Amazon.com Operating Agreement
Operating
Agreement
This
Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the Amazon Services, Inc. Associates
Program (the "Program"). As used in this Agreement, "we",
"us", or "our" means Amazon Services, Inc. or
any of our affiliate companies, as the case may be, and "you"
means the applicant. "Amazon.com Site" means the site that has
its primary home page identified by the URL www.amazon.com, and "site"
means a World Wide Web site. "Your site" means any site that
you will link to the Amazon.com Site (and which you will identify in your
Program application). Save for our obligation to pay referral fees under
Section 4, which may be performed solely by us, we may cause any of our
obligations under this Agreement to be fulfilled by any of our Affiliates
(defined below), on our behalf.
1. Enrollment
in the Program
To begin
the enrollment process, you will submit a complete Program application via the
Amazon.com Site. We will evaluate your application in good faith and will
notify you of its acceptance or rejection. We may reject your application if we
determine (in our sole discretion) that your site is unsuitable for the
Program. Unsuitable sites include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
- promote illegal activities
- breach intellectual property rights
- include "amazon," any other trademark of
Amazon Services or its affiliates, or variations or misspellings of any of
them, in their URLs to the left of the top-level domain name (e.g.,
".com", ".net", ".uk", etc.) -- for example,
a URL such as "amazon.mydomain.com", "amaozn.com" or
"amazonauctions.net" would be unsuitable
- otherwise violate intellectual property rights.
By
participating in the Program you agree that you will not engage in any such
activities. If we reject your application, you are welcome to reapply to the
Program at any time. You should also note that if we accept your application
and your site is thereafter determined (in our sole discretion) to be
unsuitable for the Program, we may terminate this Agreement. Participation in
the Program is limited to parties that lawfully can enter into and form
contracts under applicable law. For example, minors are not allowed to
participate in the Program.
2. Links
on Your Site
Once you
have been notified that your site has been accepted into the Program, we grant
you a revocable, non-exclusive, worldwide, royalty-free license for the
duration of the term of this Agreement, solely for purposes of facilitating
referrals from your site to the Amazon.com Site, to provide on your site one or
more of the following types of links to the Amazon.com Site:
Product
Links: You may select one or more Products to list on your site. A "Product"
is any product listed on the Amazon.com Site that is fulfilled by us or on our
behalf, or any product sold by a third party seller on the Amazon.com Site
other than: (a) products sold through our "Auctions" and
"zShops" services (or any successors thereto); (b) products sold by
Circuit City, Crabtree & Evelyn, Elisabeth, eLuxury, Godiva, Lands' End, Liz
Claiborne, Lucky Brand Jeans, Nordstrom, Sears Craftsman, or Sephora ("Excluded
Merchants"); (c) products sold by a third party through a site linked
to from the Amazon.com Site (e.g. CarsDirect.com products); and (d) any
wireless service plan offered through the Amazon.com Site and not sold and
fulfilled by us. For each selected Product, you will display on your site a
short description, review, or other reference. You will be responsible for the
content, style, and placement of these references. You will provide a Special
Link (as defined below) from each Product reference on your site to the
corresponding Amazon.com Site online catalog entry. Each such link will connect
directly to a single item in our online catalog. You may add or delete Products
(and related links) from your site at any time without our approval. Special
Links that individually link to specific Products as described above are
referred to as "Product Links." You may not use Special Links
to link to the Amazon.com Site from references to products on your site that
are not "Products" as defined above.
Search
Box Link: You may provide an Amazon.com Site search box on your site that will
permit your site visitors to link directly to a page on the Amazon.com Site
that contains the results of their search queries. We will provide you with
technical specifications describing how to include an Amazon.com Site search
box on your site.
General
Link to Amazon.com Site Home Page: You may provide a general link on your site
to the home page of the Amazon.com Site.
Amazon Recommends
Link: If your site qualifies (as determined by us in our sole discretion), you
may place an Amazon Recommends link on your site to enable Amazon Services to
serve recommended content based on your site's specialty or sales history
directly to visitors to your site.
Quick-Click
Link: In conjunction with Product links on your site, you may provide a
Quick-Click link that, when clicked, will open a new browser window through
which recognized visitors of your site can add Products to their shopping cart
and/or purchase Products via our 1-Click feature. We will provide you with
technical specifications describing how to include a Quick-Click link on your
site. If you choose to provide a graphical Quick-Click link, you agree that you
will use the graphical artwork we serve or otherwise provide to you only to
identify the Quick-Click link. If you choose to provide a text-only Quick-Click
link, you agree that the text of the link will read "Buy from
Amazon.com" and include no other or different text unless otherwise
specified by us.
Easy
Link: You may provide an "Easy Link" on your site, which is a
Special Link through which we may serve content as we deem appropriate. If you
choose to provide a graphical Easy Link, you agree you will use the graphical
artwork we serve or otherwise provide to you only to identify the Easy Link. If
you choose to provide a text-only Easy Link, you agree you will not alter the
text we serve or otherwise provide to you to identify the Easy Link.
Search
Results Link: You may provide a link on your site that will link to a
particular search result on the Amazon.com Site, the parameters of which will
be determined by you based on search generating alternatives we make available
to you.
Any Page
Link: You may provide a link on your site that will link to any particular page
on the Amazon.com Site, provided that you properly use the special link formats
provided on the Amazon.com Site as part of the Program to create such link.
We will
provide you with guidelines and graphical artwork to use in linking to the
Amazon.com Site home page. To permit accurate tracking, reporting, and referral
fee accrual, we will provide you with special "tagged" link formats
to be used in all links between your site and the Amazon.com Site (and for purposes
of this Agreement, the browser window described above that opens upon a user's
clicking on a Quick-Click link is deemed a part of the Amazon.com Site, and any
Quick-Click link is deemed a link between your site and the Amazon.com Site).
You must ensure that each of the links between your site and the Amazon.com
Site properly utilizes such special link formats. Links to the Amazon.com Site
placed on your site pursuant to this Agreement and which properly utilize such
special link formats are referred to as "Special Links." You
will earn referral fees only with respect to activity on the Amazon.com Site
occurring directly through Special Links; we will not be liable to you with
respect to any failure by you to use Special Links, including to the extent that
such failure may result in any reduction of amounts that would otherwise be
paid to you pursuant to this Agreement.
You
acknowledge that, by participating in the Associates Program and placing any of
the above links within your site, we may receive information from or about
visitors to your site or communications between your site and those visitors.
Your participation in the Program constitutes your specific and unconditional
consent to and authorization for our access to, receipt, storage, use, and disclosure
of any and all such information, consistent with the policies and procedures
set forth in the Privacy Notice on the Amazon.com Site.
Except
for the license granted under this Section 2, you do not obtain any rights
under this Agreement in any intellectual property, including, without
limitation, any intellectual property with respect to the Special Links, link
formats, technical specifications, guidelines or graphical artwork referenced
above, or with respect to the Amazon.com domain name.
You also
acknowledge that we (and our corporate affiliates, such as Alexa Internet,
Inc.) may crawl or otherwise monitor your site for the purpose of ensuring the
quality and reliability of Special Links on your site (for example, to detect
links that are broken or non-functional, links to products that are out of
stock or otherwise unavailable, etc.). Therefore, you agree that we and our
corporate affiliates may take such actions and that you will not seek to block
or otherwise interfere with such crawling or monitoring (and that we and our
corporate affiliates may use technical means to overcome any methods used on
your site to block or interfere with such crawling or monitoring).
You also
acknowledge that as a participant in the Program, we may from time to time send
you email updates about the Program. By participating in the Program, you
consent to our sending you these email updates.
Further,
you acknowledge and agree that you will: (a) not, in connection with this
Agreement, display or reference on your site, any trademark or logo of any
third party seller on the Amazon.com Site; (b) use any data, images, text, or
other information obtained by you from us or the Amazon.com Site in connection
with this Agreement ("Content") only in a lawful manner and
only in accordance with the terms of this Agreement; (c) not use any Content
relating to any Excluded Merchant or any product sold by any Excluded Merchant;
(d) not modify or alter any Content that consists of a graphic image, other
than to resize it; (e) not edit any Content that consists of text, other than
to shorten its length; (f) not sell, redistribute, sublicense or transfer any
Content; (g) not use any Content in a manner intended to send sales to any site
other than the Amazon.com Site; and (h) promptly delete any Content that is no
longer displayed on the Amazon.com Site or that we notify you is no longer
available for your use.
3. Order
Processing
We will
process Product orders placed by customers who follow Special Links from your
site to the Amazon.com Site. We reserve the right to reject orders that do not
comply with any requirements that we periodically may establish. We will be
responsible for all aspects of order processing and fulfillment. Among other
things, we will prepare order forms, process payments, cancellations, and
returns, and handle customer service. We will track sales made to customers who
purchase Products by using Special Links from your site to the Amazon.com Site
and will make available to you reports summarizing this sales activity. The
form, content, and frequency of the reports may vary from time to time in our
discretion.
4. Referral
Fees
We will
pay you (in accordance with Sections 5 and 6 below) referral fees on certain
Product sales to third parties. For a Product sale to be eligible to earn a
referral fee, the customer must click-through a Special Link from your site to
the Amazon.com Site, and add the Product to his or her shopping cart or
purchase the Product via our 1-Click feature during a session. The session ends
upon one of the following events: (a) 24 hours elapses from the customer's
initial click-through, (b) the customer orders the Product, or (c) the customer
follows a third party's Special Link. We will only pay referral fees on
eligible Products after order, payment and shipping have occurred.
To permit
accurate tracking, reporting and fee accrual, you must ensure that the Special
Links between your site and the Amazon.com Site are properly formatted. We will
not be liable for paying referral fees on purchases that are not correctly
tracked and reported because the links between your site and the Amazon.com
Site are not properly formatted.
We will
not, however, pay referral fees on any Products that are added to a customer's
Shopping Cart or are purchased via our 1-Click feature after the customer has
reentered the Amazon.com Site (other than through a Special Link from your
site), as determined by us, even if the customer previously followed a link
from your site to the Amazon.com Site. In addition, gift certificates are not
eligible to earn referral fees.
You may
not purchase products during sessions initiated through the links on your site
for your own use, for resale or commercial use of any kind. This includes
orders for customers or on behalf of customers or orders for products to be
used by you or your friends, relatives, or associates in any manner. Such
purchases may result (in our sole discretion) in the withholding of referral
fees and/or the termination of this Agreement. Products that are eligible to
earn referral fees under the rules set forth above are referred to as "Qualifying
Products."
In
addition, you may not: (a) directly or indirectly offer any person or entity
any consideration or incentive (including, without limitation, payment of money
(including any rebate), or granting of any discount or other benefit) for using
Special Links on your site to access the Amazon.com Site (e.g., by implementing
any "rewards" program for persons or entities who use Special Links
on your site to access the Amazon.com Site); (b) read, intercept, record,
redirect, interpret, or fill in the contents of any electronic form or other
materials submitted to us by any person or entity; (c) in any way modify,
redirect, suppress, or substitute the operation of any button, link, or other
interactive feature of the Amazon.com Site; (d) make any orders or subscription
requests, or engage in other transactions of any kind on the Amazon.com Site on
behalf of any third party, or authorize, assist, or encourage any other person
or entity to do so; (e) take any action that could reasonably cause any
customer confusion as to our relationship with you, or as to the site on which
any functions or transactions (e.g., search, order, browse, and so on) are
occurring; (f) other than providing Special Links on your site in accordance
with this Agreement, post or serve any advertisements or promotional content
promoting the Amazon.com Site or otherwise around or in conjunction with the
display of the Amazon.com Site (e.g., through any "framing" technique
or technology or pop-up or pop-under windows), or assist, authorize, or
encourage any third party to take any such action; (g) attempt to circumvent
the referral fee schedule or artificially increase your referral fees (e.g. by
intentionally featuring, purchasing or requesting or encouraging any third
party to purchase low-price items offered on the Amazon.com Site (as determined
by us) for the purpose of exceeding any referral fee threshold or by causing
any page of the Amazon.com Site to open in a customer's browser other than as a
result of the customer clicking on a Special Link on your site); (h) attempt to
intercept or re-direct (including, without limitation, via user-installed
software) traffic from or on, or divert referral fees from, any web site that
participates in the Program; or (i) seek to purchase or register any keywords,
search terms or other identifiers that include the word "amazon" or
variations thereof (for example "ammazon", "amaozn", etc.)
or any of the phrases "Toys 'R US", "Sports 'R Us",
"Babies 'R Us" or "Imaginarium" or variations thereof
(e.g., "ToysRUs", "SportsRUs", "Toys "R"
Us", "toysrus.com", "imaginarium.com", "Babies
Are Us", "Imaginearium", etc.) for use in any search engine,
portal, sponsored advertising service or other search or referral service. If
we determine, in our sole discretion, that you have engaged in any of the
foregoing activities, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to you under this
Agreement and/or terminate this Agreement.
5. Referral
Fee Schedule
During
each calendar quarter, for Qualifying Products sold during sessions initiated
through Special Links on your site, you will earn (subject to the other terms
of this Agreement) referral fees in accordance with either the "Classic
Fee Structure" described under "Option 1" below or the
Performance Fee Structure described under "Option 2" below. You may
choose to participate in either the Classic Fee Structure or the Performance
Fee Structure (and may modify that choice) at any time during the applicable
calendar quarter by communicating your choice to us via the signup page located
at http://associates.amazon.com/gp/associates/network/payments/main.html.
The quarterly deadline for choosing a fee structure, however, is 11:59 PM on
the last day of that quarter, and you will earn (subject to the other terms of
this Agreement) referral fees for the entire quarter in accordance with the
most recent referral fee structure that you have chosen by the deadline. If you
are a new Associate, you will automatically be enrolled in the Performance Fee
Structure unless you make an affirmative election to participate in the Classic
Fee Structure by the first quarter deadline. The referral fee structure under
which you are enrolled during any calendar quarter will apply to the following
calendar quarter, unless you thereafter change your enrollment in accordance
with the above.
Option
1: Classic Fee Structure.
Subject
to the other terms of this Agreement, you will earn 4% of "Qualifying
Revenues" (revenues derived by us from sales of Qualifying Product units
sold during sessions initiated through Special Links on your site, excluding
costs for shipping, handling, gift-wrapping, taxes, service charges, credit
card processing fees, returns and bad debt).
In
addition, subject to the other terms of the Agreement you will earn (as applicable):
- 1% of Qualifying Revenues from sales of all
Qualifying Product units sold during sessions initiated through Easy Links
on your site; and
- in the case of a Qualifying Product unit being sold
during a session initiated through a Product Link on your site, an
additional 2.5% of Qualifying Revenues from the sale of such Qualifying
Product that is featured in such Product Link and sold during such
session.
Notwithstanding
the foregoing, referral fees for all Qualifying Product units that are personal
computers (including without limitation desktops, laptops and notebooks) are
limited to a maximum of $25 per unit, regardless of the Qualifying Revenues
derived from the sale of any such unit. The classification of any Qualifying
Products unit as a personal computer will be determined by us in our sole
discretion.
Option
2: Performance Fee Structure.
Subject
to the other terms of this Agreement, you will earn the percentage of
Qualifying Revenues set forth in the table below that corresponds to the number
of Qualifying Product units sold during sessions initiated through Special
Links on your site (such fees,"Base Referral Fees").
Once a
higher referral fee is achieved within the calendar quarter, the higher
referral fee rate will apply to all Qualifying Revenues earned from Qualifying
Product units sold by us during sessions initiated through Special Links on
your site during that calendar quarter, including units sold before the new
tier was reached.
In
addition, subject to the other terms of the Agreement you will earn (as
applicable):
- 1% of Qualifying Revenues from sales of all
Qualifying Product units sold during sessions initiated through Easy Links
on your site; and
- in the case of a Qualifying Product unit being sold
during a session initiated through a Product Link on your site, an
additional 2.5% of Qualifying Revenues from the sale of such Qualifying
Product that is featured in such Product Link and sold during such
session.
Notwithstanding
the foregoing, referral fees for all Qualifying Product units that are personal
computers (including without limitation desktops, laptops and notebooks) are
limited to a maximum of $25 per unit, regardless of the Qualifying Revenues
derived from the sale of any such unit. The classification of any Qualifying
Products unit as a personal computer will be determined by us in our sole
discretion.
Card
Application Referral Fee
In
addition to the referral fees described above, you may qualify for a one-time
referral fee of $20 (the "Card Application Referral Fee") for
each application for a co-branded Amazon.com/BankOne Visa credit card (the
"Card") that is: (a) submitted during a session generated
through a Special Link; and (b) approved by First USA Bank, N.A. ("Bank
One") in its sole discretion. Please note that we reserve the right to
reject sites from participating in this offer in our sole discretion, even if
those sites are eligible to participate in the Program generally. Sites that
are unsuitable for participation in this offer include, without limitation: (a)
web sites whose URLs include the words "firstusa",
"bankone" or any variations thereof; (b) web sites through which
casinos, betting or other gambling-related activities, services or products are
offered or promoted; (c) web sites with controversial or discriminatory content
(including, without limitation, lewd/adult content, sites that engage in or
promote discrimination based upon gender, age, creed, race or political views,
and sites that engage in or promote hate, crime, violence or illegal activities
or conduct); and (d) web sites that contain gateways to "chat rooms"
or other real-time interactive discussion forums.
You may
not send any e-mail or other communication to any person promoting or marketing
the Card or applications in any way without the prior written consent of us and
Bank One. You are not permitted to take an application for a Card unless such
application is linked directly to a dedicated Bank One web site and with Bank
One's approval. We reserve the right to terminate your participation in this
offer at any time and for any reason. If we notify you at any time that your
site is unsuitable for participation in the offer or otherwise terminate your
participation in this offer, you must immediately remove from your site all
materials relating to the Card or this offer.
6. Referral
Fee Payment
We will
pay you referral fees on a quarterly basis. In the case of any Card Application
Referral Fees for which you are eligible, we will pay you those fees in the
quarter in which we receive confirmation from Bank One that the applicable Card
application has been approved. Approximately 30 days following the end of each
calendar quarter, we will either (a) send you a check for the referral fees
earned, (b) send you a gift certificate good for purchase of Products through
the Amazon.com Site, subject to our standard terms or conditions, or (c)
directly deposit the referral fees earned into your bank account (if you want
us to use this method of payment, please note that you will have to provide us
with the name of your bank, the bank account type, the 9-digit routing
number/ABA number, the account number and the primary account holder name as it
appears on the bank account). If you select payment via Amazon.com Site gift
certificate or direct deposit, we will accrue and withhold referral fees until
the total amount due is at least $10.00. If you select payment via check, we
will accrue and withhold referral fees until the total amount due is at least
$100.00. Please note that commencing January 1, 2003, if your billing address
is a US address and you select payment via check, we will deduct a processing
fee in the amount of $8.00 from the referral fees payable to you for each check
we send after April 1, 2003 (this charge does not apply to those with non-US
billing addresses because Direct Deposit is not available to them). No
processing fee will be deducted if you select payment via Amazon.com Site gift
certificate or direct deposit. We are obligated by
7. Policies
and Pricing
Customers
who buy products or submit Card applications through this Program will be
deemed to be our customers. Accordingly, all of our rules, policies, and
operating procedures concerning customer orders, customer service, and product
sales will apply to those customers. We may change our policies and operating
procedures at any time. For example, we will determine the prices to be charged
for products sold under this Program in accordance with our own pricing
policies. Product prices and availability may vary from time to time. Because
price changes may affect Products that you have listed on your site, your site
may only show prices when we serve those prices through our "Amazon
Recommends" Service or our "Amazon Web Services". In addition,
if you choose to display prices for any Product on your site in any
"comparison" format (including through the use of any
price-comparison tool or engine) together with prices for the same or similar
products offered through any web site or other outlet other than the Amazon.com
Site, you must display both the lowest "new" price and, if we provide
it to you, the lowest "used" price at which the Product is available
on the Amazon.com Site. You may not otherwise include price information in your
Product descriptions. We will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability or price of any
particular product.
8. Identifying
Yourself as an Associate
You
may not issue any press release with respect to this Agreement or your
participation in the Program; such action may result in your termination from
the Program. We will make available to you a small graphic image that
identifies your site as a Program participant. You must display this logo or
the phrase "In association with Amazon" somewhere on your site. We
may modify the text or graphic image of this notice from time to time. In
addition, you may not in any manner misrepresent or embellish the relationship
between us and you, or express or imply any relationship or affiliation between
us and you or any other person or entity except as expressly permitted by this
Agreement (including by expressing or implying that we support, sponsor,
endorse, or contribute money to any charity or other cause). If we determine
your site is eligible to receive Card Application Referral Fees, you may also
place a Special Link on your site to enable us to serve certain graphics
relating to the Card and Card applications directly to visitors on your site.
9. Limited
License
We grant
you a nonexclusive, revocable right to use the graphic image and text described
in Section 8 and such other text or images for which we grant express
permission, solely for the purpose of identifying your site as a Program
participant and to assist in generating Product sales or Card sales (if
applicable). You may not modify the graphic image or text, or any other of our
images, in any way. We reserve all of our rights in the graphic image and text,
any other images, our trade names and trademarks, and all other intellectual
property rights. You agree to follow our Trademark Guidelines, as those
guidelines may change from time to time. We may revoke your license at any time
by giving you written notice.
10. Responsibility
for Your Site
You will
be solely responsible for the development, operation, and maintenance of your
site and for all materials that appear on your site. For example, you will be
solely responsible for:
- the technical operation of your site and all related
equipment
- creating and posting Product descriptions on your
site and linking those descriptions to the Amazon.com Site catalog
- the accuracy and appropriateness of materials posted
on your site (including, among other things, all Product-related
materials)
- ensuring that materials posted on your site do not
violate or infringe upon the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal or proprietary
rights)
- ensuring that materials posted on your site are not
libelous or otherwise illegal
- ensuring that your site accurately and adequately
discloses, either through a privacy policy or otherwise, how you collect,
use, store, and disclose data collected from visitors, including, where
applicable, that third parties (including advertisers) may serve content
and/or advertisements and collect information directly from visitors and
may place or recognize cookies on visitors' browsers.
We
disclaim all liability for these matters. Further, you will indemnify and hold
us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and contents of your site.
11. Compliance
with Laws
As a
condition to your participation in the Program, you agree that while you are a
Program participant you will comply with all laws, ordinances, rules,
regulations, orders, licenses, permits, judgments, decisions or other
requirements of any governmental authority that has jurisdiction over you,
whether those laws, etc. are now in effect or later come into effect during the
time you are a Program participant. Without limiting the foregoing obligation,
you agree that as a condition of your participation in the Program you will
comply with all applicable laws (federal, state or otherwise) that govern
marketing email, including without limitation, the CAN-SPAM Act of 2003 and all
other anti-spam laws.
12. Term
of the Agreement
The term
of this Agreement will begin upon our acceptance of your Program application
and will end when terminated by either party. Either you or we may terminate
this Agreement at any time, with or without cause, by giving the other party
written notice of termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to the Amazon.com Site, and all of our trademarks, trade dress, and logos, and
all other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are eligible to earn referral fees only on
sales of Qualifying Products that occur during the term, and referral fees
earned through the date of termination will remain payable only if the related
orders are not canceled or returned. We may withhold your final payment for a
reasonable time to ensure that the correct amount is paid.
13. Modification
We may
modify any of the terms and conditions contained in this Agreement, at any time
and in our sole discretion, by posting a change notice or a new agreement on
the Amazon.com Site. Modifications may include, for example, changes in the
scope of available referral fees, referral fee schedules, payment procedures,
and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY
RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE
AMAZON.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship
of Parties
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 the parties. You will have no authority to make
or accept any offers or representations on our behalf. You will not make any
statement, whether on your site or otherwise, that reasonably would contradict
anything in this Section.
15. Limitation
of Liability
We will
not be liable for indirect, special, or consequential damages (or any loss of
revenue, profits, or data) arising in connection with this Agreement or the
Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the
Program will not exceed the total referral fees paid or payable to you under
this Agreement.
16. Disclaimers
We make
no express or implied warranties or representations with respect to the Program
or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, or any implied
warranties arising out of a course of performance, dealing, or trade usage). In
addition, we make no representation that the operation of the Amazon.com Site
will be uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
17. Independent
Investigation
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN
THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET
18. Arbitration
Any
dispute relating in any way to this Agreement (including any actual or alleged
breach hereof), any transactions or activities under this Agreement or your
relationship with us or any of our affiliates shall be submitted to
confidential arbitration in Seattle, Washington, except that, to the extent you
have in any manner violated or threatened to violate our intellectual property
rights, we may seek injunctive or other appropriate relief in any state or
federal court in the state of Washington (and you consent to non-exclusive
jurisdiction and venue in such courts) or any other court of competent jurisdiction.
Arbitration under this agreement shall be conducted under the rules then
prevailing of the American Arbitration Association. The arbitrator's award
shall be binding and may be entered as a judgment in any court of competent
jurisdiction. To the fullest extent permitted by applicable law, no arbitration
under this Agreement shall be joined to an arbitration involving any other
party subject to this Agreement, whether through class arbitration proceedings
or otherwise.
19. Miscellaneous
This
Agreement will be governed by the laws of the