Advertiser Audiences and Events Manager Agreement
The version of this Agreement in English is the definitive legal version. Translations into German, French, Italian, Spanish, Dutch, Japanese, Portuguese, and Turkish are available for your ease of reference only.
Last Updated: November 20, 2024
This Advertiser Audiences and Events Manager Agreement (“Agreement”) establishes the terms and conditions governing (i) how you bring your own audiences to Amazon through Hashed Data, a Data Provider, or Events Manager Tools (as defined below) (collectively, “Advertiser Audiences”), as well as (ii) your use of Events Manager Tools for other purposes including facilitating recognition of conversions, measurement, and other events on Advertiser Sites.
This Agreement is an agreement between you and Amazon, and is further to, and deemed a part of your applicable Buying Tool Agreements, which may include (a) the Amazon Advertising Agreement (“Advertising Agreement”), (b) the Amazon DSP Agreement (“ADSP Agreement”), or (c) any other media buying agreement (together with the Advertising Agreement and the ADSP Agreement, the “Buying Tool Agreements”, each, a “Buying Tool Agreement”). This Agreement is hereby incorporated into and made part of the applicable Orders. Words in this Agreement have the meaning given to them in the applicable Buying Tool Agreement unless otherwise defined in this Agreement. In the event of any conflicts between this Agreement and any other agreement, the terms of this Agreement will prevail solely with respect to the subject matter of this Agreement and solely to the extent of the conflict. Advertiser Audiences and Events Manager Tools are included within the definition of (i) Ad Services as the term is defined and used in the Advertising Agreement, and (ii) Amazon DSP as the term is defined and used in the ADSP Agreement.
As used in this Agreement, “you,” “your,” and “Customer” mean the entity registering for and using Advertiser Audiences or Events Manager Tools, on its own behalf as Advertiser or as agent for or otherwise on behalf of an Advertiser. “Us,” “our,” and “Amazon” mean the applicable Amazon Contracting Party and any of its applicable Affiliates. With respect to the Amazon Contracting Parties, each Order is a separate obligation of the Amazon Contracting Party that executes such Order and no other Amazon entity has any obligation under such Order.
BY PARTICIPATING IN THE PROGRAM SET FORTH HEREIN, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS OR OTHER LEGAL ENTITY YOU REPRESENT): (A) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY PROGRAM POLICIES (AS MAY BE MODIFIED FROM TIME TO TIME), THAT APPLY FOR EACH LOCALE FOR WHICH YOU USE ADVERTISER AUDIENCES OR EVENTS MANAGER TOOLS; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS OR ENTITY TO THIS AGREEMENT.
1. Advertiser Audiences brought by Hashed Data.
This Section 1 applies only if you bring or use Advertiser Audiences based on Hashed Data.
(a) Hashed Data. You will provide Amazon with Hashed Data for the limited purpose of matching to Amazon IDs. You will also supply and transmit to Amazon one or more Segment Identifiers associated with the Hashed Data. You will not transmit any data to Amazon that is not Hashed Data. No Segment Identifier or Hashed Data may be based on Prohibited Data.
(b) Hashing Tool. As part of Advertiser Audiences, Amazon may make a hashing tool available for you to use to create Hashed Data (the “Hashing Tool”). If you choose to use the Hashing Tool, you agree that you will (i) only use the Hashing Tool for the purpose of creating Hashed Data to use for Advertiser Audiences and for no other purpose, (ii) not sell or license the Hashing Tool, or otherwise transfer the Hashing Tool to any Third Party, and (iii) agree not to tamper with, disassemble, modify, reverse engineer or otherwise alter the Hashing Tool. Your use of the Hashing Tool must comply with Applicable Laws. You—and not Amazon—are solely responsible for your use of the Hashing Tool.
(c) License. You (and, as applicable, on behalf of Advertiser) grant to Amazon and its Affiliates a non-exclusive right and license to use Hashed Data and Segment Identifiers for the purposes permitted by this Agreement and as may be otherwise expressly stated in an applicable Order.
2. Advertiser Audiences brought through Data Providers.
This Section 2 applies only if you bring or use Advertiser Audiences through a Data Provider.
(a) Instructions. You will instruct any party that manages your audience data or otherwise provides audience data services to you (“Data Provider") to provide Amazon with one or more audiences for use in connection with a campaign. You and the Data Provider, and not Amazon, shall be solely responsible for ensuring that the data you select is sent to Amazon for use in the campaign and Amazon shall not be responsible or liable for any errors by you, any agent, or the Data Provider in the selection and transmission of such data.
(b Amazon Tools. Amazon may provide tools for you to create audience segments for use in connection with a campaign under the Buying Tool Agreements, and audience segments you create through the use of such tools will be deemed as Advertiser Audiences provided by a Data Provider under the terms of and subject to this Agreement.
3. Events Manager Tools.
This Section 3 applies only if you are using Events Manager Tools.
(a) Amazon may make available to you tools to facilitate recognition of conversions, measurement, and other events on Advertiser Sites, including Amazon Pixel, Amazon Ad Tag, Amazon Conversions API, or Amazon Self Attribution Network for Mobile Measurement Partner, among other pixels, tags or APIs (“Events Manager Tools”). You will be responsible for the implementation and use of any Events Manager Tools and you may implement the Events Manager Tools only on the Advertiser Sites. At any time for any reason, Amazon may: (i) stop ingesting signals from the Events Manager Tools; (ii) delete data provided to Amazon through the Events Manager Tools; (iii) request you to remove, which you will do immediately, the Events Manager Tools; or (iv) cease to make available Events Manager Tools to you, either in whole or by limiting or removing certain features and functions.
Data provided to Amazon through the Events Manager Tools may be used (i) for Amazon’s internal reporting, internal analysis, and forecasting campaign performance purposes, (ii) to improve and develop Amazon’s ad systems and tools, including model optimization, and (iii) for any other purpose per your instructions to Amazon.
(b) License. Amazon grants you a limited, non-exclusive, non-sublicensable right and license during the Term to install and otherwise use the Events Manager Tools for purposes permitted by this Agreement and subject to the terms of this Agreement.
4. Customer and Advertiser Requirements and Restrictions.
(a) You will, and where applicable will ensure that your Data Provider or operators of the Advertiser Sites will, (i) follow all Applicable Laws; (ii) not pass (or permit to be passed) to Amazon any of the following (x) Prohibited Data, (y) any data which, on its own, would identify an individual user (such as name, email address, phone number, etc.); or (z) any data which you lack any required consent or permission to pass; or data which does not include the individual’s consent choice via the mechanism specified by Amazon (if applicable); (iii) publish a clear, concise and transparent privacy policy on web properties, apps and services on which data will be collected for use in connection with Advertiser Audiences and Events Manager Tools that fulfills the applicable information and notification requirements under Applicable Laws, including notification of technologies used for the purpose of advertising and measurement; (iv) seek, secure and retain records documenting user consent or opt-out choice on the web properties, apps or services on which data will be collected for use in connection with Advertiser Audiences and Events Manager Tools where consent or opt-out choice is required under Applicable Laws; and (v) obtain all necessary rights, licenses, clearances and consents to provide the data to Amazon and agree that Amazon’s use of the data as intended under this Agreement will not violate anybody’s rights or Applicable Laws. If you discover you, your Data Provider or operators of the Advertiser Sites have collected, stored, used or disclosed any data in violation of this Section 4(a) or this Agreement, you will cease any such action immediately, notify Amazon in writing as soon as possible, and delete and destroy the originals and all copies of the relevant data in your possession or control.
(b) When you use Events Manager Tools, in addition to Section 4(a), you will, and will ensure operators of the Advertiser Sites will, (i) not use any Events Manager Tools with respect to any site, app, or service directed to Children, or which collect or solicit information from Children; (ii) not use Events Manager Tools to create or reach audiences based on Prohibited Data; (iii) not use Events Manager Tools on any sites, apps, or other properties except for the Advertiser Sites; and (iv) ensure any operator of web properties on which data will be collected for use in connection with Events Manager Tools complies with (i)-(iv) and Section (a).
5. Additional Data Restrictions.
Customer and Advertiser will not, and will ensure that any Representative (including any Third Party service provider engaged by Customer in connection with Advertiser Audiences or Events Manager Tools) does not, through any means (i) re-identify or derive or attempt to derive any personally identifiable information from any individual based on or in connection with Advertiser Audiences or Events Manager Tools, (ii) create, receive or provide campaign reporting on, or analyses of, an individual user, browser or device in connection with Advertiser Audiences or Events Manager Tools, or (iii) use Amazon Site Data for Repurposing. “Amazon Site Data” is any data that is (A) preexisting Amazon data used by Amazon pursuant to an applicable Order, (B) gathered pursuant to an applicable Order during delivery of an advertisement that identifies or allows identification of Amazon, the applicable Amazon Site, brand, content, context, or users as such, or (C) entered by users on the applicable Amazon Site (other than where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser). “Repurposing” means targeting a user, household, browser or device, or appending data to a non-public profile regarding a user, browser or device; provided that this does not restrict Customer and Advertiser from using advertising features made available to Customer or Advertiser, as the case may be, by Amazon for Advertiser Audiences or Events Manager Tools within the designated Amazon Ads offerings.
6. Personal Data.
(a) GDPR. To the extent that Amazon processes Customer Personal Data subject to GDPR requirements and except where Amazon acts as a controller in respect to this Agreement, you hereby agree to the Data Processing Addendum, which is located here and incorporated here by reference (“DPA”). You hereby instruct Amazon Europe Core S.à r.l., (“AEC”) to process such Customer Personal Data, as defined by, and in accordance with, the terms and conditions set forth in the DPA. The parties acknowledge that AEC (or its duly designated Affiliates) acts as independent data controller in respect of the Customer Personal Data subject to GDPR requirements provided through the Events Manager Tools and processed to improve and develop Amazon’s ad systems and tools, including model optimization.
(b) U.S. State Privacy Laws. To the extent that Amazon processes U.S. Customer Personal Data subject to requirements under the U.S. State Privacy Laws, Amazon will not (i) sell, rent, lease or sublicense such U.S. Customer Personal Data, or (ii) retain, use, or disclose such U.S. Customer Personal Data for any purpose other than for: (w) the Advertiser Audiences or Events Manager Tools purposes described in this Agreement and any applicable Order, (x) reporting to you (or, as applicable, to Advertiser or its Representative), (y) Amazon’s internal reporting, internal analysis, forecasting campaign performance, and improving and developing its ad systems and tools, including model optimization, and (z) as otherwise permitted under the U.S. State Privacy Laws.
(c) Without limiting other provisions of this Section 6, to the extent that Amazon processes U.S. Customer Personal Data that is subject to requirements:
(i) under the U.S. State Privacy Laws for any purpose other than cross-context behavioral advertising (as defined in and subject to the CCPA), you hereby agree to the U.S. State Privacy Laws Addendum, which is located here and incorporated herein by reference; or
(ii) under CCPA for the purpose of cross-context behavioral advertising (as defined in the CCPA), Customer and Amazon agree as follows:
(A) Customer provides such U.S. Customer Personal Data to Amazon for the limited and specified purposes of providing Advertiser Audiences or Events Manager Tools services (as applicable) described in this Agreement and any applicable Order. Customer provides such U.S. Customer Personal Data to Amazon, and Amazon may process such U.S. Customer Personal Data, only for these limited and specified purposes and for those purposes otherwise permitted by this Agreement or under the applicable U.S. State Privacy Laws;
(B) Amazon shall comply with Applicable Laws, including the CCPA, in connection with its obligations under the Agreement;
(C) Customer shall comply with Applicable Laws, including the CCPA, in connection with its obligations under the Agreement, including updating U.S. Customer Personal Data provided to Amazon pursuant to this Agreement to delete, exclude, and/or cease providing data subject to consumer opt-out and deletion requests, as applicable;
(D) Customer may take reasonable and appropriate steps, to the extent required by Applicable Laws and using materials generally made available by Amazon for such purposes, to ensure that Amazon uses U.S. Customer Personal Data provided pursuant to this Agreement in a manner consistent with Customer’s obligations under Applicable Laws;
(E) Amazon shall notify Customer if it determines it can no longer meet its obligations under Applicable Laws; and
(F) Customer has the right, upon notice, to request Amazon to suspend or discontinue the applicable processing of the U.S. Customer Personal Data, to the extent necessary to stop or remediate unauthorized use of U.S. Customer Personal Data.
(d) LGPD. To the extent that Amazon processes Personal Data subject to LGPD requirements, you hereby agree to the DPA, which is located here and incorporated here by reference. You hereby instruct Amazon Serviços de Varejo do Brasil Ltda. to process U.S. Customer Personal Data, as defined by, and in accordance with, the terms and conditions set forth in the DPA.
(e) TR DPL. To the extent that Amazon processes Personal Data subject to TR DPL requirements, you hereby agree to the DPA, which is located here and incorporated here by reference. You hereby instruct Amazon Turkey Perakende Hizmetleri Limited Şirketi or AEC to process Customer Personal Data, as defined by, and in accordance with, the terms and conditions set forth in the DPA.
(f) Mexican DP Law. To the extent that Amazon processes Personal Data subject to Mexican DP Law requirements, you hereby agree that Personal Data shared with Amazon has been collected in accordance with the Mexican DP Law and that Amazon will act as data processor (encargado), as defined in the Mexican DP Law. You also agree to the DPA, which is located here and incorporated here by reference. Therefore, you hereby instruct Servicios Comerciales Amazon Mexico, S. de R.L. de C.V. to process Customer Personal Data, in accordance with your Privacy Notice and in accordance with the provisions set forth in article 50 of the Regulations of the Mexican DP Law. The parties acknowledge and agree that you will be solely responsible to inform the data-subjects of the processing of Personal Data for the purposes contemplated in this Agreement and as set forth in the Mexican DP Law.
(g) Security. Amazon will implement reasonable security measures designed to protect against unauthorized access to, or the unauthorized use or disclosure of any Personal Data. Unless Advertiser or its Representative otherwise requests, Hashed Data will be deleted immediately upon completion of the Advertiser Audience Segment creation process.
7. Representations and Warranties.
In addition to the representations and warranties set forth in the Buying Tool Agreements, parties agree to the following:
(a) By you and Advertiser. Each of Customer and Advertiser represent, warrant and covenant that (i) all Advertiser Data was collected or otherwise obtained in accordance with all Applicable Laws; (ii) such entity’s performance, including without limitation, its disclosure of the Advertiser Data to Amazon, will comply with all Applicable Laws (including industry self-regulations, such as the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising), the Brazilian Self-Regulatory Advertising Council (Conselho Nacional de Autorregulamentação Publicitária – CONAR), and the Brazilian Standard Rules Executive Council (Conselho Executivo das Normas-Padrão – CENP); (iii) such entity has all necessary rights, licenses and clearances to provide Advertiser Data to Amazon for the purposes set forth in this Agreement; (iv) the disclosure of Advertiser Data to Amazon and Amazon’s use thereof as intended under this Agreement will not violate any Applicable Laws nor violate the rights of any Third Party; (v) such entity will not send information to Amazon in connection with this Agreement that constitutes Prohibited Data, or any data which, on its own, would identify an individual user (such as name, email address, phone number etc); (vi) such entity will not make available any audience targeting segments in connection with this Agreement that are, or may be, based on any Prohibited Data; and (vii) it will not take any action in connection with this Agreement that would cause Amazon to be in violation of Applicable Laws.
(b) By Customer (if not Advertiser). If you are not the Advertiser, you also represent, warrant and covenant that: (i) you have been appointed as an agent of such Advertiser in connection with use of Advertiser Audiences and Events Manager Tools; (ii) you are duly authorized to enter into this Agreement on behalf of such Advertiser, to bind such Advertiser to this Agreement’s terms (including the representations and warranties in Section 7(a)) and to act on behalf of such Advertiser in the performance of its obligations and the exercise of its rights under this Agreement and its use of Advertiser Audiences and Events Manager Tools; (iii) this Agreement will be enforceable against such Advertiser in accordance with this Agreement’s terms; (iv) you will contractually require that such Advertiser complies with the requirements of this Agreement; (v) you are fully responsible for such Advertiser’s non-compliance with the requirements of this Agreement; and (vi) you will, upon our request, provide us written confirmation of the agency relationship between you and such Advertiser in connection with Advertiser Audiences and Events Manager Tools and this Agreement.
8. Term; Termination.
The term of this Agreement will begin upon Customer’s use of Advertiser Audiences or Events Manager Tools and will end when terminated by either party (“Term”). Each party may terminate this Agreement at any time, with or without cause, by (i) providing notice to the other parties as set forth in the applicable Buying Tool Agreement, and (ii) discontinuing the use of Advertiser Audiences and Events Manager Tools. This Agreement will terminate immediately upon Customer’s dissolution or ceasing to do business.
Termination of this Agreement will not terminate the applicable Buying Tool Agreement, but if both of the Buying Tool Agreements are terminated by either party, this Agreement will be deemed terminated as well.
9. Survival. Upon any termination or cancellation of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except (1) that the rights and obligations of the parties under Sections 1 through 7, 9 and 10 will survive the termination of this Agreement, and (2) the sections set forth in the Buying Tool Agreements that are identified as surviving termination of the Buying Tool Agreements will survive the termination of this Agreement.
10. Definitions.
The parties agree that, in addition to terms defined elsewhere in this Agreement, the following terms will apply and will control for purposes of this Agreement:
(a) “Advertiser” means the advertiser using Advertiser Audiences or Events Manager Tools on its own behalf or for whose benefit a Representative uses Advertiser Audiences or Events Manager Tools.
(b) “Advertiser Audience Segment” means the set of Amazon IDs corresponding to your advertiser audience.
(c) “Advertiser Data” means all data collected by or transmitted to Amazon from or on behalf of the Advertiser as part of Advertiser Audiences or Events Manager Tools under this Agreement. Advertiser Data is not Ad Services Data or Customer Materials.
(d) “Advertiser Site” or “Advertiser Sites” means (i) websites or apps on which Advertiser has a contractual right to serve advertisements, and (ii) websites, apps or other locations on which Advertiser has a right to implement ad targeting or measurement products in connection with an applicable Order.
(e) “Amazon ID” means a unique identifier generated by Amazon or its Affiliates representing a unique user of the Amazon Sites.
(f) “Amazon Site” or “Amazon Sites” means websites, apps, and other services on which Amazon may serve or measure advertisements in connection with an applicable Order.
(g) “Applicable Law” means all laws, rules, and regulations applicable to a Party’s performance of its obligations herein.
(h) “Children” has the meaning given to it under the Applicable Laws.
(i) “Hashed Data” means data, which you provide to Amazon for the purpose of matching to Amazon IDs, that is based upon information obtained by Advertiser such as email address or such other information as Amazon may permit, relating to an individual with some manner of relationship to or prior interaction with Advertiser. Prior to transmission to Amazon, the Hashed Data must be hashed via a one-way hash, or otherwise obfuscated in a manner permitted by Amazon (e.g., consist of mobile ad identifiers).
(j) “Order” means the agreement, including any order details provided by Advertiser or its Representative through an Amazon self-service website, e.g., the Amazon DSP, and any contract and any insertion order, between Amazon and Advertiser or Advertiser’s Representative applicable to an advertising campaign for Advertiser that contemplates use of Advertiser Audiences or Events Manager Tools.
(k) “Personal Data” has the meaning given to the term “personal information” or “personal data” under Privacy Law, when and as those laws are applicable.
(l) “Privacy Law” means, as applicable to the processing of Customer Personal Data, any national, federal, EU, state, provincial or other privacy, data security or data protection law or regulation, including European Data Protection Legislation, the LGPD and US State Privacy Laws.
(m) “Prohibited Data” means (i) data relating to, or collected from services directed to, Children; (ii) data relating to sensitive information, as defined by Applicable Laws, including but not limited to health-related conditions (including interest in or usage of drugs or pharmaceutical products), sexually explicit content, sexual orientation, illegal activities or interests, race or ethnicity, religious affiliation or views, political affiliation or political views, trade-union membership, financial distress (e.g., bankruptcy or credit problems), individuals under 18 years of age, citizenship or immigration status, social security number, driver license or other state identification card number, passport number, account login information, precise geolocation, genetic or biometric data, or any other category which Amazon identifies to you; (iii) data that could constitute “Consumer Health Data” as that term is defined in the Washington My Health My Data Act, data subject to similar health-related privacy laws, or data that could otherwise identify an individual’s past, present, or future physical or mental health status (including any inferences of an individual’s physical or mental health status based on non-health data); (iv) data subject to consumer opt-out requests or where consumer consent has not been provided, where opt-out choice or consent is required under Applicable Laws; and (v) data subject to consumer deletion requests, where deletion is required under Applicable Laws.
(n) “Representative” means an entity acting on behalf of Advertiser.
(o) “Segment Identifier” means an alpha-numeric identifier provided under this Agreement by Customer to Amazon that represents an Advertiser Audience Segment to be created.
(p) “Third Party” means an entity or person that is not a party to this Agreement or an applicable Order; for purposes of clarity, Amazon, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
(q) “U.S. Customer Personal Data” means Personal Data provided (or caused to be provided) by Customer to Amazon pursuant to this Agreement. For the avoidance of doubt, U.S. Customer Personal Data excludes Amazon Data (as defined in the U.S. State Privacy Laws Addendum).