LOGIN WITH AMAZON SERVICES AGREEMENT

The version of this Agreement in English is the definitive legal version. Translations into German, French, Italian and Spanish are available for your ease of reference only.

This Login with Amazon Services Agreement (“Login with Amazon Agreement”) governs your use of the Login with Amazon Program (the “Program”). “Amazon,” “we,” “us,” or “our” means Amazon Services Europe S.a.r.l. The Amazon UK Site, the Amazon DE Site, the Amazon FR Site, the Amazon IT Site and the Amazon ES Site mean, each and collectively, as applicable, the “Amazon Site”. “Your Site” means the website or application enrolled in the Program. “You” or “your” means the operator of the Site.

BY REGISTERING FOR OR USING THE PROGRAM, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS LOGIN WITH AMAZON AGREEMENT, INCLUDING ANY PROGRAM POLICIES THAT APPLY.

1. Description of the Program

The purpose of the Program is to enable you to allow Amazon customers to sign in to Your Site using their Amazon account credentials. In order to facilitate your use of the Program, we or our affiliates may make images, logos, specifications, code, documents, data and other information and technology (“Content”) available to you.     

2. Enrolment

To begin the enrolment process, you must complete the registration process for the Program. We will send all notices and other communications regarding the Program to you at the e-mail addresses you designated for notifications and updates during the registration process or within Seller Central, or by any other means then specified by us. You may change your e-mail addresses by updating your information in Seller Central. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.

3. Program Requirements

After you have been enrolled in the Program, you may use the Content to create a Login with Amazon sign-in on Your Site. This Login with Amazon Agreement incorporates, and you will at all times comply with, all terms, conditions, requirements, policies, guidelines, and other documents and materials pertaining to the Program provided or made available to you on any Amazon Site (including without limitation payments.amazon.eu) or on the “Seller Central” online portal that we make available to you (“Seller Central”) (collectively, “Program Policies”).

Your Site will not:

• promote or contain pornography or sexually explicit materials;
• promote violence or contain violent materials;
• promote or contain libellous or defamatory materials;
• promote hatred or discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
• promote or undertake illegal or potentially illegal activities;
• promote the infringement of individual privacy rights;
• operate as a gambling business (including without limitation online gambling (including poker), lotteries (including sale of lottery tickets), games of chance (including sweepstakes and raffles), sports forecasting, and odds-making);
• promote any activity or contain content that in our judgment is inappropriate or offensive in connection with the Program
• include any trademarks 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 attached as Exhibit A, which may be updated from time to time in our discretion); or
• otherwise violate intellectual property rights.

In addition, you agree that:

• if you accept payments on Your Site (including donations) and are eligible for Amazon Payments products and services, you must offer Amazon Payments as a payment option for customers on Your Site;
• you will be solely responsible for, and bear all risk and liability for, Your Site, including but not limited to the technical operation of Your Site and all related equipment, and the use or display of Content or other materials on Your Site;
• you will display the Login with Amazon logo prominently on Your Site, at least as prominently as the most prominent of any other third-party authentication service logo offered on Your Site, and comply with our Button Guidelines and Style Guidelines;
• you will not use the Login with Amazon API for the purpose of monitoring the availability, performance, or functionality of any of Amazon's products or services;
• you may cache data you receive using the Login with Amazon API, and Amazon may choose to require data to be refreshed after a given interval to ensure that the data is up to date;
• you may not use the Program to promote, or to export user data to, a product or service that replicates an Amazon product or service without our permission;
• if you stop using the Program or if you are no longer enrolled in the Program, you must delete all information about a user you have received from us except the user’s name and email address, unless you have received explicit consent from the user to retain their other data;
• you will delete all data you receive from us concerning a user if the user asks you to do so, and will provide an easily accessible mechanism for users to make that request. We may require you to delete data you receive from us if you violate this Login with Amazon Agreement; and
• if you exceed one million unique users signing in to Your Site through the Program, you may be subject to additional terms in order to continue your use of the Program.

You will provide us with any information that we request to verify your compliance with this Login with Amazon Agreement.

4. Indemnification

You will defend, indemnify, and hold harmless Amazon and its affiliates, licensors, and suppliers, and our and their respective employees, officers, directors, and representatives against all claims, damages, losses, liabilities, taxes, costs, and expenses (including attorneys’ fees and other legal expenses) directly or indirectly arising out of or relating to any claim concerning your use of the Program (including use by your affiliates, employees, contractors, or agents), your breach of any provision of these terms, or Your Site (including without limitation any content on Your Site or any products you offer). You will use counsel reasonably satisfactory to Amazon to defend any indemnified claim, and Amazon may at any time take control of the defence at Amazon’s expense. You will not consent to the entry of any judgment or enter into any settlement of an indemnified claim without Amazon’s prior written consent. You will not assert, authorize, encourage, or participate in any patent infringement or other intellectual property infringement claim against Amazon or its affiliates.

5. Your Use of Customer Information

To facilitate your use of the Program, you may have access to certain personal information, including without limitation names, e-mail addresses and other personally identifiable information of users (collectively, "Personal Information"). You will not, and will cause your affiliates not to, directly or indirectly: (a) use any Personal Information in any way inconsistent with your privacy policy or applicable law or (b) target communications of any kind on the basis of the intended recipient being a user of our Program or customer of ours or our affiliates. You will provide users the opportunity to either opt-out or opt-in of receiving any marketing communications (whether by you or any third party other than us and our affiliates). You may disclose Personal Information to a third party only if you do not identify any user (or group of users) as a user of our Program or customer of ours or our affiliates and you ensure that every recipient uses the information only for the purposes for which it was disclosed and complies with the restrictions applicable to you related to that information (including without limitation under this Login with Amazon Agreement and your privacy policy). You are liable to us for any misuse or breach of such restrictions by such recipient.

6. Representations

You represent and warrant to us that: (a) you are lawfully able to enter into contracts, on behalf of yourself or the entity you represent, where you use the Program; (b) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this Login with Amazon Agreement; (c) you will post and comply with a privacy policy that discloses accurately and adequately 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 (d) nothing in the information submitted to us hereunder or displayed on Your Site is infringing, false, misleading, defamatory, libellous, slanderous, illegal, harassing or threatening.

7. Confidentiality

During the course of your enrolment in, or use of, the Program, you may receive information relating to us, our affiliates, or to the Program that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your use of the Program; (c) you will not disclose Confidential Information to any individual, company, or other third party; and (d) you will take all reasonable measures to protect Confidential Information against any use or disclosure that is not expressly permitted in this Login with Amazon Agreement. You may not issue any press release or make any public statement related to the Program, or use our name, trademarks or logos in any way (including in promotional material) without our prior written consent, or misrepresent or embellish the relationship between us in any way.

8. Limited License

Subject to the terms of this Login with Amazon Agreement and solely in connection with your use of the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) access and use the Program in the manner permitted by this Login with Amazon Agreement; (b) copy, use, and display the Content solely on Your Site and solely as necessary for your access to and use of the Program; and (c) use only those of our trademarks and logos that we may make available to you as part of Content (those Amazon trademarks and logos, collectively, the “Amazon Marks”) solely on Your Site and in accordance with the Trademark Guidelines attached as Exhibit A, which may be updated from time to time in our discretion.

You may not and you may not authorize any other party to do the following to or with the Program or the Content: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use the Program or any Content with any software that is licensed under terms that would require that the Program or any Content be disclosed, licensed, distributed, or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Program and the Content.

9. Reservation of Rights; Suggestions

Other than the limited licenses expressly set forth in Section 8, 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 Login with Amazon Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Content, Program Policies, 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. We also reserve the right to determine and control all aspects (including all functionality) of the Program and the Content as well as the right to re-design, modify and remove any or all aspects of them. We may at any time cease providing the Program at our sole discretion and without notice. If you provide any suggested improvements to the Program (“Suggestions”) to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.

10. Term and Termination

The term of this Login with Amazon Agreement will begin upon your enrolment in the Program and will end when terminated by either you or us. Either you or we may terminate this Login with Amazon Agreement at any time, with or without cause, by giving the other party written notice of termination. We may also suspend this Login with Amazon Agreement at any time for any reason upon notice to you. Upon any termination of this Login with Amazon Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 4, 5, 6, 7, 9, 10, 13, 14, and 16 will survive the termination of this Login with Amazon Agreement. No termination of this Login with Amazon Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Login with Amazon Agreement prior to termination.

11. Modification

We may amend any of the terms and conditions contained in this Login with Amazon Agreement (including any Program Policies) at any time and in our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the Amazon Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LOGIN WITH AMAZON AGREEMENT. YOUR CONTINUED USE OF THE PROGRAM FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

12. Relationship of Parties

You and we are independent contractors, and nothing in this Login with Amazon Agreement 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. You will not disparage us, our affiliates, or any of their or our respective products or services. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Login with Amazon Agreement, you will be deemed to have taken the action yourself.

13. Disclaimers and Limitation of Liability

THE PROGRAM, THE AMAZON SITE, SELLER CENTRAL, PROGRAM POLICIES, CONTENT, AND THE AMAZON MARKS, (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS.” 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 LOGIN WITH AMAZON AGREEMENT OR THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS LOGIN WITH AMAZON AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNTS PAID BY YOU TO AMAZON UNDER THIS LOGIN WITH AMAZON AGREEMENT OVER THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL THE SERVICE OFFERINGS, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Disputes

The laws of the Grand-Duchy of Luxembourg, without regard to principles of conflicts of laws, will govern this Login with Amazon Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the judicial district of Luxembourg City. Notwithstanding anything to the contrary in this Operating Agreement, we 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.

15. Password Security

You are solely responsible for maintaining the security of your password for Seller Central.  You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password.  If your password is compromised, you must change your password.

16. Miscellaneous

You may not assign this Login with Amazon Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Login with Amazon 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 Login with Amazon Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Login with Amazon Agreement.

EXHIBIT A

Trademark Usage Guidelines

These Guidelines apply to your use of the Amazon Marks.  Strict compliance with these Guidelines is required at all times, and any use of the Amazon Marks in violation of these Guidelines will automatically terminate any license related to your use of the Amazon Marks.

1. You may use the Amazon Marks solely for the purpose expressly authorized by Amazon and your use must: (i) comply with the most up-to-date version of all agreement(s) with Amazon regarding your use of any of the Amazon Marks (collectively “Agreements”); (ii) comply with the most up-to-date version of these Guidelines; and (iii) comply with any other terms, conditions, or policies that Amazon may issue from time to time that apply to the use of the Amazon Marks.
2. We will supply an approved Amazon Marks image for you to use. You may not alter the Amazon Marks in any manner, including but not limited to, changing the proportion, colour, or font of the Amazon Marks, or adding or removing any element(s) from the Amazon Marks.
3. You may not use the Amazon Marks in any manner that implies sponsorship or endorsement by Amazon other than by using the Amazon Marks as specifically authorized under the Agreements.
4. You may not use the Amazon Marks to disparage Amazon, its products or services, or in a manner which, in Amazon’s sole discretion, may diminish or otherwise damage or tarnish Amazon’s goodwill in the Amazon Marks.
5. The Amazon Marks must appear by itself, with reasonable spacing between each side of the Amazon Marks and other visual, graphic or textual elements. Under no circumstance should the Amazon Marks be placed on any background which interferes with the readability or display of the Amazon Marks.
6. You must include the following statement in any materials that display the Amazon Marks: “AMAZON and the AMAZON logo are trademarks of Amazon.com, Inc. or its affiliates."
7. You acknowledge that all rights to the Amazon Marks are the exclusive property of Amazon, and all goodwill generated through your use of the Amazon Marks will inure to the benefit of Amazon. You will not take any action that is in conflict with Amazon’s rights in, or ownership of, the Amazon Marks.

Amazon reserves the right, exercisable at its sole discretion, to modify these Guidelines and/or the approved Amazon Marks at any time and to take appropriate action against any use without permission or any use that does not conform to these Guidelines.