Amazon Corporate Gift Card Purchase & Distribution Terms

Last Updated: May 2, 2019

Français Deutsch Italiano 日本語 Español

These terms and conditions govern the purchase, distribution, and/or facilitation of the distribution of Gift Cards and Claim Codes and form an agreement between you and Amazon (this "Agreement"). Additional policies also apply to the purchase, distribution, and facilitation of the distribution of Gift Cards and Claim Codes and related activities (the "Policies"). When you accept this Agreement, including by clicking "Complete Registration"or placing an Order, you agree to be bound by this Agreement and the Policies.

As used in this Agreement, "we," "us," "our," and "Amazon" means the applicable Amazon Contracting Party and any of its applicable Affiliates (including any Affiliates that may be used to execute fulfillment services as applicable), and "you," "your," and "Company" means you or the business you represent and any of its Affiliates. You and Amazon are referred to collectively as the "Parties" and individually as a "Party."

The terms and conditions of this Agreement that vary from those applicable in the United States of America are given at the end of this Agreement:

Australia

Canada

France

Germany

Italy

Japan

Mexico

Spain

United Kingdom

1. Term, Termination, and Suspension.

The term of this Agreement begins when you accept it (by clicking "Complete Registration," placing any Order, or otherwise), and continues until either Party provides at least 30 days' notice of termination (the "Term"). We may terminate or suspend this Agreement and/or your ability to purchase, distribute and/or facilitate the distribution of Gift Cards and Claim Codes at any time with or without cause upon 30 days' notice. Additionally, we may terminate or suspend the Agreement immediately if we believe (a) that you have materially breached any terms of this Agreement, (b) that you or any of your Client's Gift Card program(s), or any Gift Cards or Claim Codes distributed through such a program, are being, have been, or may be used for fraudulent, illegal, or unauthorized activities or have otherwise suffered a Security Incident, or (c) that the distribution of Gift Cards or Claim Codes would violate Applicable Law or present a risk to the brand, reputation, or goodwill of Amazon or its Affiliates.

2. Effect of Termination.

Upon termination of the Agreement, you will immediately cease all distribution of Gift Cards and Claim Codes. To the extent you have remaining inventory of Gift Cards or Claim Codes, in the event of a termination by us without cause you may distribute your remaining inventory of Gift Cards or Claim Codes in accordance with the Use Requirements under this Agreement for up to 90 days, or such longer period as permitted by us in our sole discretion (the "Sell-Off Period"). After the later of (a) 10 Business Days after the effective date of termination of the Agreement; or (b) expiration of an applicable Sell-Off Period, all license rights granted to you or your Clients under the Agreement will terminate and you will, and will cause any Clients to, cease all uses of the Amazon Marks in connection with the Agreement.

3. Modifications.

We may modify this Agreement (including any Policies) at our sole discretion by posting a revised version on the Amazon Site. By placing Orders after the effective date of any modified terms, you agree to be bound by the modified terms.

4. Notice.

Notices to you may be provided through email to any email address associated with your account. If you are sending us a legal or contractual notice, you must contact us by overnight courier or registered or certified mail to the mailing address listed for the applicable Amazon Contracting Party in the table below.

5. Limitations on Redemption of Gift Cards.

All Gift Cards are subject to the General Terms. We reserve the right, in our sole discretion, to void or reject any Gift Card or Claim Code for redemption that is suspected to have been obtained or created by fraud, deception, data breach, account compromise, or any other improper or illegal conduct (each, a "Security Incident"). We will have no obligation to redeem or replace any Gift Cards or Claim Codes associated with a Security Incident, nor any other obligation or liability with respect to any such Gift Cards or Claim Codes, including no obligation to monitor or investigate any such Gift Cards or Claim Codes. We are not required to give you any information regarding the use or redemption of any Gift Card or Claim Code or any other customer information in connection with a Security Incident or otherwise.

6. Information Security.

You will maintain (and require that your Clients, if any, maintain) administrative and technical safeguards and other security measures consistent with current industry best practices to protect the security and confidentiality of Gift Cards, Claim Codes, associated serial numbers, your Amazon Site account credentials, any API access credentials, and any other information that you receive or use under this Agreement from threats or hazards to its security and integrity, accidental loss, alteration, or disclosure. Additionally, after you distribute any Gift Cards or Claim Codes to your Clients or Recipients, you must securely delete and/or remove the associated Claim Codes from all of your electronic and physical systems. You will inform us immediately if you discover or suspect a Security Incident involving Gift Cards or Claim Codes.

7. No Targeting.

You will not (and will require that your Clients, if any, not) sell, lease, or rent the information that an individual is a Recipient or a Recipient is an intended user of the Amazon Site(s) for any purpose, or use such information for purposes of sales, promotion, or advertisement of any kind to any Recipient. Nothing in this Section will prevent you or any Client from conducting marketing activities based solely on information independently acquired or developed by you or any Client through activities unconnected to the Agreement.

8. No Fees; Redemption Value.

You (and your Clients, if any) will not (a) charge any fees to a Recipient in connection with the use or distribution of Gift Cards or Claim Codes, (b) resell any Gift Card or Claim Code to a Recipient for more than its Redemption Value, or (c) misrepresent the Redemption Value of any Gift Card or Claim Code.

9. Distribution.

(a) You and your Clients, if any, may only offer, sell, distribute, and/or facilitate the distribution of Gift Cards and Claim Codes within the Distribution Channel(s) and use cases specifically authorized by us in writing. Any other sale or distribution of Gift Cards or Claim Codes, whether purposeful, as a result of negligence, or otherwise (e.g., related to a Security Incident) is prohibited.

(b) You will obtain our prior written (including email) approval for each Client, and we may, in our sole discretion, revoke such approval upon 10 days' notice.

(c) If you (or, if applicable, any Clients) distribute Gift Cards to Recipients through an Incentives Program, then you (or such Clients) may only give away Gift Cards and may not sell Gift Cards, unless otherwise permitted by us in writing.

(d) If your authorized Distribution Channel includes Clients, you are responsible for enforcing all restrictions and guidelines related to any Client's purchase, distribution, or use of Gift Cards and Claim Codes as set forth in the Agreement. You will maintain an effective and binding Client Agreement with each Client which requires, at a minimum, that each Client comply with the Use Requirements, and Sections 6 (Information Security), 7 (No Targeting), 9 (Distribution), 12 (Information), and 14 (License) of this Agreement.

(e) You will not (and will require that any Client does not) use the Amazon brand to disparage Amazon, our products or services, or our partners in any manner which we believe, in our sole discretion, may diminish or otherwise damage or tarnish our goodwill.

(f) You acknowledge that we do not provide legal or compliance advice and that you (and if applicable, any Client) are responsible for making your own assessment of your legal and regulatory requirements and whether your proposed distribution or use of the Gift Cards or Claim Codes meets those requirements. Any assistance provided by us to you or any Client does not limit your responsibilities or obligations under this Agreement.

(g)If the Territory is the United States of America, you will comply with the FinCEN Prepaid Access Rule for sales to consumers (i.e. not business-to-business sales), either: (x) by adopting policies and procedures reasonably adapted to prevent the sale or other distribution of more than $10,000 of prepaid access to any one Recipient during any one calendar day, or (y) by collecting, verifying, and maintaining Recipients identification information and complying with other suspicious activity monitoring, reporting, and recordkeeping requirements where necessary as required by Applicable Law.

10. No Self-Use.

You will not (and will require than any Client does not) claim any Claim Codes to your (or any Client's) own account to procure goods or services from the Amazon Sites.

11. Amazon Sites Associates Program.

If you (or any Client) is a participant in the Amazon Sites Associates Program, then you (or such Client) may not purchase, redeem, suggest, or direct any Clients or Recipients to use or redeem Gift Cards or Claim Codes through that program.

12. Information.

For a period of 2 years following any Order, we may request, and you will provide within 10 Business Days, details related to payments, Orders, Use Cases, Placements, Recipients, Clients, Client Agreements, or security practices as necessary to verify your compliance with the Agreement or Client's compliance with the Agreement. You will not be required to provide any Recipient's personally identifiable information and you may reasonably redact pricing provisions of Client Agreements.

13. Brand Use Compliance; Marketing.

You and your Clients, if any, must adhere to the Brand Use Requirements and obtain our prior written consent (including via the online portal or electronic mail provided by Amazon) before the display or other use of (i) any Amazon Marks and (ii) all promotional or other materials created in connection with your or your Client's advertising of Gift Cards (including, but not limited to, in-store signage, in-store electronic media, advertising in coupon books, advertising in newspapers or circulars, advertising on the radio or through other media determined by such Party to be appropriate) (collectively, "Placements"). You will be fully responsible for the acts and omissions of any Clients (including each Client's respective employees and agents) with respect to marketing and promotion of the Gift Cards.

14. License.

We grant to you a fully paid-up, non-exclusive, non-transferable, non-sublicensable (except as set forth in this paragraph), revocable, non-assignable right and limited license during the Term to reproduce and display the Amazon Marks in Placements that comply with the Brand Use Requirements. If authorized by us, you may sublicense your right to Clients to use the Amazon Marks in Placements only to the extent such Placements comply with the Brand Use Requirements. Except as expressly provided in the Agreement, you may not use any Amazon Marks, and we are not granting you a license to use, reproduce, perform, display, or distribute any Intellectual Property of ours or any of our Affiliates. We reserve all right, title, and interest in and to the Amazon Materials and any of our, or our Affiliates', other Intellectual Property. All goodwill arising out of your use, or any Client's limited use, of the Amazon Marks will inure to the sole benefit of us, our Affiliates, and our licensors. We may revoke the foregoing license or modify any prior authorization for the use of Amazon Materials from time to time in our sole discretion. You will and will cause any Client to (a) conform its electronic or online use, display, and distribution of the Amazon Materials within 3 Business Days of notice from us, and (b) update any pre-printed or physical materials containing the Amazon Materials within 30 days of notice from us, or in either case within such earlier time as may be required by Applicable Law.

15. Orders and Amazon’s Acceptance of Orders.

You may make offers to purchase, activate, or facilitate the sale of Gift Cards and Claim Codes via the Ordering Portal or any other approved electronic, telephonic, or physical communication or message (each, an "Order"). You are fully liable for any Order placed using your account. We may accept Orders in accordance with the terms of this Agreement, or reject Orders for any of the reasons listed in Section 1 or in any Policies.

16. Delivery; Risk of Loss.

Upon acceptance of an Order, we will deliver the applicable Claim Codes (or, in the case of physical Gift Cards, the Gift Cards) to you, your Client, or your designated Recipient(s) via the agreed delivery method. Unless otherwise agreed in writing, upon (a) our delivery to the carrier of physical Gift Cards, or (b) the initiation of our electronic transmission of Claim Codes, whichever is applicable, all risk of loss and title for the Gift Card or Claim Codes will pass to you or your designated recipient, as applicable. We will have no liability, obligation, or responsibility for claims or losses thereafter, including, without limitation, that we have no responsibility to reissue or replace Gift Cards or Claim Codes that are lost, stolen, misappropriated, or cancelled as a result of any Security Incident or otherwise.

17. Payment.

Unless otherwise permitted by us, you must prepay an amount equal to the aggregate Purchase Price of the Gift Cards and Claim Codes in each Order. You may establish a prepaid credit (a "Credit") with us, from which we will deduct the amount of each subsequent Order we accept. For the avoidance of doubt, we will have no obligation to fulfill any Orders that would cause you to exceed your Credit. Gift Cards and Claim Codes are non-returnable and non-refundable.

18. Offset.

We may offset any amounts owed to us under the Agreement from any Credit or payments by you to us under the Agreement. We may also take offsets for any potential claims or losses related to or arising from your breach of the Agreement or any Security Incident.

19. Special Pricing Program.

From time to time, we may offer special pricing programs for Orders (each, a "Special Pricing Program"). Where you and we have agreed to a Special Pricing Program, it forms part of this Agreement during its term. You must comply with any additional terms and conditions for the Special Pricing Program as described in the offer terms for the Special Pricing Program and agreed by you and us. In the event that you breach this Agreement or the terms of any Special Pricing Program, we reserve the right to require you to repay all Special Pricing Program Fees received by you during the term of the Special Pricing Program. We reserve the right to offset such repayment obligation against any Credit. You will make repayment under this Section by wire transfer of immediately available funds to an account of our designation within 30 days of our demand. You will not disclose the terms of any Special Pricing Program to any third party except your Affiliates as reasonably necessary to implement the Agreement.

20. Taxes.

Each Party will be responsible for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party with respect to the transactions and payments under the Agreement. Company will provide Amazon with valid VAT invoices, where applicable. All payments made by you to us under the Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under the Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Agreement.

21. Disclaimers.

Except as expressly provided in the Agreement, neither Party nor any of its Affiliates makes any representations or warranties in relation to the Agreement, the services provided under the Agreement or its performance under the Agreement, including (without limitation) implied warranties of merchantability, non-infringement, fitness for a particular purpose, or implied warranties arising out of course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing, neither Amazon nor any of its Affiliates makes any representations or warranties that: (a) its or its Affiliates' network or services (i) will always be error-free, accurate, or free of harmful components, or (ii) will be accessible without interruption; or (b) any content, including your content, will be secure or not otherwise lost or damaged.

22. Limitations and Reservations.

Each Party's entire liability arising out of or in connection with the Agreement (whether claims are asserted under contract, tort, statute, equity or otherwise) will not exceed $50,000 (or the equivalent in local currency), and neither Party nor its Affiliates will be liable to the other for indirect, incidental, special, consequential, punitive, or exemplary damages arising out of the Agreement; provided, however, that the foregoing limitations do not apply to (a) your obligation to pay amounts accrued or payable to us under the Agreement, (b) Losses against which a Party is entitled to indemnification pursuant to Section 23 (Indemnification), (c) liabilities arising out of or relating to any breach of the security requirements or a Security Incident as set forth in Sections 5 and 6; or (d) liabilities arising out of or relating to any breach of Section 7 (No Targeting), Section 14 (License), any of the Use Requirements or Policies. Except with respect to your payment obligations for Gift Cards and Claim Codes, our obligation to deliver Gift Cards and Claim Codes for which you have paid (subject to the other requirements of this Agreement), and Losses against which we are entitled to indemnification pursuant to Section 23 (Indemnification), in no event will either Party's liability arising out of or in connection with the Agreement exceed $5 million (or the equivalent in local currency).

23. Indemnification.

(a) You will defend, indemnify, and hold harmless Amazon, Amazon's Affiliates, and each of their respective employees, directors, officers, shareholders, contractors, and representatives ("Amazon Indemnified Parties") against any third-party Claim and indemnify each Amazon Indemnified Party from and against any and all Losses arising out of any such third-party Claim to the extent any such third-party Claim or Loss arises from or is related to (i) any use, distribution, or sale of Gift Cards or Claim Codes by you or any Client or your respective employees, directors, officers, shareholders, contractors, representatives, or agents, and all associated marketing and promotional activities undertaken by you or any Client, or any Security Incident in relation to any Gift Cards or Claim Codes delivered to you under this Agreement, (ii) any violation, misappropriation, or infringement by you or any Client of the Intellectual Property of any third party, (iii) any deceptive, fraudulent, or unauthorized activity or violations of Applicable Law (including the Federal CAN-SPAM Act) by you or any Client or your respective employees, directors, officers, shareholders, contractors, representatives, or agents in connection with the performance of the Agreement, (iv) any violation of the Policies, or (v) any taxes that you are legally obligated to pay in any jurisdiction.

(b) We will defend, indemnify and hold harmless you, your Affiliates, and each of your respective employees, directors, officers, shareholders, contractors, and representatives (each, a "Company Indemnified Party" and together with the Amazon Indemnified Parties, the "Indemnified Parties") against any third-party Claim and indemnify each Company Indemnified Party from and against any and all Losses arising out of any such third-party Claim to the extent any such third-party Claim or Loss is based on or related to your use of the Amazon Marks in compliance with this Agreement that violates, misappropriates, or infringes the Intellectual Property of any third party.

24. Indemnification Procedure.

The Indemnified Party will promptly notify the Party from whom indemnification is sought (the "Indemnifying Party") of any Claim subject to Section 23 (Indemnification), but the Indemnified Party's failure to promptly notify the Indemnifying Party will only affect Indemnifying Party's obligations under such Section to the extent that the Indemnified Party's failure prejudices the Indemnifying Party's ability to defend the Claim. The Indemnifying Party may (a) use counsel of the Indemnifying Party's own choosing (subject to the Indemnified Party's written consent, which will not be unreasonably withheld) to defend against any Claim, and (b) settle the Claim, provided that the Indemnifying Party obtains the Indemnified Party's prior written consent before entering into any settlement. The Indemnified Party (at its cost) may participate in the defense and settlement of the Claim at any time; provided that it may not settle the Claim without the Indemnifying Party's prior written consent.

25. Governing Law; Venue.

The Agreement will be governed by the laws of the State of Washington, without reference to its conflicts of law rules. Any dispute or claim arising from or relating to the Agreement is subject to the binding arbitration, governing law, disclaimer of warranties, and limitation of liability and all other terms in the Conditions of Use. You agree to those terms by entering into the Agreement, submitting Orders for Gift Cards or Claim Codes or using any services that we make available to you in connection with the purchase and distribution of Gift Cards or Claim Codes. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.

26. Representations.

(a) You represent and warrant to us that: (i) if you are a business, you are duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction in which you are registered; (ii) you have all requisite right, power, and authority, including any necessary consent, to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (iii) any information provided or made available by you or your Affiliates to us or our Affiliates is at all times accurate and complete and will not violate, misappropriate, or infringe any intellectual property right (including but not limited to trademark rights, copyrights, moral rights and publicity rights) of any third party; and (iv) you and all of your subcontractors, agents, and suppliers will comply with all Applicable Laws in the performance of your obligations and exercise of your rights under this Agreement.

(b) 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. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any Gift Cards or Claim Codes to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

27. Relationship of the Parties.

Unless we have specifically agreed with you to use the Agency Model of distribution, you are purchasing Gift Cards and Claim Codes from the applicable Amazon Contracting Party. You are an independent contractor to us and will have no right, authority, or power to create any obligation or responsibility, express or implied, on behalf of or in the name of Amazon. The Agreement does not create any relationship between you and us such as partnership, joint venture, or employer and employee. You are solely responsible for the employment, direction, and control of your employees and agents.

28. Assignment.

Neither party may assign this Agreement without the prior written consent of the other party, except that we may assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction.

29. No Third-Party Beneficiaries.

The Agreement is only for the benefit of, and will be enforceable only by, you, us, and our Affiliates. Except as expressly provided in the Agreement, (a) the Agreement is not intended to confer any right or benefit on any third party (including any Affiliate, employee, director, officer, shareholder, contractor, representative, or agent of Company, Client, or Recipient); and (b) no action may be commenced or prosecuted against a Party by any third party claiming as a third-party beneficiary of the Agreement or any of the transactions contemplated by the Agreement.

30. Confidentiality.

(a) You and your Clients, if any, will protect and keep confidential the existence of any non-public information and/or materials provided or made available to you (including Claim Codes, and all information relating to our technology, the Specifications, customers, business plans, marketing activities, and finances) and will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling your obligations under this Agreement.

(b) You and your Clients, if any, will not issue any press release or make any other public communication regarding the Agreement without our written consent.

31. Entire Agreement.

The Agreement incorporates the Policies by reference and represents the entire agreement between the Parties with respect to its subject matter and supersedes any previous or contemporaneous oral or written agreements regarding the purchase and sale, distribution, or facilitation of the distribution of Claim Codes and Gift Cards within the applicable Distribution Channel(s) and use cases. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement). In the event that any term, condition, or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, purchase order, supplier form, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete is inconsistent with the terms of this Agreement, the terms of this Agreement will control.

32. No Waiver.

The failure by either Party to enforce any provision of the Agreement or to exercise any rights or remedies under the Agreement will not constitute a waiver of that provision nor limit such Party's right to enforce that provision or exercise those rights at a later time. The remedies specified in the Agreement are cumulative and are in addition to any other remedies that may be available under Applicable Law.

33. Survival.

Together with your payment obligations under this Agreement, upon any termination of the Agreement, the following Sections will survive: Section 2 (Effect of Termination), 9 (Distribution), and 14 (License) (only for any Sell-Off Period permitted under Section 2); Sections 5 (Limitations on Redemption of Gift Cards), 6 (Information Security), 8 (No Fees; Redemption Value), 10 (No Self Use) and 11 (Amazon Sites Associates Program) (only for the period of time during which you hold Gift Cards or Claim Codes purchased under this Agreement, except that the Gift Cards will remain subject to the General Terms); Section 7 (No Targeting) (only for so long as you retain Recipient information); Section 12 (Information) (only for the 2-year period set forth in that section); and Sections 18 (Offset), 21 (Disclaimers), 22 (Limitations and Reservations), 23 (Indemnification), 24 (Indemnification Procedure), 25 (Governing Law; Venue) (only for the period of time during which a Claim may be made in relation to this Agreement), and 30 (Confidentiality).

34. Severability.

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Definitions

Except as specified otherwise, the following terms have the following meanings.

"Additional Commission" if provided in a Special Pricing Program means a fee that we will pay you in respect of your distribution activities under this Agreement at the end of the Special Pricing Program term upon you meeting certain specified criteria. Additional Commission will be equal to the Additional Commission Rate multiplied by the aggregate Redemption Value of the Gift Cards and Claim Codes distributed. If we terminate the Agreement without cause during the term of the Special Pricing Program, any Additional Commission fully earned as of the effective date of such termination will be payable by us within 60 days of such termination.

"Additional Commission Rate" if provided in a Special Pricing Program means the percentage set out in the Special Pricing Program and used to calculate the Additional Commission.

"Additional Discount" if provided in a Special Pricing Program means a Credit paid by us at the end of the Special Pricing Program term upon you meeting certain specified criteria. If we terminate the Agreement without cause during the term of the Special Pricing Program, any Additional Discount fully earned as of the effective date of such termination will be payable by us within 60 days of such termination.

"Additional Service Fee" if provided in a Special Pricing Program means a Credit paid by us at the end of the Special Pricing Program term upon you meeting certain specified criteria. If we terminate the Agreement without cause during the term of the Special Pricing Program, any Additional Service Fee fully earned as of the effective date of such termination will be payable by us within 60 days of such termination.

"Affiliate" means with respect to any person or entity (including either Party), any other person or entity that directly or indirectly controls, is controlled by or is under common control with that person or entity.

"Agency Model" means that you are acting as an agent of Amazon for the limited purpose of facilitating the sale of Gift Cards or Claim Codes by Amazon to Clients or Recipients, as the case may be. In consideration for your services, you will earn a Commission and any reference to Discount in the Agreement shall be deemed to mean Commission.

"Amazon Balance" means a Recipient's Amazon Site Gift Card balance.

"Amazon Contracting Party" means the party identified in the table below based on the Gift Card type.

"Amazon Marks" means any Amazon Site trademark, logo and related tagline, as described in the Brand Use Requirements, as well as any other mark or logo of Amazon or any of its Affiliates that we provide to you in writing or in the Brand Use Resource Center.

"Amazon Materials" means the General Terms, the Amazon Marks, and all other user manuals, training materials, product descriptions, specifications, brochures, technical manuals, policies, requirements documents, supporting materials, and other information provided or made available by us or our Affiliates to you, regardless of format.

"Amazon Site(s)" means that website listed in the table below based on Gift Card type, and certain other websites owned and operated by us or our Affiliates, as we may specify from time to time, including any successors or replacements thereto.

"Applicable Law" means all applicable laws, statutes, ordinances, rules, regulations, orders or determinations of any federal, state, provincial, or local governmental authority.

"Brand Use Requirements" means all requirements and guidelines for promotion of Gift Cards and the use of the Amazon Marks and brand including those set forth at the Brand Use Resource Center, as may be modified by us from time to time in our sole discretion.

"Brand Use Resource Center" is identified in the table below based on Gift Card type.

"Business Day" means any day except Saturday, Sunday, or a day on which banks in the Territory are generally closed.

"Claim" means any claim, action, audit, investigation, inquiry or other proceeding, which includes, for clarity, a claim by a Recipient for Gift Card or Claim Code value.

"Claim Code" means the unique identifier issued by us for incorporation into a Gift Card that may be redeemed for the denominated value via the Amazon Site(s) or certain affiliated properties subject to the General Terms.

"Client(s)" means (a) a client or customer of yours that purchases Gift Cards or Claim Codes from you for distribution (or on whose behalf you distribute Gift Cards or Claim Codes) to Recipients as part of an Incentives Program, or (b) the operator of one or more websites, applications, or physical locations that participates in the sale of Gift Cards to Recipients, including by facilitating the sale of Gift Cards or Claim Codes by Amazon to Recipients.

"Client Agreement" means each agreement between you and your Clients under which (a) you resell Gift Cards or Claim Codes to the Client, or (b) you and the Client facilitate the sale of Gift Cards or Claim Codes by us to Recipients.

"Commission" if provided in a Special Pricing Program refers to the means of calculating the service charge that we will pay you in respect of your distribution activities under this Agreement equal to the Commission Rate multipled by the aggregate Redemption Value of the Gift Cards and Claim Codes distributed.

"Commission Rate" if provided in a Special Pricing Program means the percentage set out in the Special Pricing Program and used to calculate the Commission.

"Conditions of Use" means the Amazon.com Conditions of Use or the Conditions of Use for the applicable Amazon Site.

"Discount" if provided in a Special Pricing Program means a percentage reduction in the Purchase Price from the Redemption Value of purchased Gift Cards and Claim Codes.

"Distribution Channel(s)" means solely the distribution channels authorized in writing by us for you and your Clients to sell, distribute, and/or facilitate the distribution of Gift Cards and Claim Codes.

"General Terms" are identified in the table below based on the Gift Card type.

"Gift Card" means an electronic or physical medium containing a Claim Code that may be (a) applied directly to a Recipient's Amazon Balance by us, or (b) redeemed by a Recipient via the Amazon Site or certain affiliated properties.

"Incentives Program" means an employee or customer incentive, loyalty, rewards, recognition, disbursement, or gifting program.

"Intellectual Property" means any patent, copyright, trademark, trade dress, trade name or trade secret right and any other intellectual property or proprietary right.

"Losses" means any claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim.

"Minimum Purchase Requirement" if provided in a Special Pricing Program means an obligation by you to purchase a minimum amount of Claim Codes during the term of the Special Pricing Program. As noted in paragraph (a) above, if you fail to achieve the Minimum Purchase Requirement, you will be required to repay any Special Pricing Program Fees you received during the term of the Special Pricing Program, unless such failure is attributable to our termination of the Agreement without cause.

"Ordering Portal" means the website designated by us for placing Orders, as we may modify from time to time in our sole discretion.

"Purchase Price" means the price paid by you for each Gift Card and Claim Code. Unless otherwise noted, the Purchase Price of a Gift Card or Claim Code is equal to its Redemption Value.

"Recipient" means an individual (other than a Client) who is designated by you or a Client as a recipient of a Gift Card.

"Redemption Value" means the denominated value for which a Gift Card or Claim Code may be redeemed.

"Service Fee" if provided in a Special Pricing Program means a fee that we will pay you in respect of your distribution activities under this Agreement equal to the Service Fee Percentage multiplied by the aggregate Redemption Value of the Gift Cards and Claim Codes distributed.

"Service Fee Percentage" if provided in a Special Pricing Program means the percentage set out in the Special Pricing Program plus applicable VAT and used to calculate the Service Fee.

"Special Pricing Program Fees" means any applicable Discount, Additional Discount, Commission, Additional Commission, Service Fee, or Additional Service Fee.

"Territory" means the United States of America including its territories and possessions.

"Use Requirements" means, collectively, Sections 5 (Redemption of Gift Cards), 8 (No Fees; Redemption Value), 9 (Distribution), 10 (No Self-Use) and 11 (Amazon Sites Associates Program).

Gift Cards Amazon Contracting Party Notice Address Amazon Site General Terms Brand Use Resource Center
Amazon.com.au Gift Cards Amazon Commercial Services Pty Ltd. Level 37, 2 Park Street, Sydney NSW 2000 Australia; Attn: Gift Cards; with a copy to ACI Gift Cards LLC, 410 Terry Avenue North, Seattle, WA 98109, Attn: Gift Card Counsel www.amazon.com.au www.amazon.com.au/gc-legal www.amazon.com.au/corpgcbrand
Amazon.ca Gift Cards Amazon.com.ca, Inc. 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: Gift Card Counsel; facsimile (206) 266-7010; with a copy to: Amazon.com, Inc., 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: General Counsel; facsimile (206) 266-7010 www.amazon.ca www.amazon.ca/gc-legal www.amazon.ca/corpgcbrand
Amazon.de Gift Cards Amazon EU S.à r.l. 38 avenue J.F. Kennedy, L-1855, Luxembourg, Attn: Gift Card Counsel; facsimile 00352 2789 0057 www.amazon.de www.amazon.de/gc-legal www.amazon.de/corpgcbrand
Amazon.it Gift Cards Amazon EU S.à r.l. 38 avenue J.F. Kennedy, L-1855, Luxembourg, Attn: Gift Card Counsel; facsimile 00352 2789 0057 www.amazon.it www.amazon.it/gc-legal www.amazon.it/corpgcbrand
Amazon.fr Gift Cards Amazon EU S.à r.l. 38 avenue J.F. Kennedy, L-1855, Luxembourg, Attn: Gift Card Counsel; facsimile 00352 2789 0057 www.amazon.fr www.amazon.fr/gc-legal www.amazon.fr/corpgcbrand
Amazon.jp Gift Cards Amazon Gift Cards Japan K.K. 1-8-1 Shimomeguro, Meguro-ku, Tokyo, Japan, 153-0064, Attn: Gift Card Counsel; facsimile +813 6367 6483 www.amazon.co.jp www.amazon.co.jp/giftcard/tc www.amazon.co.jp/giftcard/corp/tm/
Amazon.es Gift Cards Amazon EU S.à r.l. 38 avenue J.F. Kennedy, L-1855, Luxembourg, Attn: Gift Card Counsel; facsimile 00352 2789 0057 www.amazon.es www.amazon.es/gc-legal www.amazon.es/corpgcbrand
Amazon.co.uk Gift Cards Amazon EU S.à r.l. 38 avenue J.F. Kennedy, L-1855, Luxembourg, Attn: Gift Card Counsel; facsimile 00352 2789 0057 www.amazon.co.uk www.amazon.co.uk/gc-legal www.amazon.co.uk/corpgcbrand
Amazon.com.mx Gift Cards Servicios Comerciales Amazon México, S. de R.L. de C.V. Juan Salvador Agraz #73, Piso 5, Colonia Lomas de Santa Fe, Cuajimalpa, Ciudad de México C.P. 05348. Attn: Legal Department www.amazon.com.mx www.amazon.com.mx/terminos_tr ---
Amazon.com Gift Cards ACI Gift Cards LLC 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: Gift Card Counsel; facsimile (206) 266-7010; with a copy to: Amazon.com, Inc., 410 Terry Avenue North, Seattle, WA, 98109-5210, Attn: General Counsel; facsimile (206) 266-7010 www.amazon.com www.amazon.com/gc-legal www.amazon.com/corpgcbrand

Territorial Variations

Australia

With respect to Amazon.com.au Gift Cards and Claim Codes, the Agreement is modified as follows:

AU-1. Definitions.

Certain definitions are added or modified in their entirety (as the case may be):

"Applicable Law" means all applicable laws, statutes, ordinances, rules, regulations, orders or determinations of any federal, state, provincial or local government authority and applicable instruments of relief issued, and regulatory guides published, by the Australian Securities and Investments Commission including, without limitation, ASIC Corporations (Non-cash Payment Facilities) Instrument 2016/211.

"Brand Use Requirements" means all requirements and guidelines for promotion of Gift Cards and the use of the Amazon Marks and brand including those set forth at the Brand Use Resource Center and the requirement that in Australia the Gift Cards be promoted or marketing solely as a gift product, as may be modified by Amazon from time to time in its sole discretion.

"Territory" means the Commonwealth of Australia.

AU-2. Marketing.

You will (and will require your Clients, if any, to) market and promote Gift Cards solely as a gift product and not for any other purpose including, without limitation, for self-use.

AU-3. Taxes.

Section 20 (Taxes) is modified to read in its entirety as follows:

Unless otherwise expressly stated in the Agreement, all monetary consideration to be provided under or in accordance with this Agreement is exclusive of GST. If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply, subject to the recipient of the supply receiving a valid tax invoice in respect of the supply (or issuing a recipient created tax invoice as agreed in writing with the supplier) at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with the Agreement. "GST" refers to goods and services tax under A New Tax System (Goods and Services) Act 1999 ("GST Act") and the terms used have the meanings defined in the GST Act.

All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, GST, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes ("Taxes"). You will provide such information to us as reasonably required to determine whether we are obligated to collect Taxes from you. We will not collect, and you will not pay, any such Tax or duty for which you furnish us a properly completed exemption certificate or a direct payment permit certificate or for which we may claim an available exemption from Tax.

AU-4. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of AUD$50,000 and AUD$5,000,000, respectively.

AU-5. Indemnification

In Section 23 (Indemnification), insert the words ", the Spam Act 2003 (Cth) or Privacy Act 1988 (Cth)" following the words "Federal CAN-SPAM Act".

AU-6. Additional Representations

During the term of this Agreement you and all of your Clients, subcontractors, agents, employees and suppliers will only market or promote the Gift Cards solely as a gift product and not for any other purpose.

AU-7. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. The laws of New South Wales govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of New South Wales. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its affiliates' or any third party's intellectual property or other proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to this Agreement. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial."

Canada

With respect to Amazon.ca Gift Cards and Claim Codes, the Agreement is modified as follows:

CA-1. Definitions.

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means Canada.

CA-2. Prohibition on Spam.

For each Recipient located in Canada, you must, in accordance with Canada's Anti-Spam Legislation, SC 2010, c 23 and the regulations made pursuant thereto, (a) have obtained and documented any required express or implied consent of the Recipient to send each Email Message, (b) maintain records to prove such consent was not withdrawn by the Recipient more than 10 calendar days prior to the sending of the Email Message, and (c) provide such records to Amazon upon demand.

CA-3. Language.

The Parties have expressly required that this Agreement and all other documents and notices relating to this Agreement be drafted in the English language. Les Parties ont expressément exigé que la présente convention et tous les autres documents ou avis qui y sont afférents soient rédigés dans la langue anglaise.

France

With respect to Amazon.fr Gift Cards and Claim Codes, the Agreement is modified as follows:

FR-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means France, Luxembourg and Belgium.

FR-2. Discount

Any percentage Discount (including any Additional Discount) granted by us to you as part of a Special Pricing Program is expressed as a weighted average of the individual percentage discounts that we may assign, in its sole discretion, to the denominated value of a purchased Gift Card or Claim Code when it is used towards the purchase of goods and services.

FR-3. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of €50,000 and €5,000,000, respectively.

FR-4. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

Germany

With respect to Amazon.de Gift Cards and Claim Codes, the Agreement is modified as follows:

DE-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means Germany, Austria, the Netherlands, Luxembourg and Poland.

DE-2. Service Fees

Any Service Fee (including any Additional Service Fee) granted by us to you as part of a Special Pricing Program is expressed as a weighted average of the individual percentage Service Fee that we may assign, in our sole discretion, to the denominated value of a purchased Gift Card or Claim Code when it is used towards the purchase of goods and services.

DE-3. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of €50,000 and €5,000,000, respectively.

DE-4. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

Italy

With respect to Amazon.it Gift Cards and Claim Codes, the Agreement is modified as follows:

IT-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means Italy.

IT-2. Service Fee

Any Service Fee (including any Additional Service Fee) granted by us to you as part of a Special Pricing Program is expressed as a weighted average of the individual percentage Service Fees that we may assign, in our sole discretion, to the denominated value of a purchased Gift Card or Claim Code when it is used towards the purchase of goods and services.

IT-3. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of €50,000 and €5,000,000, respectively.

IT-4. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

Japan

With respect to Amazon.co.jp Gift Cards and Claim Codes, the Agreement is modified as follows:

JP-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means Japan.

JP-2. Special Pricing Program Fees. Any Special Pricing Program Fee granted by us to you includes the amount of consumption tax to be paid at the time of purchase of the Gift Card or Claim Code.

JP-3. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of JPY5,000,000 and JPY500,000,000, respectively.

JP-4. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of Japan, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction of the Tokyo District Court and Tokyo Summary Court with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

JP-5. Additional Representations

Each Party represents and warrants to the other Party as of the effective date of the Agreement and as of the effective date of any applicable Special Pricing Program that it does not fall under, and covenants that it will not fall under, any of the following (collectively, the "Anti-Social Forces"):

  • (a) An organized crime group (bouryokudan)
  • (b) A member of an organized crime group (bouryokudan-in)
  • (c) A quasi member of an organized crime group (bouryokudan jun kouseiin)
  • (d) An affiliate company of an organized crime group (bouryokudan kankei kigyo)
  • (e) A corporate extortionist (sokaiya), etc., racketeering group disguised as social or public campaign (shakai undou hyoubou goro) or crime group specialized in intellectual crimes (tokushu chinou bouryoku shudan), etc.
  • (f) A person or group similar to any of the foregoing.

If either Party falls within any Anti-Social Forces or makes false representations in breach of any of (a) through (f) above, the other Party may terminate this Agreement immediately upon written notice to the breaching Party. In this case, the terminating Party will not be liable to the breaching Party for compensation of any damage arising out of such termination and if this Agreement is terminated by Amazon pursuant to the foregoing, Company shall be deemed to have abandoned the right to request for the return of the Credit held by Amazon.

Mexico

With respect to Amazon.com.mx Gift Cards and Claim Codes, the Agreement is modified as follows:

MX-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means United Mexican States.

MX-2. Anti-Money Laundering

You will not (and, if applicable, will require that any Client does not) distribute in the same transaction and to the same Client or Recipient Gift Cards and Claim Codes with an aggregate Redemption Value equal to or greater than the limits provided in the Anti-Money Laundering Law (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), or any successor laws, that could trigger the obligation to identify the customer and report such transaction to the applicable authorities.

MX-3. Taxes

The following is added to Section 20 (Taxes):

"Each Party agrees that the price of the Gift Cards and Claim Codes is outside of the scope of Value Added Tax (VAT) and excise tax, as it does not represent a sale of goods and it is only a deposit in exchange of an electronic code that can be later on redeemed to, until that moment, effectively acquire goods listed on Amazon.com.mx, either sold by Amazon or third party sellers. Accordingly, no VAT or excise tax will be shown on the invoice for consideration for any Gift Cards or Claim Codes. You may have VAT obligations on the onward sale of any Gift Cards or Claim Codes, for which you will retain responsibility. In all cases, we reserve the right to apply VAT or other taxes which may apply if this becomes appropriate or mandatory. In the event that fees or costs associated with purchasing any Gift Cards or Claim Codes become subject to VAT anytime during the Term, we will duly show any such VAT on the invoice.

MX-4. Limitations and Reservations

In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of MXN$900,000 and MXN$90,000,000, respectively.

MX-5. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of Mexico City, Mexico, without reference to its conflicts of law rules. Any dispute or claim arising from or relating to the Agreement will be resolved by arbitration in accordance with the then-applicable ICC Rules of Arbitration, and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in Mexico City, Mexico. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the Parties. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

MX-6. Gift Card Distribution Model.

Unless we have otherwise specifically agreed with you in writing, all Gift Cards and Claim Codes will be distributed under the Agency Model.

Spain

With respect to Amazon.es Gift Cards and Claim Codes, the Agreement is modified as follows:

ES-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means Spain.

ES-2. Discount

Any percentage Discount (including any Additional Discount) granted by us to you as part of a Special Pricing Program is expressed as a weighted average of the individual percentage discounts that we may assign, in its sole discretion, to the denominated value of a purchased Gift Card or Claim Code when it is used towards the purchase of goods and services.

ES-3. Limitations and Reservations In Section 22 (Limitations and Reservations), the limits of $50,000 and $5,000,000 are replaced with limits of €50,000 and €5,000,000, respectively.

ES-4. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

United Kingdom

With respect to Amazon.co.uk Gift Cards and Claim Codes, the Agreement is modified as follows:

UK-1. Definitions

Certain definitions are added or modified in their entirety (as the case may be):

"Territory" means the United Kingdom and the Republic of Ireland.

UK-2. Limitations and Reservations

In Section 22 (Limitations and Reservation), the limits of $50,000 and $5,000,000 are replaced with limits of £50,000 and £4,000,000, respectively.

UK-3. Governing Law; Venue

Section 25 (Governing Law; Venue) is modified to read in its entirety as follows:

"25. Governing Law; Venue. This Agreement will be governed by the laws of the Grand-Duchy of Luxembourg, without reference to its conflicts of law rules. Each Party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the City of Luxembourg, Luxembourg with respect to any Claim arising in connection with this Agreement. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods."

Was this information helpful?

Thank you for your feedback.

Please select what best describes the information:

Thanks! While we're unable to respond directly to your feedback, we'll use this information to improve our online Help.