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Last updated: April 1, 2023
Influencers are tastemakers, icons, and celebrities. Amazon engages Influencers to promote products, services, and events as requested by Amazon in an Agreement. By entering into an Agreement with Amazon, You accept these Influencer Terms & Conditions (ITC) and the ITC is incorporated into and forms a part of each Agreement that You execute. Please see Appendix A for definitions of capitalized terms.
GENERAL CONTENT. You will use Your authority, knowledge, position or relationship with Your audience to provide Content or Services as requested by Amazon in the applicable Agreement. All Content is subject to Amazon's review and written approval prior to publication. You will provide Amazon all Content at least ten (10) business days prior to publication for Amazon's review and approval, such approval will not be unreasonably withheld. You will update the Content as may be requested by Amazon and such updated Content is subject to re-review and approval by Amazon prior to publication. You and Your Content will comply with all additional instructions regarding the Content provided by Amazon to You in writing, which may include specific dates and times to post the Content. No other brands or individuals will be tagged in the Content without Amazon's prior written approval. Other than Content and Services you provide for Amazon Teens, all Content, Services, and calls to action will only be directed to Adults. You will include disclosures such as #ad or #sponsored as the first tag in each piece of Content and any other disclosures we require. You and Your Content will comply with The Federal Trade Requirements, all training materials we provide to You, and all applicable laws and regulations. You will frequently review The Federal Trade Requirements as they may change. You will immediately remove all Content and Amazon Materials from all media and cease publishing them if requested by Amazon to do so. Further, if You directly or indirectly cause or commit any act that, in Amazon's sole discretion, harms Your or Amazon's reputation, or if You breach these terms and conditions, in addition to any other remedies available under an Agreement or at law or equity, You will, at Amazon's request, refund any payments made for the Content or Services. Unless otherwise agreed in writing, You will be responsible for paying any costs and expenses associated with furnishing the Content. All Content will be newly created for the Campaign and used exclusively for Amazon, and only posted or published during the Term. If Amazon provides You a Brief, all Content will conform to that Brief. If any Content fails to adhere to the Briefs, it will not be considered completed Content and You will be required to repost conforming replacement Content in accordance with Amazon's instructions. If directed by Amazon in an Agreement, You will register for the Amazon Associates Program and provide Your Tracking IDs to Amazon. Children who are or appear to be under the age of 3 may not be shown in any Content. Children who are or appear to be under the age of 13 should generally not be shown or discussed in any Content unless approved in advance by Amazon. Additionally, the following restrictions apply to Content that includes Devices, Home Security or Halo Health Devices:
- If there is a Device in the Content. Children may only be depicted using what are clearly Kids Edition Devices, the setup of the devices (including via companion apps) is only shown as being performed by an adult, and either: (a) the screen must be visible and clearly showing that the child is using the product while in Amazon Kids and/or an Amazon child profile, or (b) the child is shown using the Device under direct adult supervision/involvement.
- If there are Home Security or Halo Health Devices in the Content. While images of children may be shown as captured by relevant Home Security devices-for example, a child running through the living room, where their Adult parent has set up a Home Security device to capture content--kids may not be shown interacting with the device or the app (e.g., do not show kids speaking through the two-way audio).
CONTENT FOR AMAZON TEENS. In addition to the requirements provided above, in the General Content Section, all Content You provide for the Amazon Teens experience will be directed at teens (not pre-teens), use images of older teens and, if products are featured, only feature products that are age appropriate and legal for teens to purchase or use (e.g. do not feature graffiti tools, tobacco products, weapons, alcohol, dietary supplements and similar items).
PROHIBITED ACTIVITIES. You will ensure that Your Content does not include (1) images or likenesses of any minors or of any person without appropriate authorization for that use; (2) political materials; (3) software viruses; (4) links to external websites; (5) solicitations or advertisements for products or services that You have not been engaged to promote under an Agreement (including Your own products in any Amazon website unless pre-approved in writing); (6) materials that infringe third-party patent, copyright, trademark, tradename, trade secret, right of publicity or privacy, intellectual property rights, or other proprietary rights; or (7) illegal, offensive, obscene, threatening, defamatory or libelous, or otherwise objectionable or inappropriate materials or nudity, as determined by Amazon in its sole discretion.
USAGE. Amazon grants You a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable right and license to display Amazon Materials solely on the Influencer Properties to perform under the applicable Agreement, subject to and in accordance with Amazon's Trademark Guidelines (here) with each use subject to Amazon's prior written approval. Upon termination or expiration of the Agreement, or other written notice (including by email), You will stop using the Amazon Materials and will not publish any new materials in any media that contain the Content or Amazon Materials. You grant Amazon the exclusive, irrevocable, worldwide, fully paid-up, royalty-free, and perpetual license and unrestricted right to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, distribute, and modify (so long as such modification does not materially change the Content's meaning) the Content and Your name, photograph or likeness, in any manner. Amazon may sublicense or assign any of the foregoing rights to any third parties that Amazon designates or engages for any purpose. You release and discharge Amazon from all claims and liability resulting from the use or non-use of the Content.
PAYMENT. Unless otherwise noted in an Agreement, payment terms are net sixty (60) days after Amazon's receipt and acceptance of the Content, Services, and invoice. You will receive the Compensation described in the Agreement as payment in full for the Content and Services described in that Agreement. You will be responsible for any withholdings, taxes, agency, and other fees due on or in connection with the Compensation.
TAXES. You may charge and Amazon will pay Taxes, provided that such Taxes are stated on the original invoice that You provide to Amazon and Your invoices state such Taxes separately and meet the requirements for a valid tax invoice. Amazon may provide You with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, You will not charge and or collect the Taxes covered by such certificate. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to You under the applicable Agreement, and payment to You as reduced by such deductions or withholdings will constitute full payment and settlement to You of amounts payable under the applicable Agreement. You will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under the applicable Agreement. If Amazon provides You with any physical materials (e.g. clothing, accessories, etc.) that Amazon does not require You to return, then the title to those materials will pass to You upon Amazon's delivery to the common carrier.
CONFIDENTIALITY. The contents of this ITC and all Agreements are Amazon's confidential information, and You will not disclose the contents of the ITC or Agreements without Amazon's prior written consent; except, You may disclose the contents of the Agreements to Your business representatives and as legally required. These confidentiality obligations survive the expiration or termination of any Agreements between the parties.
UPDATES. We may amend the ITC at any time by posting the updated ITC with or without notice to You. Accordingly, You should refer back to this ITC from time to time to ensure You remain aware of the current terms and conditions. Your continued engagement with Amazon as an Influencer after any ITC update constitutes Your acceptance of the amended terms.
TERMINATION. Amazon may terminate this ITC with You and any Agreement (1) for any or no reason by giving You at least 10 days prior written notice; or (2) immediately by giving You written notice if You breach the ITC or an Agreement. Upon any termination, Amazon is only liable to pay for services performed and liabilities incurred prior to termination.
SURVIVAL AND SEVERABILITY. The Usage, Taxes, Confidentiality, Representations and Warranties, Indemnity/Limitation of Liability, Disputes/Choice of Law, and General sections will survive termination. Any Amazon Affiliate may issue an Agreement under this ITC, and Agreements are the separate obligation of the Affiliate that issues the Agreement. With respect to such Agreements, such Affiliate becomes a party to this ITC and references to Amazon in this ITC are deemed to be references to such Affiliate.
REPRESENTATIONS AND WARRANTIES. You represent and warrant that You are at least 18 years old or if engaged for the Amazon Teens experience, at least 13 years old, and acceptance of this ITC and the Agreement does not conflict with any existing commitment on Your part.
INDEMNITY/LIMITATION OF LIABILITY. You will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors, and assigns from and against any Claim, to the extent such Claim is based on any actual or alleged breach of any term of this Agreement by You. In no event with (a) Amazon be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in connection with this ITC or any Agreement, however caused and regardless of theory or liability; and (b) Amazon's liability for direct damages in connection with any Agreement exceed the amount of Compensation Amazon paid to You under the applicable Agreement for the twelve-month period preceding the claim.
DISPUTES. Any dispute or Claim relating in any way to this ITC (including any Agreement) will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act, federal arbitration law, and Washington State Law apply to the ITC and any Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this ITC as a court would. The underlying award in arbitration may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules.
ARBITRATION PROCESS. Before You may begin an arbitration proceeding, You must send a letter notifying us of Your intent to pursue arbitration and describing Your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's Commercial Fee Schedule. You and we 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, You and we each waive any right to a jury trial and agree that any such claim may proceed only in state or federal court in King County, Washington.
INJUNCTIVE RELIEF. Notwithstanding anything to the contrary in this ITC or any Agreement, You and we each agree that either party may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
GENERAL. Neither this ITC or any Agreement will create a joint venture, partnership or other similar business relationship or entity of any kind, or an obligation to form any such relationship or entity. You will act as an independent contractor and not as Amazon's agent for any purpose, and You will not have the authority to bind Amazon, nor hold Yourself out to any third party as having any authority to bind or enter into any agreement on Amazon's behalf. You may not assign any Agreement or any of Your rights, interests or obligations contained in an Agreement to any other person or entity without Amazon's prior written consent. Amazon may assign any Agreement or any of its rights, interests or obligations in an Agreement to any of its Affiliates without having to obtain Your consent as long as the Agreement is binding on and enforceable against the assignee. Amazon may engage third parties, or undertake its own activities, that may or may not be similar to the transactions contemplated by any Agreement or competitive with Your business, products or services. This ITC and any Agreements contain the entire understanding between the parties relating to its subject matter and supersedes all other agreements pertaining to it whether verbal or written. In the event that the terms of the ITC conflict with the terms of an Agreement, unless explicitly stated otherwise in the applicable Agreement, this ITC will govern.
Appendix A
DEFINITIONS.
Adults: individuals over the age of 18.
Affiliates: with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.
Agreement: any written contract provided by Amazon to You requesting Services that has been formally accepted by You, including without limitation booking confirmations and Influencer Insertion Orders.
Amazon, we, us, and our: each and collectively are Amazon.com Services LLC or one of its affiliates.
Amazon Materials: any images, text, links, data, trademarks, logos or other content that Amazon makes available to You in connection with the performance of Services or delivery of Content.
Briefs: written materials that outline the planned direction for the Content.
Campaign: the engagement-specific marketing campaign described in an Agreement.
Claim: any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third-party allegation, claim, lawsuit, or proceeding.
Compensation: the fees and any other benefits outlined in an Agreement in exchange for Your provision of the Services.
Content: materials provided by You to Amazon, and created by You during the Term of any applicable Agreements.
Devices: collectively, any and all Amazon branded devices, including but not limited to Amazon Fire TV devices, Fire Tablets, Kindle e-Readers, Cloud Cam devices, Alexa devices, and all Kids Edition Devices.
Kids Edition Devices: collectively, any and all Amazon branded devices that are designed for kinds, including Amazon Fire Kids tablets, Amazon Fire Kids Pro tablets, Amazon Kindle Kids e-readers, Amazon Echo Dot Kids devices, Amazon Echo Glow, Amazon Alexa Kids Skills, Amazon and Made for Amazon branded accessories, and Amazon Kids and Amazon Kids+.
Influencer, You, and Your: each and collectively are individuals, agencies, and other entities that are engaged with Amazon to provide the Services.
Influencer Properties: Your blog, social media sites, and other internet properties owned or controlled by You.
ITC: these terms and conditions as may be updated in accordance with this ITC.
Services: Your creation, provision and publishing of the Content as requested by Amazon and Your performance of other tasks requested by Amazon in an applicable Agreement.
Taxes: the applicable national, state or local sales or use taxes or value added taxes that You are legally obligated to charge Amazon for the Services.
Term: The date range defined in an Agreement.
The Federal Trade Requirements: the requirements published by the Federal Trade Commission regarding endorsements and testimonials in advertising, as may be updated from time to time, Federal Trade Commission's Guides Concerning the Use of Endorsement and Testimonials in Advertising .
Trademark: Amazon's and its Affiliates' trademarks and logos.
