Associates Program Operating Agreement

This Associates Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Associates Program (the “Program”). “We,” “us,” or “our” means Amazon Seller Services Private Ltd. “You” or “your” means the applicant. A “site” means a website. “Amazon Site” means the www.amazon.in site. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the Amazon Site.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE AMAZON SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING ASSOCIATES PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Amazon Site, other than any product that is listed on this page (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Associates Program Advertising Fee Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Amazon Site.

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote or contain libelous or defamatory materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) include any trademark of Amazon or its affiliates, or a variant or misspelling of a trademark of Amazon or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site (see the Trademark Guidelines for examples); or

(g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Amazon Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Associates Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Amazon Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Amazon Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Amazon Mobile Associates API (“AMA API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Associates ID we have assigned to you expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree that you will comply with the Associates Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, ; or (d) undertake all of the above actions. In addition, you hereby consent to us:

• sending you emails relating to the Program from time to time;
• monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular Amazon customer clicked through a Special Link from your site before buying a Product on the Amazon Site) in accordance with the Amazon.in Privacy Notice; and
• monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

5. Responsibility for Your Site

• the technical operation of your site and all related equipment;
• displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
• using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
• using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
• disclosing on your site accurately and adequately, 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 us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and
• any use that you make of the Content and the Amazon Marks, whether or not permitted under this Operating Agreement.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

6. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the Amazon Site. We reserve the right to reject orders that do not comply with any requirements on the Amazon Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

7. Advertising Fees

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Associates Program Advertising Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Amazon Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to the Amazon Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Amazon Site that is not your Special Link.

• any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Amazon Site;
• any Product purchase that is not correctly tracked or reported because the links from your site to the Amazon Site are not properly formatted;
• any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
• any Product purchased for resale or commercial use of any kind;
• any Product purchased after termination of this Operating Agreement;
• any Product order where a cancellation, return, or refund has been initiated; and
• any Product purchased by a customer who is referred to the Amazon Site through any of the following:
  • a Prohibited Paid Search Placement; or
  • a link to the Amazon Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
  • the mobile application of the Amazon Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
  • the mobile application of the Amazon Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
  • the mobile application of the Amazon Site is installed from a source other than Google Play store or iOS App Store

  “Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “amazon,” “Kindle,” or any other trademark of Amazon or its affiliates ( see a non-exhaustive list of our trademarks), or variations or misspellings of any of those words (e.g., “ammazon,” “amaozn,” “kindel”). “Redirecting Link” means a link that sends users indirectly to the Amazon Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

  8. Advertising Fee Payment

  We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days following the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least INR1000 in case of NEFT transfers.

  • timely issuance of GST compliant invoices;
  • making the invoices available to Amazon;
  • depositing applicable taxes on a periodic basis; and
  • correctly reporting them to the government under tax laws.

  Standard Program Fees

  Subject to the limitations described in this Fee Statement and compliance with this Agreement, we will pay you standard fees described in the Appendix (”Standard Program Fees”). Fees are calculated as a percentage of Qualifying Revenue.

  Special Program Fees or Promotions

  From time to time, we may run general special programs or promotions that may provide all or some Associates the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), Amazon reserves the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions (even those which do not involve purchases of Products) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Fee Statement, and any restriction under the Program Documents applicable to a Product purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.
  

  The following Special Program Fees are currently available:
  

  (a) Bounty Events

  Bounty Events are available in select countries as referenced in the “Special Program Fees”). You will earn Special Program Fees described in this Section 4(a) in connection with “Bounty Events” which occur when (1) a customer, who must be eligible for the Bounty Event as described in the “Special Program Fees”), clicks through a Special Link on your Site to a bounty-specific homepage on an Amazon Site, and (2) during the resulting Session the customer completes the bounty action described in the “Special Program Fees”).

  Amazon will not pay Special Program Fees where a Bounty Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bounty Events by a single person, repetitive Bounty Events, and Bounty Events that do not result from Special Links on your Site). Amazon will determine in its sole discretion, in each case, whether a Bounty Event has occurred or if there has been a violation or abuse.

  Special Links to the bounty-specific homepages listed in the “Special Program Fees”) are permitted in connection with the corresponding bounty, notwithstanding the Associates Program Participation Requirements).

  9. Policies and Pricing

  Customers who buy products through this Program are customers of the Amazon Site with respect to all activities they undertake in connection with the Amazon Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Amazon Site will apply to those customers, and the same may be changed at any time.

  10. Identifying Yourself as an Associate

  You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement: “As an Amazon Associate I earn from qualifying purchases.”

  11. Limited License

  1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Amazon Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Amazon Marks”) solely on your site and in accordance with the Associates Program Trademark Guidelines.
  2. All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Amazon Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
  3. Associates Program IP License (“License”)
     1. By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.
     2. Subject to the terms of this License and solely for the limited purposes of participation in the Associates Program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Product Advertising Content solely on your Site; (b) use only those of the Amazon Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Associates Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License. You will use Product Advertising Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will: (a) use Product Advertising Content solely to send end users and sales to the Amazon Site and will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content, direct traffic to any page of a site other than the Amazon Site (however, parts of your Site that are not closely associated with the Product Advertising Content may contain links to sites other than the Amazon Site) and (b) link each use of the Product Advertising Content solely to the related Product detail page or other relevant page of the Amazon Site and not to any other page. The Product Advertising API or Data Feed may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use the PA API or Data Feed to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement/ license terms for the PA API or Data Feed (or equivalent service) providing Product Advertising Content from such affiliate sites. The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Product Advertising Content (including the PA API and Data Feed) and promptly remove from your Site and delete or otherwise destroy all of the Product Advertising Content and Amazon Marks with respect to which the License is terminated or as we may otherwise request from time to time.
     3. PA API Usage Requirements.
        1. Description. Under this License, we may make available to you Product Advertising Content including the following:
           • Data, images, audio, video, logos, user interface designs, and other creative designs; and
           • Textual materials, such as textual Product information.
           In addition to the foregoing Product Advertising Content and access to the PA API, we may make available from time to time for use in connection with the PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with the PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Amazon Site.
        1. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Operating Agreement. You will not use the PA API, Data Feed, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the Amazon Site and driving sales of products and services on the Amazon Site.
        2. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
        3. You will link each use of Product Advertising Content to, and only to, the relevant page of the Amazon Site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than the Amazon Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than the Amazon Site).
        • Amazon.in Price: Rs.3500 (as of 13/07/2013 14:11 IST - Details)
        • Amazon.in Price: Rs.140.77 (as of 14:11 IST - More info)

        12. Reservation of Rights; Submissions

        Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Amazon Site or the Associates Site, our and our affiliates’ trademarks and logos (including the Amazon Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

        If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

        13. Compliance with Laws

        In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You agree to intimate us promptly on or prior to the execution date of this Operating Agreement that you are registered as an MSME. If you represent to be an MSME then you shall promptly furnish to us the copies of MSME Certificate evidencing its status as MSME. We shall only upon verification of the MSME Certificate submitted by you, be obligated to extend the benefits provided under the MSME Law to you. In case the MSME Certificate is cancelled, withdrawn, or surrendered or you are otherwise made ineligible to take benefits as an MSME under the MSME Law, you undertake to intimate us immediately of such cancellation, withdrawal, surrender or ineligibility. If you fail to comply with the requirements of this clause, then we may not provide you with the benefits as available to the MSME under the MSME Law. Further, in this regard, you agree to defend, indemnify, and hold us harmless against any claim, loss, damage, cost, expense, or other liability (including attorney’s fees) that may arise from our breach of MSME Law or any other applicable law. For the purpose of this clause, the term: (a) “MSME” means a micro, small and medium enterprise (“MSME”) registered under the MSME Law; (b) “MSME Law” means the Micro, Small and Medium Enterprises Development Act, 2006 or any other applicable law; and (c) “MSME Certificate” means the certificates, registrations and other documents (including without limitation Udyam registration certificate, etc.) as may have been issued to you under the MSME Law.

        14. Term and Termination

        The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Amazon Marks and promptly remove from your site and delete or otherwise destroy all links to the Amazon Site, all Amazon Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

        15. Modification

        We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Amazon Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE AMAZON SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

        16. Relationship of Parties

        You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

        17. Limitation of Liability

        WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE AMAZON SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE AMAZON SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

        18. Disclaimers

        THE PROGRAM, THE AMAZON SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE AMAZON SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, AMAZON.IN DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE AMAZON MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE AMAZON SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

        19. Governing law and Disputes

        This Operating Agreement will be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. The courts at [Bangalore] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.

        Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any 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.

        20. Miscellaneous

        You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the Associates Program Excluded Products page will control over this Operating Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion. Any information relating to us or our affiliates provided by us in connection with the Operating Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain Amazon's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are 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.

        21. Mobile Application Policy

        These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means Amazon Seller Services Private Limited or any of its affiliates, as the case may be. "You" means the user agent for the associate account associated with the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.

        1. must be free to download and all Amazon links must be accessible without paying for access;
        2. must have original content;
        3. must not emulate Amazon’s own shopping app functionality;
        4. must not have price tracking and/or price alerting functionality, unless approved in advance by Amazon in writing;
        5. must not host or render Amazon web pages in WebViews.

        We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Application Policy.

        22. Amazon Influencer Program Policy

        1. Registration Information; Influencer Page
           1. Registration Information. To register as an Influencer, you must complete all information requirements, including granting requests to access data regarding your social media presences.
           2. Influencer Page. This Amazon Influencer Program may include an Amazon Site influencer page registered through Amazon and assigned to you (“Influencer Page”). With respect to Special Links that direct customers to your Influencer Page, the related Session will be measured as beginning when our customer clicks through to your Influencer Page. The Influencer Page is a “Service Offering” for all purposes under the Agreement. With respect to any text, pictures, compilations, lists, comments, digital videos or other data or content you submit to Amazon in connection with the Amazon Influencer Program (“Influencer Content”), you will not submit such Influencer Content if it violates any standard included in Section 1 of the Participation Requirements or the Amazon Community Guidelines.
           3. Disclosure. To meet the Associate Program's requirements, you must (1) include a legally compliant disclosure with your links on each of your social media posts related to the Amazon Influencer Program and (2) identify yourself on your Site as an Amazon Associate with the language required in this Agreement.
              Your link-level disclosure must be:
              • Clear. A clear disclosure could be as simple as "(paid link)", "#ad", or "#PaidPartnership" or "#Sponsored".
              • Conspicuous. It should be placed near any affiliate link or product review in a location that customers will notice easily.
           4. Marketing. Solely with respect to the Amazon Influencer Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Special Links,to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the Amazon Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Influencer Program Policy. For the avoidance of doubt, (i) for the purposes of applicable laws, you are the sender of each email containing any Special Links, and (ii) you must comply with applicable laws and marketing industry standards and best practices for all emails relating to the Amazon Influencer Program. Amazon may revoke the offline marketing permissions granted in this Section 1 at any time in its sole discretion by providing written notice to you.
           1. Discretion in Use; Removal Right. Amazon may (as determined by Amazon in its sole discretion) but is not obligated to use Influencer Content, subject to the terms of the license described in Section 3(b) of the Influencer Program Policy. Amazon reserves the right (in its sole discretion and at any time) to reject, remove, suspend, or restore any or all of the Influencer Content.
           2. Compensation. With respect to Influencer Content used by Amazon within the Amazon Site, Influencer will earn advertising fees (“Onsite Advertising Fees”) as further detailed in Associates Central. To be eligible to earn Onsite Advertising Fees from the applicable Amazon Site, you must be registered as an Influencer for the applicable Amazon Site with a dedicated Store ID for this purpose.
           1. Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Agreement or otherwise, acquire any ownership interest or rights in or to, the Influencer Page, the Influencer Page URL, information and materials on the Influencer Page or any other aspect of the Amazon Site. You will not take any action that conflicts with our rights in, or ownership of, the Influencer Page. Amazon reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Influencer Page and Amazon Site, including through the display of (i) advertising materials on the Influencer Page, without compensation to Influencer, and (ii) disclosure (by text, link, icon, or otherwise) regarding Influencer’s participation in the Amazon Influencer Program.
           2. Use of Influencer Marks. By accepting this Influencer Program Policy, you hereby grant to Amazon a non-exclusive, worldwide, fully paid-up, royalty-free license for the maximum duration of your original and derivative intellectual property rights in all languages to use, copy, reproduce, adapt, translate, excerpt, reformat, distribute, transmit and display your name, photo, logo and other trademarks (“Influencer Marks”) and materials provided to Amazon in connection with the Amazon Influencer Program, including through linkage to your Amazon public profile; provided however, that Amazon will not alter any Influencer Marks from the form provided by Influencer (except to re-format or re-size, so long as the relative presentation of the Influencer Marks remains the same).
           3. Influencer Content and Site. For avoidance of doubt, you acknowledge that Influencer Content you submit will be subject to the provisions of the Conditions of Use on Amazon.in relating to posting content or submitting material and that your Influencer Content and Site are subject to the requirements of Section 3(b) of the Participation Requirements relating to compliance with all applicable laws. Additionally, if Influencer has any other material connection or otherwise receives any compensation from any other manufacturer, distributor, brand, or third party in connection with any Influencer Content, Influencer is also responsible for following all applicable laws with respect to those connections or compensation arrangements.
           4. Indemnification. WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE INFLUENCER PAGE AND INFLUENCER CONTENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO ANY INFLUENCER CONTENT.