Agency Agreement Terms & Conditions

These terms and conditions (the "Agreement") govern the purchase by Agency, and sale by Amazon, of certain advertising inventory in one or more of the following countries: 1) Belgium, 2) Denmark, 3) Finland, 4) Luxembourg, 5) Netherlands, 6) Norway, and 7) Sweden. Agency may purchase certain advertising inventory from Amazon in accordance with this Agreement by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the advertising inventory provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days of the notice; or for any reason at either party's convenience by giving written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement or any Term Sheet. All fees payable by Agency are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes ("Indirect Taxes"). Agency will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from Agency. Amazon shall not collect, and Agency shall not pay, any such Indirect Tax or duty for which Agency furnishes Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. All payments made by Agency to Amazon under this Agreement or any Term Sheet 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, Agency will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement or any Term Sheet. Amazon will provide Agency 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 this Agreement or any Term Sheet.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to their respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. Upon Amazon's request, the Agency will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph. Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement or any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The terms 'Agreement' and 'Term Sheet' in this Section includes the existence of each, and terms and the data or documents obtained by the other party in execution of each Term Sheet. The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the discounted inventory provided under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and each Terms Sheet will be governed by the laws of the Grand Duchy of Luxembourg, without reference to its choice of laws rules, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of Luxembourg City.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

These terms and conditions (the "Agreement") govern the purchase by Agency, and sale by Amazon, of certain advertising inventory in Canada. Agency may purchase certain advertising inventory from Amazon in accordance with this Agreement by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the advertising inventory provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days of the notice; or for any reason at either party's convenience, without recourse to the courts, by giving at least 30 days' written notice to the other party.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement. All fees payable by Agency are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (and other governmental fees and charges, inclusive of applicable digital services tax and associated regulatory fees and charges). All payments made by Agency to Amazon pursuant to this 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, Agency will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement. Agency will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from Agency. Amazon shall not collect, and Agency shall not pay, any such Indirect Tax or duty for which Agency furnishes Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. Amazon will provide Agency 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 this Agreement.
3. Transparency. The Agency and each Group Agency will disclose and pass through to its respective clients the Discounted Impressions, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet (but not any of its terms and conditions). Upon Amazon's request, the Agency will confirm in writing its compliance with this paragraph.
   The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on the Agency or a Group Agency's breach of its obligations under the immediately preceding paragraph. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the discounted inventory provided under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of the party's assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and each Term Sheet will be governed by the Laws of Ontario, without reference to its choice of laws rules, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of Ontario.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet represents the entire agreement among the parties with respect to the subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties to any Term Sheet.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

Agency and Amazon will be referred herein as "parties" and each as a "party". These terms and conditions (the "Agreement") govern the purchase by Agency, and sale by Amazon, of certain advertising inventory in Mexico. Agency may purchase certain advertising inventory from Amazon in accordance with this Agreement by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the advertising inventory provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within thirty (30) days of the notice; or for any reason at either party's convenience by giving written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement or any Term Sheet. All fees payable by Agency are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes ("Indirect Taxes"). Agency will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from Agency. Amazon shall not collect, and Agency shall not pay, any such Indirect Tax or duty for which Agency furnishes Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. All payments made by Agency to Amazon under this Agreement or any Term Sheet 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, Agency will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement or any Term Sheet. Amazon will provide Agency 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 this Agreement or any Term Sheet.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to their respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. Upon Amazon's request, the Agency will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph. Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement or any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The terms 'Agreement' and 'Term Sheet' in this Section includes the existence of each, and terms and the data or documents obtained by the other party in execution of each Term Sheet. Amazon does not need to give prior notice or obtain approval from the other party to exercise its rights under this Section.
   The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the discounted inventory provided under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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 Mexican government authority. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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 Mexican government authority.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and any Term Sheet will be governed by Mexican law, without reference to its choice of law rules. All disputes arising out of or in connection with the present Agreement or any Term Sheet shall be finally settled by arbitration administered by the International Chamber of Commerce ("ICC") under the ICC Rules of Arbitration in effect on the date of the applicable Term Sheet ("ICC Rules"). The place of arbitration shall be Mexico City, Mexico. The applicable law shall be Mexican legislation. The language of the arbitration shall be Spanish. However, documents originally produced in English may be submitted in English without the need for translation into Spanish. The number of arbitrators shall be three and shall be appointed under the ICC Rules. The fees and expenses of the arbitrators and administrative fees, if any, shall be paid in equal proportion by the parties. The parties shall pay for their own attorneys' fees and expenses. The confidentiality section will survive any termination or expiration of this Agreement or any Term Sheet.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.
10. Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement or any Term Sheet if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes and acts of God ("Force Majeure Event"). In the event that Amazon suffers such a Force Majeure Event, Amazon shall, within 10 business days, recommend a substitute transmission for the ad or time period for the transmission.
11. Notices. All notices, communications and/or notifications derived from this Agreement or any Term Sheet must be in writing and delivered to the addresses indicated by the parties on the applicable Term Sheet, by means of: (i) certified mail, (ii) specialized courier service, or (iii) e-mail with confirmation of receipt. Any summons to any type of judicial or administrative proceeding shall be served by means of printed notice at the addresses indicated by the parties on the applicable Term Sheet, and may not be served by electronic mail.
12. Data Protection. The parties will comply with all applicable regulations relating to data protection. In particular each party undertakes to comply with their obligations under any applicable local regulations, codes of practice and best practice guidance issued by any applicable authorities (together, the "Data Protection Requirements"). Where in the course of this relation, any the Agency processes personal data (as defined in the Data Protection Requirements) on Amazon's behalf, the Agency will: (A) act only on instructions from Amazon as data controller, take appropriate technical and organizational measures against unauthorized or unlawful processing of such personal data and against accidental loss, destruction of, or damage to the same; (B) not transfer such personal data without the express written consent of the relevant data subject and Amazon which may be refused at Amazon's sole discretion; (C) allow Amazon access to any relevant premises owned or controlled by the Agency on reasonable notice to inspect the Agency's procedures in relation to the processing of the personal data and will, on request, prepare a report for Amazon as to its current technical and organizational measures used to protect such personal data; and (D) keep all materials containing such personal data in a safe and secure place (or if held electronically, the Agency will ensure it has appropriate electronic security systems in place) and will return them to Amazon (or if held electronically, the Agency will ensure all files containing data are deleted and will provide written confirmation of this to Amazon) immediately on termination or expiry of this Agreement or any Term Sheet, or sooner on Amazon's written request.
13. Digital Signature. The parties agree that each Term Sheet will be signed electronically and shall have the same legal effects as if it had been executed in printed format and signed by handwritten signature. The certificate of electronic acceptance of each Term Sheet has the validity, applicability and admissibility to bind the Agency under the terms of the instrument, therefore, the Agency may not claim any kind of denial to the legal effects arising from any Term Sheet. In addition, should it be necessary to produce an original of the Agreement or any Term Sheet for any legal, regulatory or other purpose, the Agency shall promptly cooperate to produce it.

These terms and conditions (the "Agreement") govern the purchase by Agency, and sale by Amazon, of certain advertising inventory in one or more of the following countries: 1) United Arab Emirates, 2) Kingdom of Saudi Arabia, 3) Arab Republic of Egypt, and 4) Republic of Turkey. Agency may purchase certain advertising inventory from Amazon in accordance with this Agreement by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the advertising inventory provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days of the notice; or for any reason at either party's convenience by giving written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement or any Term Sheet. All fees payable by Agency are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes ("Indirect Taxes"). Agency will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from Agency. Amazon shall not collect, and Agency shall not pay, any such Indirect Tax or duty for which Agency furnishes Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. All payments made by Agency to Amazon under this Agreement or any Term Sheet 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, Agency will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement or any Term Sheet. Amazon will provide Agency 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 this Agreement or any Term Sheet.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to its respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. Upon Amazon's request, the Agency will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph.
   Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement or any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The terms 'Agreement' and 'Term Sheet' in this Section includes the existence of each, and terms and the data or documents obtained by the other party in execution of each Term Sheet. Either party does not need to give prior notice or obtain approval from the other party to exercise its rights under this Section. The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the discounted inventory provided under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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. Notwithstanding anything to the contrary herein, nothing in this Agreement or any Term Sheet shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any United States laws, regulations, rules, or requirements that apply to any party to any Term Sheet.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and each Term Sheet shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC"). Any dispute shall be finally settled by arbitration under the Arbitration Rules of the London Court of International Arbitration ("LCIA") (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the DIFC. The language to be used in the arbitration shall be English. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction against any matters relating to protection of intellectual property rights or breach of confidential information.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

These terms and conditions (the "Agreement") govern the payment by Amazon ("Amazon") to Agency ("Agency") of a rebate on aggregate media expenditure. The parties may agree to any rebate by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the rebate provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days' of the notice; or for any reason at either party's convenience by giving at least 30 days' written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement or any Term Sheet. Agency may charge and Amazon will pay applicable national, state or local sales or use taxes, or value added taxes ("VAT"), or goods and services taxes ("GST") or similar transaction taxes that Agency is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that Agency provides to Amazon and Agency's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Amazon may provide Agency with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Agency will not charge and or collect the Taxes covered by such certificate. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Agency under this Agreement or any Term Sheet, and payment to Agency as reduced by such deductions or withholdings will constitute full payment and settlement to Agency of amounts payable under this Agreement or any Term Sheet. Throughout the term of this Agreement, Agency will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement or any Term Sheet. In respect of any rebate or similar adjustment, Amazon shall issue a credit note to the Agency in accordance with applicable national, state or local sales or use tax or value added tax laws. Any such Taxes required under applicable law shall be reflected on the credit note issued by Amazon and the credit note shall meet the requirements for a valid tax document. Agency will be required to accept credit notes and comply with any applicable tax laws and regulations.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to their respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. The Agency upon Amazon's request, will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph. Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement and any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The terms 'Agreement' and 'Term Sheet' in this Section includes the existence of each, and terms and the data or documents obtained by the other party in execution of each Term Sheet. Either party does not need to give prior notice or obtain approval from the other party to exercise its rights under this Section.
   The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third-party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the rebates payable under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and each Term Sheet will be governed by the laws of Australia, without reference to its choice of laws rules, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of New South Wales.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

These terms and conditions (the "Agreement") govern the payment by Amazon to Agency of a rebate on aggregate media expenditure by Agency in Brazil.
The parties may agree to any rebate by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the rebate provided under each Term Sheet.
In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. License to Deliverables. If under this Agreement or any Term Sheet Amazon or its Affiliates request assets from the Agency (the "Deliverables"), the Agency grants to Amazon and its Affiliates the perpetual, worldwide, nonexclusive and non-assignable right to use, reproduce, publish, transmit, store, copy, sublicense to agents and contractors, edit, display and communicate to the public in whole or in part the Deliverables. Amazon may use the Deliverables for promotional, publicity, advertising, commercial, press, public relations and informational purposes. To the extent that title to any digital or tangible property is transferred under this Agreement or any Term Sheet, title will transfer from Agency to Amazon upon receipt by Amazon. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
2. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days of the notice. For avoidance of doubt, in case of material breach by any of the Group Agencies, the Agreement will be early terminated only to such Group Agency and will remain in force and applicable to the others Group Agencies.
3. Tax. Agency may charge and Amazon will pay applicable national, state or local sales or use taxes or value added taxes that Agency is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that Agency provides to Amazon and Agency’s invoices state such Taxes separately and meet the requirements for a valid tax invoice. For purposes of calculating any rebates under this Agreement or any Term Sheet, all amounts shall be calculated on a tax-inclusive basis in accordance with Brazilian tax law requirements. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Agency under this Agreement or any Term Sheet, and payment to Agency as reduced by such deductions or withholdings will constitute full payment and settlement to Agency of amounts payable under this Agreement or any Term Sheet. Throughout the term of this Agreement, Agency will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement or any Term Sheet.
4. Transparency. The Agency and each Group Agency will disclose and pass through to their respective clients any and all discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required and permitted by applicable law, rule or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. The Agency represents and warrants that neither entry into nor performance of this Agreement or any Term Sheet contravenes any contract between Agency or its Affiliates, on the one hand, and a third party, on the other. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
   The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet.
5. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the rebates payable under the applicable Term Sheet for the twelve-month period preceding the claim. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
6. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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 Brazilian government (e.g. CEIS - Cadastro de Empresas Idôneas e Suspensas (Dishonest and Suspended Companies Registry), CNEP - National Register of Punished Companies, CEPIM - Private Non-Profit Organization Registry) ("BR Government"), the European Union or its member states, or other applicable government authority; (3) the Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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 BR Government, the European Union, or any other applicable government authority.
7. BR Privacy Laws. The parties agree and undertake that they will comply with all applicable Brazilian Privacy Laws when processing BR Data, including but not limited to the LGPD, its regulations and norms and guidelines issued by the Brazilian Data Protection Authority ("ANPD"). "BR Data" means personal data within the meaning of applicable Laws of Brazil, including the Brazilian Data Protection Law (Law No. 13,709/18) and any implementation or successor thereof and its regulations ("LGPD"), and the Brazilian Civil Rights Framework for the Internet (Law No. 12,965/14), which is collected, used, transferred or processed by the parties pursuant to this Agreement or any Term Sheet.
8. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
9. Governing Law.
   (A) This Agreement or any Term Sheet shall be governed by and construed under the laws of Brazil without regard to principles or rules of conflict of laws.
   (B) Any and all disputes, controversies and claims arising out of, touching upon, connected with, or relating in any way to this Agreement or any Term Sheet or to the relationship between the parties established by it, including its existence, validity, performance, arbitrability, enforceability and termination, (collectively, "Disputes" and each, a "Dispute"), including all matters related thereto, must, at the written request of either party, be referred to and finally settled by binding arbitration ("Arbitration") pursuant to the Rules of Arbitration of the International Chamber of Commerce (the "ICC") in effect on the date the applicable Term Sheet was fully executed (the "ICC Rules").
   (C) The Arbitration will be decided by a 3-member panel (the "Tribunal") appointed in accordance with the ICC Rules.
   (D) The seat of the Arbitration will be São Paulo, Brazil, and all proceedings will be conducted there. The language to be used in the Arbitration will be the English language; provided, however, that any party to the Arbitration may submit testimony or documentary evidence in a language other than English if such party provides the other party(ies) with advance written notice thereof and, upon request of the Tribunal or any other party to the Arbitration, furnishes a translation or interpretation into English of any such testimony or documentary evidence.
   (E) The procedural rules specified in this Section and the ICC Rules will be the sole procedures for the resolution of Disputes between or among the parties arising from or relating to this Agreement or any Term Sheet and/or with regard to the conduct of any Arbitration or the taking of evidence therein. Wherever the procedures of this Section and the ICC Rules are in conflict, the procedures of this Section will apply. The internal laws of the Country of Brazil will be applied by the Tribunal in ruling upon the merits of the Dispute, without giving effect to any Law or rule that would cause application of the laws of any other jurisdiction other than the Country of Brazil.
   (F) The parties irrevocably agree that notifications of any proceedings (including the initiation of the Arbitration), service of process, reports, communications, orders, arbitral decisions, Awards, arbitral award enforcement petitions, and any other document will be sent in the same manner as other notices set forth in this Agreement or any Term Sheet, which the parties agree shall constitute sufficient and effective service and notice under the laws of all jurisdictions and the parties hereby waive any defenses that they may have under applicable laws based on the ineffectiveness of service in such form.
   (G) The award rendered by the Tribunal (the "Award") will be (i) in writing, in the English language, signed by the arbitrators, stating the reasons upon which the Award is based, (ii) rendered as soon as practicable after conclusion of the Arbitration, and (iii) final and binding upon the parties to the Arbitration. THE PARTIES HEREBY WAIVE ANY RIGHTS THAT THEY MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM AND THEY AGREE NOT TO INITIATE ANY ACTIONS OR PROCEEDINGS FOR THE RESOLUTION OF DISPUTES IN ANY OTHER COURT, TRIBUNAL OR FORUM.
   (H) Irrespective of which party prevails in the Arbitration, the Award will provide that: (i) claimant(s) and respondent(s) will each pay half of the fees and expenses of the arbitrators, the ICC administrative expenses fixed by the ICC, and the fees and expenses of any experts appointed by the Tribunal; and (ii) each party will bear its own legal and other costs incurred in connection with the Arbitration. Notwithstanding the foregoing, the Tribunal may require such costs be borne in such other manner as the Tribunal determines is required in order for the arbitration clause to be enforceable under applicable law.
   (I) Any Award will be final and binding upon the parties to the Arbitration and will not be subject to appeal, review or impingement by a court or other tribunal. The parties agree that the arbitral decision or Award may be enforced against the parties to the Arbitration or their assets wherever they may be found, and that, when needed, a judgment upon the Award may be entered in any court having jurisdiction thereof. If any party to the Arbitration proceeding fails or refuses to voluntarily comply with any arbitral decision or Award within 30 (thirty) days after the date on which it receives notice of the decision or Award, any other party may immediately take the necessary measures for the enforcement of such decision or Award, before a competent judge of the domicile of such refusing party or before any other court of competent jurisdiction. Further, if any prevailing party is required to retain counsel to enforce the arbitral decision or Award, the party against whom the decision or Award is made will reimburse the prevailing party for all reasonable fees and expenses incurred and paid to said counsel for such service.
   (J) Without prejudice to the validity of this arbitration clause, the parties elect the venue of the judicial district of São Paulo, State of São Paulo, Brazil, and expressly waive any other, when and if necessary for the exclusive purpose of: (i) enforcing obligations for which judicial enforcement is immediately available; (ii) obtaining orders for specific performance or injunctive relief of a preventive, temporary, or permanent nature, and/or to ensure the existence and effectiveness of the arbitration proceeding; and/or (iii) processing a request for specific performance or other order, it being agreed that, once the specific performance or order has been obtained, the Tribunal to be formed or already formed, as applicable, will regain full and exclusive jurisdiction to decide on any and all issues, whether relating to procedure or merit, that may have led to the request for the order or specific performance, and the respective judicial proceeding will be adjourned until a partial or final decision is rendered by the Tribunal on the issue. The processing of any legal action according to this clause will not result in any waiver of arbitration or of the jurisdiction of the Tribunal.
   (K) The parties are not barred from applying to any competent judicial authority for interim, or conservatory or enforcement measures, including the granting of a temporary restraining order or other temporary or preliminary relief, when the granting of such measures is essential to assure the applicant of the enforcement of any rights which have been granted to it by virtue of this Agreement or any Term Sheet or of the Award. The application of a party to a judicial authority for such measures or for the implementation of any such measures ordered by the Tribunal is not inconsistent with the election of an arbitration tribunal and will not be deemed to be an infringement or a waiver of the arbitration agreement and will not affect the relevant powers reserved to the Tribunal. All judicial measures shall be decided by the Courts of São Paulo, State of São Paulo, Brazil.
10. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
11. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

These terms and conditions (the "Agreement") govern the payment by Amazon of a rebate on aggregate media expenditure by Agency in the Country. The parties may agree to any rebate by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the rebates provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within 30 days of the notice; or for any reason at either party's convenience by giving written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement or any Term Sheet. Agency may charge and Amazon will pay applicable national, state or local sales or use taxes or value added taxes that Agency is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that Agency provides to Amazon and Agency's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Amazon may provide Agency with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Agency will not charge and or collect the Taxes covered by such certificate. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Agency under this Agreement or any Term Sheet, and payment to Agency as reduced by such deductions or withholdings will constitute full payment and settlement to Agency of amounts payable under this Agreement or any Term Sheet. Throughout the term of this Agreement, Agency will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement or any Term Sheet. In respect of any rebate or similar adjustment, Amazon shall issue a credit note to the Agency in accordance with applicable national, state or local sales or use tax or value added tax laws. Any such Taxes required under applicable law shall be reflected on the credit note issued by Amazon and the credit note shall meet the requirements for a valid tax document. Agency will be required to accept credit notes and comply with any applicable tax laws and regulations.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to their respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. Upon Amazon's request, the Agency will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph.
   Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement or any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The terms 'Agreement' and 'Term Sheet' in this Section includes the existence of each, and terms and the data or documents obtained by the other party in execution of each Term Sheet. Either party does not need to give prior notice or obtain approval from the other party to exercise its rights under this Section. The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the rebates payable provided under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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. Notwithstanding anything to the contrary herein, nothing in this Agreement or any Term Sheet shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any United States laws, regulations, rules, or requirements that apply to any party to any Term Sheet.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and each Term Sheet shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC"). Any dispute shall be finally settled by arbitration under the Arbitration Rules of the London Court of International Arbitration ("LCIA") (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the DIFC. The language to be used in the arbitration shall be English. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction against any matters relating to protection of intellectual property rights or breach of confidential information.
8. Entire Agreement. This Agreement together with each Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

Agency and Amazon will be referred herein as "parties" and each as a "party".
These terms and conditions (the "Agreement") govern the payment by Amazon to Agency of a rebate on aggregate media expenditure by Agency in Mexico. The parties may agree to any rebate by entering into term sheets ("Term Sheets"). The Agreement shall apply in respect of the rebate provided under each Term Sheet. In the event of any conflict between the Agreement and a Term Sheet, the Term Sheet shall prevail.

1. Termination. Either party may terminate any Term Sheet upon material breach by the other party, provided that a breach will not be considered material until the breaching party is given notice of its breach and fails to cure within thirty (30) days of the notice; or for any reason at either party's convenience by giving written notice. The termination of any Term Sheet in accordance with this Section 1 shall not affect any other subsisting Term Sheet, which would continue to have full effect.
2. Tax. Each party will be responsible, as required under applicable law, 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 upon or with respect to the transactions and payments under this Agreement. Agency may charge and Amazon will pay applicable national, state or local sales or use taxes or value added taxes that Agency is legally obligated to charge ("Taxes"), provided that such Taxes are stated on the original invoice that Agency provides to Amazon and Agency's invoices state such Taxes separately and meet the requirements for a valid electronic tax invoice (CFDI) in PDF and XML format, which shall comply with all applicable legal and tax requirements provided in the Federal Tax Code and its Regulations, as well as the tax administrative rules published by the Tax Administration Service in force at the moment of the invoice issuance, and including the correspondent value added tax ("VAT"). Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Agency under this Agreement, and payment to Agency as reduced by such deductions or withholdings will constitute full payment and settlement to Agency of amounts payable under this Agreement. Throughout the term of this Agreement, Agency will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
3. Transparency. The Agency and each Group Agency (as defined in any applicable Term Sheet) will disclose and pass through to their respective clients any and all rebates, discounts, fees or other financial benefits payable under this Agreement or any Term Sheet, to the extent required by applicable law or contract. In no event will Amazon be liable to Agency/Group Agency clients due to the Agency's or the Group Agency's failure to disclose or pass through any financial benefits. The terms of each Term Sheet are the confidential information of the parties, unless disclosure is required to fulfill their respective legal or contractual obligations. For the avoidance of doubt, either party may disclose the existence of any Term Sheet. Upon Amazon's request, the Agency will furnish to Amazon all relevant documentation and information sufficient to demonstrate and verify the Agency's and each other Group Agency's performance of its obligations in this paragraph and the Agency's and each other Group Agency's compliance with this paragraph. Notwithstanding the obligation of confidentiality, the parties acknowledge that either party has the right to use this Agreement or any Term Sheet in the event of legal proceedings to defend its rights under this Agreement or any Term Sheet. Either party may disclose this Agreement or any Term Sheet to its own accountants and legal advisers as well as to any relevant public authority as required by law and to the extent necessary for the purpose. The term 'Agreement' and 'Term Sheet' in this Section includes the existence of each, its terms and the data or documents obtained by the other party in execution of each Term Sheet. Amazon does not need to give prior notice or obtain approval from the other party to exercise its rights under this Section. The Agency will defend, indemnify, and hold harmless Amazon and its Affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (1) the Agency's or any Group Agency's breach of its obligations under the immediately preceding paragraph; or (2) any failure of the Agency to comply with all applicable laws in its performance of its obligations and exercise of its rights under this Agreement or any Term Sheet. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by or is under common control with the relevant entity.
4. Limitation of Liability. In no event will either party be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement or any Term Sheet, however caused and regardless of theory of liability. Except for liabilities arising out of the indemnity, the aggregate liability of either party arising out of or relating to this Agreement or any Term Sheet, whether in contract, warranty, tort (including negligence) or otherwise will not exceed the actual value of the rebates payable under the applicable Term Sheet for the twelve-month period preceding the claim. Nothing in this Agreement or any Term Sheet shall limit Agency's obligation to pay Amazon any fees or other amounts payable by Agency. Notwithstanding anything to the contrary, nothing in this Agreement or any Term Sheet intends to limit the liability of either party for willful misconduct, gross negligence, tort or personal injury.
5. International Trade Sanctions. The Agency represents and warrants that the Agency, the Group Agencies and their respective 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 Mexican government authority. The Agency will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology 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 Mexican government authority.
6. No Assignment. Neither party may assign any Term Sheet without the prior written consent of the other party, except that either party may assign any Term Sheet to an Affiliate or Amazon may assign any Term Sheet in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, each Term Sheet will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
7. Governing Law. This Agreement and any Term Sheet will be governed by Mexican law, without reference to its choice of law rules. All disputes arising out of or in connection with the present Agreement or any Term Sheet shall be finally settled by arbitration administered by the International Chamber of Commerce ("ICC") under the ICC Rules of Arbitration in effect on the date of the applicable Term Sheet ("ICC Rules"). The place of arbitration shall be Mexico City, Mexico. The applicable law shall be Mexican legislation. The language of the arbitration shall be Spanish. However, documents originally produced in English may be submitted in English without the need for translation into Spanish. The number of arbitrators shall be three and shall be appointed under the ICC Rules. The fees and expenses of the arbitrators and administrative fees, if any, shall be paid in equal proportion by the parties. The parties shall pay for their own attorneys' fees and expenses. The confidentiality section will survive any termination or expiration of this Agreement or any Term Sheet.
8. Entire Agreement. This Agreement together with each corresponding Term Sheet constitutes the entire agreement between the parties relating to the subject matter discussed in each Term Sheet and supersedes all prior communications and agreements between the parties with respect to the subject matter. This Agreement and any Term Sheet may be amended, modified, or waived only with the mutual written consent of the parties.
9. Independent Contractor. The Agency will perform under each Term Sheet as an independent contractor, and any Term Sheet will not be construed to create a partnership, agency, employment or any other relationship between Amazon and the Agency. The Agency will not represent itself to be an employee, representative, or agent of Amazon. The Agency has no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.
10. Force majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement or any Term Sheet if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes and acts of God ("Force Majeure Event"). In the event that Amazon suffers such a Force Majeure Event, Amazon shall, within 10 business days, recommend a substitute transmission for the ad or time period for the transmission.
11. Notices. All notices, communications and/or notifications derived from this Agreement or any Term Sheet must be in writing and delivered to the addresses indicated by the parties on the applicable Term Sheet, by means of: (i) certified mail, (ii) specialized courier service, or (iii) e-mail with confirmation of receipt. Any summons to any type of judicial or administrative proceeding shall be served by means of printed notice at the addresses indicated by the parties on the applicable Term Sheet, and may not be served by electronic mail.
12. Data protection. The parties will comply with all applicable regulations relating to data protection. In particular each party undertakes to comply with their obligations under any applicable local regulations, codes of practice and best practice guidance issued by any applicable authorities (together, the "Data Protection Requirements"). Where in the course this relation, any the Agency processes personal data (as defined in the Data Protection Requirements) on Amazon's behalf, the Agency will: (A) act only on instructions from Amazon as data controller, take appropriate technical and organizational measures against unauthorized or unlawful processing of such personal data and against accidental loss, destruction of, or damage to the same; (B) not transfer such personal data without the express written consent of the relevant data subject and Amazon which may be refused at Amazon's sole discretion; (C) allow Amazon access to any relevant premises owned or controlled by the Agency on reasonable notice to inspect the Agency's procedures in relation to the processing of the personal data and will, on request, prepare a report for Amazon as to its current technical and organizational measures used to protect such personal data; and (D) keep all materials containing such personal data in a safe and secure place (or if held electronically, the Agency will ensure it has appropriate electronic security systems in place) and will return them to Amazon (or if held electronically, the Agency will ensure all files containing data are deleted and will provide written confirmation of this to Amazon) immediately on termination or expiry of this Agreement or sooner on Amazon's written request.
13. Digital Signature. The parties agree that each Term Sheet will be signed electronically and shall have the same legal effects as if it had been executed in printed format and signed by handwritten signature. The certificate of electronic acceptance of the Agreement has the validity, applicability and admissibility to bind the Agency under the terms of the instrument, therefore, the Agency may not claim any kind of denial to the legal effects arising from any Term Sheet. In addition, should it be necessary to produce an original of the Agreement or any Term Sheet for any legal, regulatory or other purpose, the Agency shall promptly cooperate to produce it.