ed St at es:
Ser vice
Am azon Con t ract in g Par t y
Selling on Amazon
Amazon.com Services LLC
Selling on Amazon (if your
account is enabled to list
Optional Coverage Plans)
Amazon.com Services LLC
Ful llment by Amazon
Amazon.com Services LLC
Amazon Advertising
Amazon.com Services LLC
Transaction Processing
Services
Amazon Payments, Inc.,
Amazon Capital Services, Inc.,
or Amazon.com Services LLC,
according to the Transaction
Processing Services Terms
If you register for or use the Selling Partner API, the Amazon Contracting Part y is
the Contracting Part y that provides the applicable Service you use in connection
with the Selling Partner API.
"Am azon Sit e" means, as applicable, the CA Amazon Site, the MX Amazon Site,
or the US Amazon Site.
"CA Am azon Sit e" means the website, the primary home page of which is
identi ed by the url www.amazon.ca, and any successor or replacement of such
website.
"Con dent ial Inform at ion" means information relating to us, to the Services, or
Amazon customers that is not known to the general public including, but not
limited to, any information identifying or unique to speci c customers; reports,
insights, and other information about the Services; data derived from the
Services except for data (other than customer personal data) arising from the
sale of your products comprising of products sold, prices, sales, volumes and time
of the transaction; and technical or operational speci cations relating to the
Services. For the purposes of this Agreement, customer personal data constitutes
Con dential Information at all times.
"Cont ent " means copyrightable works under applicable Law and content
protected by database rights under applicable Law.
"Exclud ed Product s" means the items described on the applicable Restricted
Products pages in Seller Central, any other applicable Program Policy, or any
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other information made available to you by Amazon.
"Govern ing Cour t s" means the applicable one of the following:
the state or Federal court in King Count y, Washingt on (if t he Elect ed Count ry is
Canada, Mexico, or t he Unit ed St at es),
"Govern ing Laws" means the applicable one of the following:
t he laws of t he St at e of Washingt on, Unit ed St at es t oget her wit h t he Federal
Arbit rat ion Act and ot her applicable federal law (if t he Elect ed Count ry is
Canada, Mexico, or t he Unit ed St at es),
"In suran ce Lim it s" means the applicable one of the following:
One Million Canadian Dollars ($1,000,000) (if t he Elect ed Count ry is Canada),
Ten Million Mexican Pesos ($10,000,000) (if t he Elect ed Count ry is Mexico),
One Million U.S. Dollars ($1,000,000) (if t he Elect ed Count ry is t he Unit ed
St at es).
"In suran ce Th resh old" means the applicable one of the following:
Ten Thousand Canadian Dollars ($10,000) (if t he Elect ed Count ry is Canada),
One Hundred Thousand Mexican Pesos ($100,000) (if t he Elect ed Count ry is
Mexico),
Ten Thousand U.S. Dollars ($10,000) (if t he Elect ed Count ry is t he Unit ed St at es).
"In t ellect ual Prop er t y Right " means any patent, copyright, Trademark, domain
name, moral right, trade secret right, or any other intellectual propert y right
arising under any Laws and all ancillary and related rights, including all rights of
registration and renewal and causes of action for violation, misappropriation or
infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit,
judgment, decision, or other requirement, now or in the future in e ect, of any
governmental authorit y (e.g., on a federal, state, or provincial level, as
applicable) of competent jurisdiction.
"Local Curren cy" means the applicable one of the following:
U.S. Dollars (if t he Elect ed Count ry is t he Unit ed St at es),
Canadian Dollars (if t he Elect ed Count ry is Canada),
Mexican Pesos (if t he Elect ed Count ry is Mexico),
"MX Am azon Sit e" means the website, the primary home page of which is
identi ed by the url www.amazon.com.mx, and any successor or replacement of
such website.
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"Op t ion al Coverage Plan s" means warranties, extended service plans and
related o erings, in each case as determined by us, that you o er.
"Order Inform at ion " means, with respect to any of Your Products ordered
through an Amazon Site, the order information and shipping information that we
provide or make available to you.
"Person " means any individual, corporation, partnership, limited liabilit y
company, governmental authorit y, association, joint venture, division, or other
cognizable entit y, whether or not having distinct legal existence.
"Program Policies" means all policies and program terms provided on the
Program Policies page.
"Sales Proceed s" means the gross proceeds from any of Your Transactions,
including (a) all shipping and handling, gift wrap and other charges; (b) taxes and
customs duties to the extent speci ed in the applicable Tax Policies; and (c) in the
case of invoiced orders, any amounts that customers fail to pay to us or our
A liates on or before the applicable invoice due date.
"Seller Cent ral" means the online portal and tools made available by Amazon to
you, for your use in managing your orders, inventory, and presence on a
particular Amazon Site or any other online point of presence.
"Ser vice" means each of the following services: Selling on Amazon, Ful llment
by Amazon, Amazon Advertising (including Amazon Sponsored Products), the
Selling Partner APIs, and, if the Elected Country for a Service is the United States,
the Transaction Processing Services, together in each case with any related
services and materials we make available.
"Ser vice Term s" means the service terms applicable to each Service, which are
m ade part of this Agreement upon the date you elect to register for or use the
applicable Service, and any subsequent modi cations we make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of
operation, concepts, principles, and discoveries protected or protectable under
the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries,
structured XML formats, speci cations, grammars, data formats, or other similar
materials; and (c) soft ware, hardware, code, technology, or other functional item.
"Tradem ark" means any trademark, service mark, trade dress (including any
proprietary "look and feel"), trade name, other proprietary logo or insignia, or
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any other source or business identi er, protected or protectable under any Laws.
"US Am azon Sit e" means that website, the primary home page of which is
identi ed by the URL www.amazon.com, and any successor or replacement of
such website.
"Your Mat erials" means all Technology, Your Trademarks, Content, Your Product
information, data, materials, and other items or information provided or made
available by you or your A liates to Amazon or its A liates.
"Your Person nel" means any third part y warranting, administering or otherwise
involved in the o er, sale, performance, or ful llment of Your Products, including
any of your employees, representatives, agents, contractors, or subcontractors.
"Your Prod uct " means any product or service (including Optional Coverage
Plans) that you: (a) have o ered through the Selling on Amazon Service; (b) have
made available for advertising through the Amazon Advertising Service; or
(c) have ful lled or otherwise processed through the Ful llment by Amazon
Service.
"Your Sales Ch an n els" means all sales channels and other means through which
you or any of your A liates o ers products or services, other than physical
stores.
"Your Taxes" means any and all sales, goods and services, use, excise, premium,
import, export, value added, consumption, and other taxes, regulatory fees,
levies (speci cally including environmental levies), or charges and duties
assessed, incurred, or required to be collected or paid for any reason (a) in
connection with any advertisement, o er or sale of products or services by you
on or through or in connection with the Services; (b) in connection with any
products or services provided for which Your Products are, directly or indirectly,
involved as a form of payment or exchange; or (c) otherwise in connection with
any action, inaction, or omission of you or your A liates, or any Persons
providing products or services, or your or their respective employees, agents,
contractors, or representatives, for which Your Products are, directly or indirectly,
involved as a form of payment or exchange. Also, if the Elected Country is the
United States, Mexico, or Canada as it is used in the Ful llment by Amazon
Service Terms, this de ned term also means any of the t ypes of taxes, duties,
levies, or fees mentioned above that are imposed on or collectible by Amazon or
any of its A liates in connection with or as a result of ful llment services
including the storage of inventory or packaging of Your Products and other
materials owned by you and stored by Amazon, shipping, gift wrapping, or other
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actions by Amazon in relation to Your Products pursuant to the Ful llment by
Amazon Service Terms.
"Your Tradem arks" means Trademarks of yours that you provide to us: (a) in
non-text form for branding purposes; and (b) separate from (and not embedded
or otherwise incorporated in) any product speci c information or materials.
"Your Transact ion" means any sale of Your Product(s) through an Amazon Site.
Selling on Am azon Ser vice Term s
The Selling on Amazon Service ("Sellin g on Am azon") is a Service that allows
you to o er certain products and services directly on the Amazon Sites.
These Selling on Amazon Service Terms are part of the Agreement, but, unless
speci cally provided otherwise, concern and apply only to your participation in
Selling on Amazon. BY REGISTERING FOR OR USING THE SELLING ON AMAZON
SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT)
AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON
AMAZON SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF
YOU HAVE ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO
OFFER YOUR PRODUCTS THROUGH A PARTICULAR AMAZON SITE (E.G., A
MERCHANTS@ AMAZON.COM PROGRAM AGREEMENT, MERCHANTS
@AMAZON.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR OF THOSE
AGREEMENTS), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND
SELL YOUR PRODUCTS ON THAT AMAZON SITE PURSUANT TO SUCH
SEPARATE AGREEMENT, TRANSACTIONS OF YOUR PRODUCTS ON THAT
AMAZON SITE AND ANY TAX SERVICES WE MAKE AVAILABLE UNDER THAT
AGREEMENT ARE GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT
BY THESE SELLING ON AMAZON SERVICE TERMS.
S-1 Your Prod uct List in gs an d Orders.
S-1.1 Prod uct s an d Prod uct In form at ion . You will provide accurate and
complete Required Product Information for each product or service that you
o er through any Amazon Site and promptly update that information as
necessary to ensure it at all times remains accurate and complete. You will also
ensure that Your Materials, Your Products (including packaging) and your o er
and subsequent sale of any of the same on any Amazon Site comply with all
applicable Laws (including all minimum age, marking and labeling requirements)
and do not contain any sexually explicit (except to the extent expressly permit ted
under our applicable Program Policies), defamatory or obscene materials. You
may not provide any information for, or otherwise seek to o er any Excluded
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Products on any Amazon Sites; or provide any URL Marks for use, or request that
any URL Marks be used, on any Amazon Site. If you o er a product for sale on an
Amazon Site that requires a warning under California Health & Safet y Code
Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such
warning in the manner speci ed in our Program Policies, (b) agree that our
display of a Proposition 65 Warning on a product detail page is con rmation of
our receipt of that warning, and (c) will only revise or remove a Proposition 65
Warning for a product when the prior warning is no longer legally required.
S-1.2 Prod uct List in g; Merch an d ising; Order Processin g. We will enable you to
list Your Products on a particular Amazon Site, and conduct merchandising and
promote Your Products in accordance with the Agreement (including via the
Amazon Associated Properties or any other functions, features, advertising, or
programs on or in connection with the applicable Amazon Site). We may use
mechanisms that rate, or allow shoppers to rate, Your Products and your
performance as a seller and Amazon may make these ratings and feedback
publicly available. We will provide Order Information to you for each order of
Your Products through the applicable Amazon Site. We will also receive all Sales
Proceeds on your behalf for each of these transactions and will have exclusive
rights to do so, and will remit them to you in accordance with these Selling on
Amazon Service Terms. We may permit certain customers to place invoiced
orders for Your Products, in which case remit tance of Sales Proceeds may be
delayed according to each customer’s invoicing terms. You will accept and ful ll
invoiced orders in the same manner as you accept and ful ll non-invoiced orders,
except as otherwise provided in this Agreement.
S-1.3 Sh ip p in g an d Han dlin g Ch arges. For Your Products ordered by customers
on or through an Amazon Site that are not ful lled using Ful llment by Amazon,
you will determine the shipping and handling charges subject to our Program
Policies and standard functionalit y (including any category-based shipping and
handling charges we determine, such as for products o ered by sellers on the
Individual selling plan and BMVD Products generally). When we determine the
shipping and handling charges, you will accept them as payment in full for your
shipping and handling. Please refer to the Ful llment by Amazon Service Terms
for Your Products that are ful lled using Ful llment by Amazon.
S-1.4 Credit Card Fraud an d Un paid Invoices. We will bear the risk of (a) credit
card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized
use of a third part y's credit card information) occurring in connection with Your
Transactions, and (b) late payments or defaults by customers in connection with
invoiced orders for Your Products, except, in each case, in connection with SellerFul lled Products that are not ful lled strictly in accordance with the Order
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Information and Shipment Information. You will bear all other risk of fraud or
loss.
S-2 Sale an d Ful llm en t ; Refun d s an d Ret urns.
S-2.1 Sale an d Ful llm ent . Other than as described in the Ful llment by
Amazon Service Terms for each Amazon Site for which you decide to register or
use the Selling on Amazon Service, you will: (a) source, o er, sell, and ful ll your
Seller-Ful lled Products, and source, o er, and sell your Amazon-Ful lled
Products, in each case in accordance with the terms of the applicable Order
Information, this Agreement, and all terms provided by you or us and displayed
on the applicable Amazon Site at the time of the order and be solely responsible
for and bear all risk for those activities; (b) package each of Your Products in a
commercially reasonable manner complying with all applicable packaging and
labeling requirements, including any warnings or instructions necessary to safely
use Your Products, and ship each of Your Products on or before its Expected Ship
Date; (c) retrieve Order Information at least once each business day; (d) only
cancel Your Transactions as permit ted pursuant to your terms and conditions
appearing on the applicable Amazon Site at the time of the applicable order or
as may be required under this Agreement; (e) ful ll Your Products throughout the
Elected Country (except to the extent prohibited by Law or this Agreement); (f)
provide to Amazon information regarding ful llment and order status and
tracking (to the extent available), in each case as requested by us using the
processes designated by us, and we may make any of this information publicly
available; (g) comply with all Street Date instructions; (h) ensure that you are the
seller of each of Your Products; (i) include an order-speci c packing slip, and, if
applicable, any tax invoices, within each shipment of Your Products; (j) identify
yourself as the seller of each of Your Products on all packing slips or other
information included or provided in connection with Your Products and as the
Person to which a customer may return the applicable product; and (k) not send
customers emails con rming orders or ful llment of Your Products. If any of Your
Products are ful lled using Ful llment by Amazon, the Ful llment by Amazon
Service Terms for the applicable Amazon Site will apply to the storage,
ful llment, and delivery of such Amazon-Ful lled Products.
S-2.2 Cancellat ions, Ret urns, and Refunds. The Amazon Refund Policies for the
applicable Amazon Site will apply to Your Products. Subject to Section F-6, for
any of Your Products ful lled using Ful llment by Amazon, you will promptly
accept, calculate, and process cancellations, returns, refunds, and adjustments in
accordance with this Agreement and the Amazon Refund Policies for the
applicable Amazon Site, using functionalit y we enable for your account. Without
limiting your obligations, we may in our sole discretion accept, calculate, and
process cancellations, returns, refunds, and adjustments for the bene t of
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customers. You will route any payments to customers in connection with Your
Transactions through Amazon. We will make any payments to customers in the
manner we determine, and you will reimburse us for all amounts we pay.
S-3 Prob lem s wit h Your Product s.
S-3.1 Deliver y Errors an d Non conform it ies; Recalls. You are responsible for any
non-performance, non-delivery, misdelivery, theft, or other mistake or act in
connection with the ful llment of Your Products, except to the extent caused by:
(a) credit card fraud for which we are responsible under Section S-1.4; or (b) our
failure to make available to you Order Information as it was received by us or
resulting from address veri cation. Not withstanding the previous sentence, for
those of Your Products that are ful lled using Ful llment by Amazon, if any, the
Ful llment by Amazon Service Terms for the applicable Amazon Site will apply to
non-delivery, misdelivery, theft, or other mistake or act in connection with the
ful llment of those of Your Products. You are also responsible for any nonconformit y or defect in, any public or private recall of, or safet y alert of any of
Your Products or other products provided in connection with Your Products. You
will notify us promptly as soon as you have knowledge of any public or private
recalls, or safet y alerts of Your Products or other products provided in connection
with Your Products.
S-3.2 A-t o-z Guaran t ee an d Ch argebacks if t he Elect ed Count r y is Canada or
Mexico. If we inform you that we have received or initiated a claim under the "Ato-z Guarantee" o ered on a particular Amazon Site or other dispute relating to
the o er, sale or ful llment of Your Products (other than a chargeback),
concerning one of Your Transactions, you will have 30 days to appeal our decision
of the claim. If we nd that a claim, chargeback, or dispute is your responsibilit y,
you (a) will not take recourse against the customer, and (b) are responsible for
reimbursing us in accordance with the Service Fee Payments section of this
Agreement for the amount paid by the customer (including taxes and shipping
and handling charges, but excluding any Referral Fees that we retained as
de ned in Section S-4), and all other fees and expenses associated with the
original transaction (such as credit card, bank, payment processing, representment, or penalt y fees) and any related chargebacks or refunds, to the
extent payable by us.
S-3.3 A-t o-z Guaran t ee, A-t o-z Claim s Process, an d Chargeb acks if t he Elect ed
Coun t r y is t h e Unit ed St at es. Claims that we receive or initiate under the "A-to-z
Guarantee" or the “A-to-z Claims Process for Propert y Damage and Personal
Injury” will be governed by the Program Policy for such claims.
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If we nd that any claim, chargeback, or dispute is your responsibilit y, (i) you will
not take recourse against the customer, and (ii) if Amazon resolves the claim
directly with the customer and does not waive its right of indemni cation, you
will reimburse us in accordance with Section 2 of this Agreement to the extent of
your responsibilit y (not to exceed the amount paid by Amazon to resolve the
claim), including taxes and shipping and handling charges (but excluding any
Referral Fees that we retained as de ned in Section S-4), and all other fees and
expenses associated with the original transaction (such as credit card, bank,
payment processing, re-presentment, or penalt y fees) and any related
chargebacks or refunds.
S-4 Com p ensat ion .
You will pay us: (a) the applicable Referral Fees; (b) any applicable Variable
Closing Fee; (c) the non-refundable Selling on Amazon Subscription Fee in
advance each month; and (d) any other applicable fees described in this
Agreement (including any applicable Program Policies). "Selling on Am azon
Sub scrip t ion Fee" means the fee speci ed as such on the Selling on Amazon Fee
Schedule for the applicable Amazon Site at the time such fee is payable. With
respect to each of Your Transactions: (i) "Sales Proceed s" has the meaning set
out in this Agreement; (ii) "Variab le Closin g Fee" means the applicable fee, if
any, as speci ed on the Variable Closing Fee Schedule for the applicable Amazon
Site; and (iii) "Referral Fee" means the applicable fee based on the Sales
Proceeds from Your Transaction through the applicable Amazon Site speci ed on
the Selling on Amazon Fee Schedule for that Amazon Site at the time of Your
Transaction, based on the categorization by Amazon of the t ype of product that
is the subject of Your Transaction; provided, however, that Sales Proceeds will not
include any shipping charges set by us in the case of Your Transactions that
consist solely of products ful lled using Ful llment by Amazon.
S-5 Rem it t ance of Sales Proceed s & Refun ds.
Except as otherwise stated in this Agreement, we will remit to you your available
balance on a bi-weekly (14 day) (or at our option, more frequent) basis, which
may vary for each Elected Country. For each remit tance, your available balance is
equal to any Sales Proceeds not previously remit ted to you as of the applicable
Remit tance Calculation Date (which you will accept as payment in full for Your
Transactions), less: (a) the Referral Fees; (b) the applicable Variable Closing Fee;
(c) any Selling on Amazon Subscription Fees; (d) any other applicable fees
described in this Agreement (including any applicable Program Policies); (e) any
amounts we require you to maintain in your account balance pursuant to this
Agreement (including payments withheld pursuant to Section 2 of the General
Terms, Section S-1.4, Section S-3.2, Section S-3.3, and applicable Program
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Policies); and (f) any taxes that Amazon automatically calculates, collects and
remits to a tax authorit y according to applicable law, as speci ed in the Tax
Policies.
We may establish a reserve on your account based on our assessment of risks to
Amazon or third parties posed by your actions or performance, and we may
modify the amount of the reserve from time to time at our sole discretion.
When you either initially provide or later change Your Bank Account information,
the Remit tance Calculation Date may be deferred by up to 14 days. For sellers
that registered after October 30, 2011 and are on the Individual selling plan, the
remit tance amount will not include Sales Proceeds from the 14-day period
before the date of remit tance. If you refund money to a customer in connection
with one of Your Transactions, and the refund is routed through us (or our
A liate), on the next available Remit tance Calculation Date we will refund to you
the amount of the Referral Fee paid by you to us at tributable to the amount of
the customer refund (including refunded taxes and customs duties only to the
extent speci ed in the applicable Tax Policies), less the Refund Administration
Fee for each of Your Products refunded that is not a BMVD Product, which
amount we may retain as an administrative fee; provided, however, that in the
case of a complete refund of Sales Proceeds for a Media Product, we will refund
to you the full amount of any Variable Closing Fee paid by you to us (and in the
case of a partial refund of Sales Proceeds for a Media Product, we will not refund
to you any portion of any Variable Closing Fee paid by you to us). We will remit
any amounts to be refunded by us pursuant to this subsection from time to time
together with the next remit tance to be made by us to you. “Refund
Ad m in ist rat ion Fee” means the applicable fee described on the Refund
Administration Fee Schedule for the applicable Amazon Site.
Net Sales Proceeds from non-invoiced orders will be credited to your available
balance when they are received by us or our A liates. Sales Proceeds from
invoiced orders will be credited to your available balance: (a) if you have elected
in advance to pay a fee to accelerate remit tance of Sales Proceeds from invoiced
orders, on the day all of Your Products included in an invoiced orders are shipped;
or (b) otherwise, no later than the seventh day following the date that an
invoiced order becomes due.
S-6 Am azon ’s Web sit es an d Ser vices.
Amazon has the right to determine, the design, content, functionalit y, availabilit y
and appropriateness of its websites, selection, and any product or listing in the
Amazon Stores, and all aspects of each Service, including your use of the same.
Amazon may assign any of these rights or delegate any of its responsibilities.
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S-7 Con t in uin g Guaran t ees
Guarantees. We require the following continuing guarantees from you.
S-7.1 Pesticides. If any of Your Products is a “pesticide” being o ered or sold in
the United States or other product regulated under the US Federal Insecticide,
Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then
you provide to us the following continuing guarant y that: (a) you are a resident
of the United States; and (b) with respect to each such product, the pesticides
and other FIFRA regulated products comprising each sale, shipment, or other
delivery made previously or hereafter are: (i) lawfully registered with the US
Environmental Protection Agency at the time of sale, shipment, or delivery, or
fully quali ed for a speci c exemption from the FIFRA registration requirements
at the time of sale, shipment, or delivery, (ii) compliant with all requirements of
FIFRA and its implementing regulations at the time of sale, shipment, or delivery,
and (iii) provided by you in the original, unbroken packaging.
S-7.2 Foods, Drugs, Medical Devices, and Cosmetics. If any of Your Products is a
“food”, “drug”, “medical device”, or “cosmetic” being o ered or sold in the United
States or other product regulated under the U.S. Federal Food, Drug, and
Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with
the following continuing guarant y that with respect to all such products
comprising each sale, shipment, or other delivery made previously or hereafter
are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii)
compliant with all requirements of FFDCA and its implementing regulations at
the time of sale, shipment, or delivery, and (iii) provided by you in the original,
unbroken packaging.
Selling on Am azon De nit ion s
"Am azon -Ful lled Prod uct s" means any of Your Products that are ful lled using
the Ful llment by Amazon Service.
"Am azon Refun d Policies" means the return and refund policies published on
the applicable Amazon Site and applicable to products and services o ered via
that Amazon Site.
"BMVD Prod uct " means any book, magazine or other publication, sound
recording, video recording, and/ or other media product in any format, including
any subscription, in each case excluding any soft ware product, computer game,
and/ or video game.
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"Exclud ed O er" means any discount, rebate, promotional o er, or other term
of o er and/ or sale that you: (a) have at tempted to make available through a
particular Amazon Site but that we do not honor or support (but only until such
time as we honor or support the same on such Amazon Site); or (b) make
available solely to third parties that either (i) purchase products solely for resale
and who are not end users of such products (i.e., wholesale purchasers), or (ii) if
the Elected Country is Canada, Mexico, or the United States, have a rmatively
elected and opted-in to participate in your or one of your A liates' membershipbased customer loyalt y or customer incentive programs.
"Exp ect ed Sh ip Dat e" means, with respect to any of Your Products, either: (a) the
end of the shipping availabilit y period (which begins as of the date on which the
relevant order is placed by the customer), or the shipping availabilit y date, as
applicable, speci ed by you in the relevant inventory/ product data feed for Your
Product; or (b) if you do not specify shipping availabilit y information in such
inventory/ product data feed or that Your Product is in a product category that
Amazon designates as requiring shipment within t wo (2) business days, t wo (2)
business days after the date on which the relevant order is placed by the
customer.
"Media Prod uct " means any book, magazine or other publication, sound
recording, video recording, soft ware product, computer game, videogame, or
other media product in any format, including any related subscription, o ered
through an Amazon Site.
"Purchase Price" means the total amount payable or paid for Your Product
(including taxes and shipping and handling charges only to the extent speci ed
in the applicable Tax Policies).
"Rem it t an ce Calculat ion Dat e" is the date that is t wo (2) business days prior to
the date of remit tance (the "Rem it t ance Calculat ion Dat e").
"Required Product Inform at ion" means, with respect to each of Your Products in
connection with a particular Amazon Site, the following (except to the extent
expressly not required under the applicable Program Policies): (a) description,
including as applicable, location-speci c availabilit y and options, scheduling
guidelines and service cancellation policies; (b) SKU and UPC/ EAN/ JAN numbers,
and other identifying information as Amazon may reasonably request; (c)
inform at ion regarding in-stock status and availabilit y, shipping limitations or
requirements, and Shipment Information (in each case, in accordance with any
categorizations prescribed by Amazon from time to time); (d) categorization
within each Amazon product category and browse structure as prescribed by
Amazon from time to time; (e) digitized image that accurately depicts only Your
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Product, complies with all Amazon image guidelines, and does not include any
additional logos, text or other markings; (f) Purchase Price; (g) shipping and
handling charge (in accordance with our standard functionalit y); (h) any text,
disclaimers, warnings, notices, labels, warranties, or other content required by
applicable Law to be displayed, or that are necessary for the safe use of Your
Product, in connection with the o er, merchandising, advertising, or sale of Your
Product; (i) any vendor requirements, restocking fees or other terms and
conditions applicable to such product that a customer should be aware of prior
to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m)
weight; (n) a delimited list of technical speci cations; (o) SKU and UPC/ EAN/JAN
numbers (and other identifying information as we may reasonably request) for
accessories related to Your Product that is available in our catalog; (p) the state
or country Your Product ships from; and (q) any other information reasonably
requested by us (e.g., the condition of used or refurbished products; and invoices
and other documentation demonstrating the safet y and authenticit y of Your
Products).
"Seller-Ful lled Prod uct s" means any of Your Products that are not ful lled
using the Ful llment by Amazon Service.
"Ship m en t In form at ion " means, with respect to any of Your Products, the
estimated or promised shipment and delivery date.
"St reet Dat e" means the date(s), if any, speci ed by the manufacturer,
distributor, and/ or licensor of a product as the date before which speci ed
information regarding such product (e.g., title of a book) should not be disclosed
publicly, or such product should not be delivered or otherwise made available to
customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identi er,
or character string, that contains or incorporates any top level domain (e.g., .com,
.edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom,
net, or com).
"Your Transact ion " is de ned in the General Terms of this Agreement; however,
as used in these Selling on Amazon Service Terms, it means any and all such
transactions through Selling on Amazon only.
Ful llm ent by Am azon Ser vice Term s
Ful llment by Amazon ("FBA") provides ful llment and associated services for
Your Products.
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These FBA Service Terms are part of the Agreement, and, unless speci cally
provided otherwise, concern and apply only to your participation in FBA. BY
REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE
BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT,
INCLUDING THESE FBA SERVICE TERMS. You expressly agree that Amazon may
engage its A liate(s) or a third part y in order to complete one or more of the
ful llment and associated services outlined below.
Ful llm ent Ser vices
F-1 Your Prod uct s
Once you are accepted into FBA, you must apply to register each product you
o er that you wish to include in the FBA program. We may refuse registration in
FBA of any product, including on the basis that it is an FBA Excluded Product or
that it violates applicable Program Policies. You may at any time withdraw
registration of any of Your Products from FBA.
F-2 Prod uct an d Sh ip p in g In form at ion
You will, in accordance with applicable Program Policies, provide accurate and
complete information about Your Products registered in FBA, and will provide
Ful llment Requests for any Units ful lled using FBA that are not sold through
an Amazon Site ("Mult i-Chann el Ful llm ent Unit s"). You will promptly update
any information about Your Products in accordance with our requirements and as
necessary so that the information is at all times accurate and complete.
F-3 Ship pin g t o Am azon
F-3.1 Except as otherwise provided in Section F-3.4 and Section F-5, FBA is
limited to Units that are shipped to and from ful llment centers located within
the applicable Elected Country, to be delivered to customers in the same Elected
Country only. You will ship Units to us in accordance with applicable Program
Policies. You will be responsible for all costs incurred to ship the Units to the
shipping destination (including costs of freight and transit insurance) and
Amazon will not pay any shipping costs. You are responsible for payment of all
customs, duties, taxes, and other charges. In the case of any improperly packaged
or labeled Unit, we may return the Unit to you at your expense (pursuant to
Section F-7) or re-package or re-label the Unit and charge you an administrative
fee.
F-3.2 You will not deliver to us any Unsuitable Unit; we may reject any shipment
of Your Products.
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F-3.3 We may, at our option, allow you to ship Units at your expense (as
described in Section F-9.2) to ful llment centers using discounted shipping rates
that we may make available to you for certain carriers. In such event, you will use
the processes and supply the information that we require for you to obtain such
discounted rates. You also must comply with standard operating procedures,
weight and size restrictions, and other shipping requirements of the applicable
carriers. If we provide you with the estimated shipping costs prior to shipment,
you acknowledge and agree that actual shipping costs may vary from such
estimates. In addition, if the weight of the Unit, as determined by the applicable
carrier, di ers from that submit ted by you to us for purposes of determining the
estimated shipping costs, then: (a) you may be charged more than the estimated
shipping costs if the carrier determines that such Unit weighs more than as
submit ted by you; or (b) you may be charged the full amount of the estimated
shipping costs even if the carrier determines the weight to be less than that
submit ted by you. You will not use carrier account information (e.g., carrier
account number, amount of shipping rates, etc.) for any purpose, nor disclose
such information to any third part y, and you will protect such information as
Amazon's con dential information in accordance with Section 11 of the General
Terms of this Agreement. As bet ween you, us, and the applicable carrier, you will
be the shipper of record, and we will make payment to the carrier with respect to
the shipment of all Units using such discounted rates. Title and risk of loss for
any Unit shipped using discounted rates provided by us under this Section will
remain with you, and our provision of such shipping rates will not create any
liabilit y or responsibilit y for us with respect to any delay, damage, or loss
incurred during shipment. You authorize the applicable carrier to provide us with
all shipment tracking information.
F-3.4 If you ship Units from outside the applicable Elected Country to ful llment
centers, you will list yourself as the importer/ consignee and nominate a customs
broker. If Amazon is listed on any import documentation, Amazon reserves the
right to refuse to accept the Units covered by the import documents and any
costs assessed against or incurred by Amazon will be collected from Your Bank
Account, deducted from amounts payable to you, or by other method at our
election.
F-4 St orage
We will provide storage services as described in these FBA Service Terms once we
con rm receipt of delivery. We will keep electronic records that track inventory of
Units by identifying the number of Units stored in any ful llment center. We will
not be required to physically mark or segregate Units from other inventory units
(e.g., products with the same Amazon standard identi cation number) owned by
us, our A liates or third parties in the applicable ful llment center(s). If we elect
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to commingle Units with such other inventory units, both parties agree that our
records will be su cient to identify which products are Units. We may move
Units among facilities. If there is a loss of or damage to any Units while they are
being stored, we will, compensate you in accordance with the FBA Guidelines,
and you will, at our request, provide us a valid tax invoice for the compensation
paid to you. If we compensate you for a Unit, we will be entitled to dispose of the
Unit pursuant to Section F-7. At all other times, you will be solely responsible for
any loss of, or damage to, any Units. Our con rmed receipt of delivery does not:
(a) indicate or imply that any Unit has been delivered free of loss or damage, or
that any loss or damage to any Unit later discovered occurred after con rmed
receipt of delivery; (b) indicate or imply that we actually received the number of
Units of Your Product(s) speci ed by you for such shipment; or (c) waive, limit, or
reduce any of our rights under this Agreement. We reserve the right to change
scheduling restrictions and volume limitations on the delivery and storage of
your inventory in ful llment centers in accordance with Section 15 of the General
Terms, and you will comply with any of these restrictions or limitations.
F-5 Ful llm en t
As part of our ful llment services, we will ship Units from our inventory of Your
Products to the shipping addresses in the Elected Country included in valid
customer orders, or submit ted by you as part of a Ful llment Request. We may
ship Units together with products purchased from other merchants, including
any of our A liates. We also may ship Units separately that are included in a
single Ful llment Request. If you participate in our export ful llment services, we
will also ship Your Products that we determine to be eligible (each, a "Foreign Eligible Prod uct ") to Foreign Addresses within countries we determine to be
eligible for foreign shipments, subject to the additional terms on foreign
shipments in the applicable FBA Guidelines.
F-6 Cust om er Ret urn s
F-6.1 You will be responsible for and will accept and process returns of, and
provide refunds and adjustments for, any Multi-Channel Ful llment Units in
accordance with the Agreement (including the applicable Program Policies).
F-6.2 We will receive and process returns of any Amazon Ful llment Units that
were shipped to addresses within the Elected Country in accordance with the
terms of your Seller Agreement, these FBA Service Terms, and the Program
Policies. Any Sellable Units that are also Amazon Ful llment Units and that are
properly returned will be placed back into the inventory of Your Products in the
FBA Program. We may ful ll customer orders for Your Products with any
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returned Amazon Ful llment Units. Except as provided in Section F-7, you will
retake title of all Units that are returned by customers.
F-6.3 Subject to Section F-7, we will, at your direction, either return or dispose of
any Unit that is returned to us by a customer and that we determine is an
Unsuitable Unit.
F-6.4 If Amazon receives a customer return of a Multi-Channel Ful llment Unit,
you will direct us to return or dispose of the Unit at your own cost failing which
we may dispose of the Unit as provided in Section F-7.
F-7 Ret urn s t o You and Disp osal
F-7.1 You may, at any time, request that Units be returned to you or that we
dispose of Units.
F-7.2 We may with notice return Units to you, including upon termination of
these FBA Service Terms. Returned Units will be sent to your designated shipping
address. However, if (a) the designated shipping address we have for you is
outdated or incorrect, (b) you have not provided or, upon our request, con rmed
a designated shipping address in the Elected Country, or (c) we cannot make
arrangements for you to pay for the return shipment, then the Unit(s) will be
deemed abandoned and we may elect to dispose of them as appropriate based
on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain
any proceeds we may receive from the disposal.
We may dispose of any Unsuitable Unit (and you will be deemed to have
consented to our action): (d) immediately if we determine that (i) the Unit creates
a safet y, health, or liabilit y risk to Amazon, our personnel, or any third part y; (ii)
you have engaged in fraudulent or illegal activit y; or (iii) we have cause to
terminate your use of Services with immediate e ect pursuant to Section 3 and
are exposed to liabilit y towards a third part y; (e) if you fail to direct us to return
or dispose of any Unsuitable Unit within thirt y (30) days after we notify you that
the Unit has been recalled; or (f) if you fail to direct us to return or dispose of any
Unsuitable Unit within thirt y (30) days (or as otherwise speci ed in the applicable
Program Policies) after we notify you that its removal is required, for instance
because your use of FBA is suspended or terminated or your seller account is
suspended, terminated or closed. In addition, you will reimburse us for expenses
we incur in connection with any Unsuitable Units.
We may dispose of any Unit we are entitled to dispose of (including any
Unsuitable Units) in the manner we deem appropriate (e.g., by selling, recycling,
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donating, or destroying it) and retain any proceeds we may receive from the
disposal.
F-7.3 You may, at any time, request that we dispose of Units. In this case, we may
dispose of these Units as appropriate based on the inventory (e.g., by selling,
recycling, donating, or destroying it) and retain any proceeds we may receive
from the disposal. Title to each disposed Unit will transfer to us (or a third part y
we select such as a charit y) at no cost, free and clear of any liens, claims, securit y
interests or other encumbrances to the extent required to dispose of the Unit,
and we may retain any proceeds, we may receive from the disposal.
F-7.4 You will promptly notify us of any recalls or potential recalls, or safet y
alerts of any of Your Products and cooperate and assist us in connection with any
recalls or safet y alerts, including by initiating the procedures for returning items
to you under our standard processes. You will be responsible for all costs and
expenses you, we or any of our or your A liates incur in connection with any
recall or potential recall or safet y alerts of any of Your Products (including the
costs to return, store, repair, liquidate, or deliver to you or any vendor any of
these products).
F-8 Cust om er Ser vice
F-8.1 For Multi-Channel Ful llment Units we will have no customer service
obligations other than to pass any inquiries to your at tention at the contact you
provide, and to make available a reasonable amount of information regarding
the status of the ful llment of Your Products if you request it and if and to the
extent we possess the requested information. You will ensure that all of your
policies and messaging to your customers regarding shipping of Your Products
and other ful llment-related mat ters, re ect our policies and requirements,
including with regard to shipping methods, returns, and customer service; and,
you will conspicuously display on your website(s), in emails or in other media or
communications any speci c disclosures, messaging, notices, and policies we
require.
F-8.2 We will be responsible for all customer service issues relating to packaging,
handling and shipment, and customer returns, refunds, and adjustments related
to Amazon Ful llment Units. We will determine whether a customer will receive a
refund, adjustment or replacement for any Amazon Ful llment Unit and we will
require you to reimburse us where we determine you have responsibilit y in
accordance with the Agreement (including these FBA Service Terms and the
Program Policies). We will promptly notify you when you are responsible for a
customer refund. You may appeal if you disagree with our nding within thirt y
(30) days after our noti cation, in addition to your right to request that Units be
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returned to you under Section F-7.1. Except as provided in this Section F-8
regarding any Amazon Ful llment Units, customer service will be handled in
accordance with your Seller Agreement.
F-8.3 In situations relating to Amazon Ful llment Units where the wrong item
was delivered or the item was damaged or lost or is missing, unless we determine
that the basis for such request is caused by you or any of your employees, agents,
or contractors, we will, at our option: (a) for any Amazon Ful llment Unit, (i) ship
a replacement Unit to the customer and reimburse you in accordance with the
FBA Guidelines for the replacement Unit, or (ii) process a refund to the customer
and reimburse you in accordance with the FBA Guidelines for the Unit; or (b) for
any Multi-Channel Ful llment Unit, reimburse you in accordance with the FBA
Guidelines for the Unit (and you will, at our request, provide us a valid tax invoice
for the compensation paid to you). Any customer refund will be processed in
accordance with the Selling on Amazon and the Transaction Processing Service
Terms (if the Elected Country for a Service is the United States). Not withstanding
the Selling on Amazon Service Terms, we will be entitled to retain the applicable
fees payable to us under the Selling on Amazon Service Terms and these FBA
Service Terms, respectively. Except as expressly provided in this Section F-8.3,
you will be responsible for all costs associated with any replacement or return.
F-8.4 If we provide a replacement Unit or refund as described in Section F-8.3 to
a customer and that customer returns the original Unit to us, we will be entitled
to dispose of the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may,
at our option, place such Unit back into your inventory in accordance with
Section F-6. If we do put a Unit back into your inventory, you will reimburse us
for the applicable Replacement Value (as described in the FBA Guidelines) of the
returned Unit. Any replacement Unit shipped by us under these FBA Service
Terms will be deemed to be, and will be treated in the same manner as, an order
and sale of such Unit from you to the customer via the applicable Amazon Site or
Service in accordance with, and subject to, the terms and conditions of this
Agreement and your Seller Agreement.
F-9 Com p en sat ion for Ful llm ent Ser vices
F-9.1 Han d lin g an d St orage Fees. You will pay us the applicable fees described
in the applicable Ful llment by Amazon Fee Schedule. You will be charged the
Storage Fees beginning on the day (up to midnight) that the Unit arrives at a
ful llment center and is available for ful llment by Amazon (or in the case of any
Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day
(up to midnight) we receive a valid customer order for such product or a request
from you to return or dispose of the Unit; or (b) the day (up to midnight) we
actually ship the Unit to your designated return location or dispose of the Unit.
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F-9.2 Ship ping an d Gift Wrap . For any Amazon Ful llment Units we will
determine the amounts charged to the customer for shipping and gift wrap
services for the Units that we ful ll through the FBA Program. As bet ween you
and us, these charges will be your charges to the customer, and we will report
them to you. We will charge you (and you will pay us) a fee equal to the amount
of such charges to the customer. In the case of shipments of Units sold through
the Amazon Site that qualify for the "Free Shipping" promotion, the amounts
charged to the customer for shipping the Selling on Amazon Units that Amazon
ful lls will rst be charged to the customer and will next be deducted from the
total charges to the customer as your promotion and Amazon will not charge you
the fee described above. If you ship Units to us using the shipping rates that we
may make available pursuant to Section F-3.3, you will reimburse us for the
actual amounts charged to us by the applicable carrier for such shipments.
F-9.3 Proceed s. We may as appropriate keep part of or all proceeds of any Units
that we are entitled to dispose of pursuant to F-7 above, or to which title
transfers, including returned, damaged, or abandoned Units. You will have no
securit y interest, lien, or other claim to the proceeds that we receive in
connection with the sale, ful llment, and/ or shipment of these Units.
F-10 Ind em n it y
In addition to your obligations under Section 6 of the General Terms of this
Agreement, you also agree to indemnify, defend, and hold harmless us, our
A liates, and our and their respective o cers, directors, employees,
representatives, and agents against any Claim that arises from or relates to: (a)
the Units (whether or not title has transferred to us, and including any Unit that
we identify as yours pursuant to Section F-4), including any personal injury,
death, or propert y damage; (b) any of Your Taxes or the collection, payment, or
failure to collect or pay Your Taxes; and, if applicable (c) any sales, use, value
added, personal propert y, gross receipts, excise, franchise, business, or other
taxes or fees, or any customs, duties, or similar assessments (including penalties,
nes, or interest on any of the foregoing) imposed by any government or other
taxing authorit y in connection with the shipment of Foreign-Eligible Products to
Foreign Addresses (collectively, "Foreign Ship m en t Taxes").
F-11 Release
You, on behalf of yourself and any successors, subsidiaries, A liates, o cers,
directors, shareholders, employees, assigns, and any other person or entit y
claiming by, through, under, or in concert with them (collectively, the "Releasing
Par t ies"), irrevocably acknowledge full and complete satisfaction of and
unconditionally and irrevocably release and forever fully discharge Amazon and
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each of our A liates, and any and all of our and their predecessors, successors,
and A liates, past and present, as well as each of our and their partners, o cers,
directors, shareholders, agents, employees, representatives, at torneys, and
assigns, past and present, and each of them and all Persons acting by, through,
under, or in concert with any of them (collectively, the "Released Par t ies"), from
any and all claims, obligations, demands, causes of action, suits, damages, losses,
debts, or rights of any kind or nature, whether known or unknown, suspected or
unsuspected, absolute or contingent, accrued or unaccrued, determined or
speculative (collectively, "Losses") which the Releasing Parties now own or hold
or at any time have owned or held or in the future may hold or own against the
Released Parties, or any of them, arising out of, resulting from, or in any way
related to the shipment, export, or delivery of Your Products to Foreign
Addresses, including any tax registration or collection obligations. You, on behalf
of yourself and all other Releasing Parties, recognize that you, and each of them,
may have some Losses, whether in tort, product liabilit y, contract, warrant y, or
otherwise, against the Released Parties of which you, or any of them, are totally
unaware and unsuspecting, or which may arise or accrue after the date you
register for or use FBA, which the Releasing Parties are giving up by agreeing to
these FBA Service Terms. It is your intention in agreeing to these FBA Service
Terms that these FBA Service Terms will deprive the Releasing Parties of each
and all such Losses and prevent the Releasing Part y from asserting any such
Losses against the Released Parties, or any of them. In addition to the foregoing,
you acknowledge, on behalf of yourself and all other Releasing Parties that you
are familiar with Section 1542 of the Civil Code of the State of California, as
follows:
"A general release d oes not ext en d t o claim s t hat t h e credit or or releasing
par t y does not know or susp ect t o exist in his or her favor at t he t im e of
execut ing t he release an d t h at , if known by him or h er, would h ave m at erially
a ect ed h is or h er set t lem en t wit h t he debt or or released p ar t y."
You, on behalf of yourself and all other Releasing Parties, expressly waive and
relinquish any rights that you had or may have under Section 1542 of the Civil
Code of the State of California or any similar provision of the law of any other
jurisdiction, to the full extent that you may lawfully waive all such rights
pertaining to the subject mat ter of these FBA Service Terms.
F-12 Disclaim er
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF
THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR
WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR
(WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE),
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RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT
OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR
CONTRACTORS OR AGENTS.
F-13 E ect of Term in at ion
Your termination rights are set forth in Section 3 of this Agreement. Following
any termination of the Agreement or these FBA Service Terms in connection with
a particular Elected Country, we will, as directed by you, return to you or dispose
of the Units held in that Elected Country as provided in Section F-7. If you fail to
direct us to return or dispose of the Units within thirt y (30) days (or as otherwise
speci ed in the applicable Program Policies) after termination, then we may elect
to return and/ or dispose of the Units in whole or in part, as provided in Section
F-7, and you agree to such actions. Upon any termination of these FBA Service
Terms in connection with a particular Elected Country, all rights and obligations
of the parties under these FBA Service Terms in connection with such Elected
Country will be extinguished, except that the rights and obligations of the parties
under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12, and F-13 with
respect to Units received or stored by Amazon as of the date of termination will
survive the termination.
F-14 Tax Mat t ers
You understand and acknowledge that storing Units at ful llment centers may
create tax nexus for you in any country, state, province, or other localities in
which your Units are stored, and you will be solely responsible for any taxes owed
as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are
assessed against us as a result of performing services for you in connection with
the FBA Program or otherwise pursuant to these FBA Service Terms, you will be
responsible for such Foreign Shipment Taxes and Your Taxes and you will
indemnify and hold Amazon harmless from such Foreign Shipment Taxes and
Your Taxes as provided in Section F-10 of these FBA Service Terms.
F-15 Add it ion al Rep resen t at ion
In addition to your representations and warranties in Section 5 of the General
Terms of this Agreement, you represent and warrant to us that: (a) you have valid
legal title to all Units and all necessary rights to distribute the Units and to
perform under these FBA Service Terms; (b) you will deliver all Units to us in new
condition (or in such condition otherwise described by you in the applicable Your
Product listing) and in a merchantable condition; (c) all Units and their packaging
will comply with all applicable marking, labeling, and other requirements
required by Law; (d) no Unit is or will be produced or manufactured, in whole or
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in part, by child labor or by convict or forced labor; (e) you and all of your
subcontractors, agents, and suppliers involved in producing or delivering Units
will strictly adhere to all applicable Laws of the Elected Country, its territories,
and all other countries where Units are produced or delivered, regarding the
operation of their facilities and their business and labor practices, including
working conditions, wages, hours, and minimum ages of workers; and (f) that all
Foreign-Eligible Products (i) can be lawfully exported from Canada, Mexico, or
the United States, as applicable, without any license or other authorization; and
(ii) can be lawfully imported into, and comply with all applicable Laws of, any
eligible country.
FBA De n it ion s
"Am azon Ful llm en t Un it s" means Units ful lled using FBA that are sold
through an Amazon Site. For avoidance of doubt, if you have successfully
registered for or used both the FBA and Selling on Amazon Services, then the
term "Amazon Ful llment Units" and the de ned term "Amazon Ful lled
Products" in the Selling on Amazon Service Terms both refer to the same items.
"FBA Exclud ed Prod uct " means any Unit that is an Excluded Product or is
otherwise prohibited by the applicable Program Policies.
"Foreign Ad d ress" means (a) if the Elected Country is the United States, any
mailing address that is not (i) within the ft y states of the United States or
Puerto Rico, or (ii) an APO/ FPO address; and (b) if the Elected Country is not the
United States, any mailing address that is not within the Elected Country.
"Ful llm en t Req uest " means a request that you submit to us (in accordance with
the standard methods for submission prescribed by us) to ful ll one or more
Multi-Channel Ful llment Units.
"Mult i-Ch ann el Ful llm en t Unit s" has the meaning in Section F-2.
"Sellab le Un it " means a Unit that is not an Unsuitable Unit.
"Seller Agreem en t " means the Selling on Amazon Service Terms, the
Merchants@ Program Agreement, the Marketplace Participation Agreement, any
successor to any of these agreements, or any other similar agreement (as
determined by Amazon) bet ween you and us that permits you to o er products
and services via a particular Amazon Site.
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"Ship pin g In form at ion " means with respect to any purchased Unit(s), the
following information: the name of the recipient, the shipping address, the
quantit y of Units to be shipped, and any other shipping-related information we
may reasonably request.
"Un it " means a unit of Your Product that you deliver to Amazon in connection
with the FBA Program.
"Un suit ab le Un it " means a Unit: (a) that is defective, damaged, un t for a
particular purpose, or lacking required label(s); (b) the labels for which were not
properly registered with Amazon before shipment or do not match the product
that was registered; (c) that is an FBA Excluded Product or does not comply with
the Agreement (including applicable Service Terms and Program Policies); (d)
that Amazon determines is unsellable or unful llable; or (e) that Amazon
determines is otherwise unsuitable.
Am azon Ad ver t isin g Ser vice Term s
The Amazon Advertising Service Terms govern your use of Amazon Advertising, a
Service that allows you to advertise your products. The Amazon Advertising
Service Terms apply to your use of the Ad Services.
Your use of the Ad Services (as de ned in the Amazon Advertising Agreement) is
governed by the Amazon Advertising Agreement. You accept the Amazon
Advertising Agreement, which may be updated from time to time by Amazon in
accordance with its terms. The Amazon Advertising Agreement is available at
ht tps:/ / advertising.amazon.com/ terms. In the event of any con ict bet ween the
General Terms or Program Policies and the Amazon Advertising Agreement with
respect to the Ad Services, the Amazon Advertising Agreement will prevail to the
extent of the con ict. If the Amazon Advertising Agreement is deemed unlawful,
void, or for any reason unenforceable, then the General Terms will govern your
access to and use of the Ad Services.
Tran sact ion Processin g Ser vice Term s
BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN AMAZON
ADVERTISING FOR WHICH THE ELECTED COUNTRY IS THE UNITED STATES, YOU
(ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE
BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT
SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT
GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON THE
US AMAZON SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO
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GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT
DESCRIBED IN THAT AGREEMENT.
P-1 Paym en t s Processin g Agency Ap poin t m ent
For non-invoiced orders, you authorize Amazon Payments, Inc. to act as your
agent for purposes of processing payments, refunds and adjustments for Your
Transactions, receiving and holding Sales Proceeds on your behalf, remit ting
Sales Proceeds to Your Bank Account, charging your Credit Card, and paying
Amazon and its A liates amounts you owe in accordance with this Agreement or
other agreements you may have with Amazon A liates. For invoiced orders, you
authorize: (a) Amazon Capital Services, Inc. to act as your agent for purposes of
processing payments, refunds and adjustments for Your Transactions, and
receiving and holding Sales Proceeds on your behalf; and (b) Amazon.com
Services LLC to act as your agent for purposes of remit ting Sales Proceeds to
Your Bank Account, charging your Credit Card, and paying Amazon and its
A liates amounts you owe in accordance with this Agreement or other
agreements you may have with Amazon A liates. Amazon Payments, Inc.,
Amazon Capital Services, Inc., and Amazon.com Services LLC are each an
“Am azon Paym en t s Agen t ”. The applicable Amazon Payments Agents provide
the services described in these Transaction Processing Service Terms and the
related services described in Sections S-1.4, S-2.2, S-5, and F-8.3 of the
Agreement (collectively, the "Tran sact ion Processing Ser vices").
When a buyer instructs us to pay you, you agree that the buyer authorizes and
orders us to commit the buyer's payment (less any applicable fees or other
amounts we may collect under this Agreement) to you. You agree that buyers
satisfy their obligations to you for Your Transactions when we receive the Sales
Proceeds. We will remit funds to you in accordance with this Agreement.
P-2 Rem it t ance
Subject to Section 2 of the General Terms of this Agreement, the applicable
Amazon Payments Agents will remit funds to you in accordance with Section S-5
of the Agreement and these Transaction Processing Service Terms. Each
applicable Amazon Payments Agent's obligation to remit funds collected or
received by it or otherwise credited to your available balance in connection with
Your Transactions is limited to funds in your available balance that have become
available in accordance with this Agreement less amounts owed to Amazon and
any taxes that Amazon automatically calculates, collects and remits to a tax
aut horit y according to applicable law, as speci ed in the Tax Policies, subject to
chargeback or reversal or withheld for anticipated claims in accordance with this
Agreement. Without limiting Amazon's rights to collect any amounts you owe,
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the applicable Amazon Payments Agent's receipt of Sales Proceeds or crediting of
Sales Proceeds to your available balance discharges your obligation to pay
applicable fees and other amounts under this Agreement to the extent the Sales
Proceeds received or credited equal or exceed the fees and other amounts you
owe and the Sales Proceeds are applied to the payment of those fees and
amounts.
P-3 Your Fun ds
Your Sales Proceeds will be held in an account with the applicable Amazon
Payments Agent (a "Seller Accoun t ") and will represent an unsecured claim
against that Amazon Payments Agent. Your Sales Proceeds are not insured by the
Federal Deposit Insurance Corporation, nor do you have any right or entitlement
to collect Sales Proceeds directly from any customer. Prior to disbursing funds to
you, an Amazon Payments Agent may combine Sales Proceeds held with the
funds of other users of the Services, invest them, or use them for other purposes
permit ted by applicable Laws. You will not receive interest or any other earnings
on any Sale Proceeds. To the extent required by applicable Laws, an Amazon
Payments Agent will not use any funds held on your behalf for its corporate
purposes, will not voluntarily make such funds available to its creditors in the
event of bankruptcy or for any other purpose, and will not knowingly permit its
creditors to at tach such funds.
P-4 Veri cat ion
We may at any time require you to provide any nancial, business or personal
information we request to verify your identit y. You authorize us to obtain from
time to time consumer credit reports to establish or update your Seller Account
or in the event of a dispute relating to this Agreement or the activit y under your
Seller Account. You agree to update all Seller Account information promptly
upon any change. The Amazon Payments Privacy Notice applies to transactions
processed by Amazon Payments, Inc.
P-5 Dorm an t Accoun t s
If there is no activit y (as determined by us) in connection with your Seller
Account for the period of time set forth in applicable unclaimed propert y laws
and we hold Sales Proceeds on your behalf, we will notify you by means
designated by us and provide you the option of keeping your Seller Account open
and maintaining the Sales Proceeds in your Seller Account. If you do not respond
to our notice(s) within the time period we specify, we will send the Sales
Proceeds in your Seller Account to your state of residency, as determined by us
based on the information in your Seller Account. If we are unable to determine
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your state of residency or your Seller Account is associated with a foreign
country, your funds may be sent to the State of Delaware.
Selling Par t n er API Term s
API-1 Descrip t ion of t h e Selling Par t n er APIs
The "Selling Partner APIs" enable your systems to interface with certain features
or functionalit y we make available to you. These Selling Partner API Terms
concern and apply only to your use of the Selling Partner APIs unless speci cally
provided otherwise. Under the Selling Partner API Terms, you may authorize
parties who (a) develop Applications to support you using the Selling Partner
APIs or the API Materials, (b) have registered with us as Developers, and (c) who
have agreed to the Marketplace Developer Agreement ("Developers") to access
Con dential Information and Your Materials via the Selling Partner APIs
provided, in each case, that where Con dential Information is disclosed to
Developers, you shall remain liable for the acts or omissions of such Developers
as if such acts or omissions were your own. If you wish to use the Selling Partner
APIs directly or develop soft ware or a website that interfaces with the Selling
Partner APIs or the API Materials (an "Application"), you must register as a
Developer.
We may make available Selling Partner APIs (including the Marketplace Web
Services APIs) and soft ware, data, text, audio, video, images, or other content we
make available in connection with the Selling Partner APIs, including related
documentation, soft ware libraries, and other supporting materials, regardless of
format (collectively the "API Materials") that permit your systems to interface
with certain features or functionalit y available to you. You may authorize
Developers to access Con dential Information and Your Materials via the Selling
Partner APIs solely for the purpose of supporting your business on Amazon and
provided, in each case, that where Con dential Information is disclosed to
Developers, you shall remain liable for the acts or omissions of such Developers
as if such act or omissions were your own. All terms and conditions applicable to
the Selling Partner APIs and the API Materials in this Agreement are solely
bet ween you and us. API Materials that are public or open source soft ware
("Public Soft ware") may be provided to you under a separate license, in which
case, not withstanding any other provision of this Agreement, that license will
govern your use of those API Materials. For the avoidance of doubt, except to the
extent expressly prohibited by the license governing any API Materials that are
Public Soft ware, all of the non-license provisions of this Agreement will apply.
API-2 License an d Relat ed Req uirem en t s
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API-2.1 Generally.
We grant you a limited, revocable, non-exclusive, non-sublicenseable,
nontransferable license during the term of the Agreement to allow Developers to
access and use Con dential Information and Your Materials through the Selling
Partner APIs and the API Materials solely in support of your use of the Services
covered by this Agreement. As bet ween you and us, we or our licensors own all
right, title, and interest in and to the Con dential Information, the Selling
Partner APIs, the API Materials, any technical and operational speci cations,
securit y protocols and other documentation or policies provided or made
available by us with respect to the Selling Partner APIs or the API Materials (the
"Selling Partner API Speci cations"), and our internal data center facilities,
servers, net working equipment, and host soft ware systems that are within our or
their reasonable control and are used to provide the Selling Partner APIs or the
API Materials (the "Amazon Net work").
API-2.2 Licen se Rest rict ion s.
You may authorize Developers to access Con dential Information and Your
Materials through the Selling Partner APIs and the API Materials only through
APIs documented and communicated by us in accordance with any applicable
Selling Partner API Speci cations. You may not authorize any other part y to do
any of the following with the Con dential Information, the Selling Partner APIs
and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b)
modify or create derivative works based upon them in whole or in part; (c)
distribute copies of them; (d) remove any proprietary notices or labels on them;
(e) use any Public Soft ware in any manner that requires, pursuant to the license
applicable to such Public Soft ware, that the Con dential Information, the Selling
Partner APIs and the API Materials be disclosed, licensed, distributed, or
otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or
otherwise transfer rights to them; (g) access or use them in a way intended to
avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access
or use them for any purpose unrelated to your use of Services; or (i) access or use
them for fraudulent or illegal activities or activities that violate our policies or are
otherwise harmful to us or any third parties. The limitations regarding Data Use
in Section 11 above apply to any information you disclose or receive by the direct
or indirect use of the Selling Partner APIs.
API-2.3 No Licen se for Direct Access.
For the avoidance of doubt, these Selling Partner API Terms do not provide you a
license to directly access or use the Selling Partner APIs, or install, copy, use, or
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distribute API Materials. Direct use of the Selling Partner APIs may only be
licensed to Developers.
API-2.4 Account Id en t i ers an d Cred en t ials.
You must use the account IDs and any unique public key/ private key pair issued
by us to provide access to your data via the Selling Partner APIs ("Account
Identi ers and Credentials") in accordance with these Selling Partner API Terms
to authorize Developers to access the Selling Partner APIs on your behalf. You
may only authorize access to Con dential Information and Your Materials via the
Selling Partner APIs in the way that we prescribe. Your Account Identi ers and
Credentials are for your personal use only and you must maintain their secrecy
and securit y. You are solely responsible for all activities that occur using your
Account Identi ers and Credentials, regardless of whether the activities are
undertaken by you or a third part y (including your employees, contractors, or
agents). You will provide us with notice immediately if you believe an
unauthorized third part y may be using your Account Identi ers and Credentials
or if your Account Identi ers and Credentials are lost or stolen. We are not
responsible for unauthorized use of your Account Identi ers and Credentials.
API-2.5 Securit y of Your Mat erials and Con dent ial Inform at ion .
You are solely responsible for authorizing others to access the Selling Partner
APIs on your behalf and taking your own steps to maintain appropriate securit y,
protection, and backup of the Con dential Information and Your Materials
processed pursuant to your access to the Selling Partner APIs and the API
Materials, including any Con dential Information you have disclosed to
Developers in accordance with this Agreement. We are not responsible for any
unauthorized access to, alteration of, or deletion, destruction, damage, loss, or
failure to store any of the Con dential Information or Your Materials in
connection with the Selling Partner APIs (including as a result of your or any
third part y’s errors, acts, or omissions). If you believe (acting reasonably) that a
personal data breach has occurred in relation to any customer personal data in
your possession or otherwise under your control (including in the possession of a
Developer), you shall immediately notify Amazon of such personal data breach
(in su cient detail) for information purposes, and promptly take any actions (or
require a Developer take such actions, if relevant) as applicable to you under data
privacy Laws.
API-3 Term inat ion
API-3.1 Term inat ion of Your Access t o t he Selling Par t ner APIs and t he API
Mat erials.
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Without limiting the parties’ rights and obligations under this Agreement, the
Amazon Marketplace Developer Agreement, or the Amazon Marketplace API
License Agreement, we may limit, suspend, or terminate your access to the
Selling Partner APIs and the API Materials for convenience with 30 days’ notice.
We may terminate immediately if (a) we determine that you have materially
breached this Agreement and failed to cure within 7 days of a cure notice; (b) you
or your account have been engaged in deceptive, fraudulent, or illegal activit y; or
(c) your use of the Selling Partner APIs and the API Materials may harm our
customers.
Upon any suspension or termination of your access to the Selling Partner APIs
and the API Materials, you will immediately cease authorizing others to use the
Selling Partner APIs and the API Materials. Upon any termination of your access
to the Selling Partner APIs and the API Materials, you will also immediately
destroy all API Materials. Upon any suspension or termination of your access to
the Selling Partner APIs and the API Materials, we may cause your Account
Identi ers and Credentials to cease to be recognized by the Amazon Net work for
the purposes of the Selling Partner APIs and the API Materials.
API-4 Mod i cat ion s t o t he Sellin g Par t ner APIs and t h e API Mat erials
We may change or discontinue the Selling Partner APIs or the API Materials
(including by changing or removing features or functionalit y of the Selling
Partner APIs or the API Materials) from time to time. For any material changes
that will negatively a ect your business, we will provide notice under Section 18.
API-5 Disclaim ers
THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS".
WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS
OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING
PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE,
OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU
ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE
SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT
OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW,
WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT
OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE
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NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE
FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN
CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR
THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES,
OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR
USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.
Rela t ed a r t icles
Changes to the Amazon Services Business Solutions Agreement
Program Policies
Changes to program policies
Intellectual Propert y for Rights Owners
International selling agreements
Additional Guidelines
About seller facial data
Need m ore h elp ?
Visit Seller Forums
See more on Seller Central
Rea ch Hun d red s of
Million s of Cust om ers
St art Selling On Amazon
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© 1999-2023, Amazon.com, Inc. or its a
liates
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EXHIBIT C
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 116 of 117
Amazon Anti-Counterfeiting Policy
Published 6/16/20
Products offered for sale on Amazon must be authentic. The sale of counterfeit products is
strictly prohibited. Failure to abide by this policy may result in loss of selling privileges,
funds being withheld, and disposal of inventory in our possession.
It is each seller’s and supplier’s responsibility to source, sell, and fulfill only authentic products.
Prohibited products include bootlegs, fakes, or pirated copies of products or content; products that
have been illegally replicated, reproduced, or manufactured; and products that infringe another
party’s intellectual property rights. If you sell or supply inauthentic products, we may immediately
suspend or terminate your Amazon selling account (and any related accounts) and dispose of any
inauthentic products in our fulfillment centers at your expense. In addition, we do not pay sellers until
we are confident our customers have received the authentic products they ordered. We may
withhold payments if we determine that an Amazon account has been used to sell inauthentic goods,
commit fraud, or engage in other illegal activity.
We work with manufacturers, rights holders, content owners, vendors, and sellers to improve the
ways we detect and prevent inauthentic products from reaching our customers. As a result, we
remove suspect listings based on our own review of products. We also work with rights holders and
law enforcement worldwide to take and support legal action against sellers and suppliers that
knowingly violate this policy and harm our customers. In addition to criminal fines and imprisonment,
sellers and suppliers of inauthentic products may face civil penalties including the loss of any
amounts received from the sale of inauthentic products, the damage or harm sustained by the rights
holders, statutory and other damages, and attorney’s fees.
Amazon strives to ensure a trustworthy shopping experience for our customers. By selling on
Amazon, you agree that:
The sale of counterfeit products is strictly prohibited.
You may not sell any products that are not legal for sale, such as products that have been
illegally replicated, reproduced, or manufactured
You must provide records about the authenticity of your products if Amazon requests that
documentation
Failure to abide by this policy may result in loss of selling privileges, funds being withheld,
destruction of inventory in our fulfilment centers, and other legal consequences.
More information
Sell Only Authentic and Legal Products. It is your responsibility to source, sell, and fulfill only
authentic products that are legal for sale. Examples of prohibited products include:
o Bootlegs, fakes, or pirated copies of products or content
o Products that have been illegally replicated, reproduced, or manufactured
o Products that infringe another party’s intellectual property rights
Maintain and Provide Inventory Records. Amazon may request that you provide
documentation (such as invoices) showing the authenticity of your products or your
authorization to list them for sale. You may remove pricing information from these
documents, but providing documents that have been edited in any other way or that are
misleading is a violation of this policy and will lead to enforcement against your account.
Consequences of Selling Inauthentic Products. If you sell inauthentic products, we may
immediately suspend or terminate your Amazon selling account (and any related accounts),
Case 2:23-cv-00679 Document 1 Filed 05/10/23 Page 117 of 117
destroy any inauthentic products in our fulfillment centers at your expense, and/or withhold
payments to you.
Amazon Takes Action to Protect Customers and Rights Owners. Amazon also works with
manufacturers, rights holders, content owners, vendors, and sellers to improve the ways we
detect and prevent inauthentic products from reaching our customers. As a result of our
detection and enforcement activities, Amazon may:
o Remove suspect listings.
o Take legal action against parties who knowingly violate this policy and harm our
customers. In addition to criminal fines and imprisonment, sellers and suppliers of
inauthentic products may face civil penalties including the loss of any amounts
received from the sale of inauthentic products, the damage or harm sustained by the
rights holders, statutory and other damages, and attorney’s fees.
Reporting Inauthentic Products. We stand behind the products sold on our site with our A-toz Guarantee, and we encourage rights owners who have product authenticity concerns
to notify us. We will promptly investigate and take all appropriate actions to protect
customers, sellers, and rights holders. You may view counterfeit complaints on the Account
Health page in Seller Central.
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