Additional Terms & Conditions

These Additional Terms & Conditions (the “Terms”) apply to the advertising products or services specified below that are made available by Amazon Advertising LLC and/or its Affiliates (collectively herein referred to as “Amazon”) to you, the advertiser and/or the agency on behalf of advertiser, or agency, as applicable (“You” or “Your”). By purchasing or utilizing products or services from Amazon, You agree to the applicable Terms set forth below. These Terms may be incorporated by reference into agreements entered into by You and Amazon, including insertion orders (each, an “IO”) and, to the extent there is a conflict between these Terms and any such agreement, these Terms shall control. For clarity, the section on Force Majeure of the applicable agreement entered into by You and Amazon shall apply. The Terms in English are the definitive governing version and translations are for convenience only.

These Terms are intended to be read and construed in conjunction with the Ad Specs and Policies (including any ad serving, tracking, and reporting restrictions), and will apply only to the extent these products and services are included in Your IO or are utilized in execution of Your campaign.

Amazon reserves the right, at its sole discretion, to modify these Terms at any time by posting such modifications here. The Terms in effect on or before the effective date of Your IO apply to such IO, provided that changes addressing new products or services, or in compliance with applicable laws, rules, regulations, ordinances, and directives will be effective immediately when posted.

Capitalized terms used but not defined herein shall have their meanings set forth in the IO or other applicable agreement. Any headings, or similar references, contained in these Terms are for convenience only and shall not be interpreted to limit or otherwise affect these provisions.

Amazon DSP and STV (formerly "OTT") dynamic, impression-based placements are unguaranteed and any impression amounts and rates specified in the IO are only estimates. The total amount that you will be charged for each Amazon DSP placement will be based on Amazon’s ad server measurement, and will not exceed the line item total for that specified placement.

(a) Cancellation. You may cancel Kindle eInk placements no later than 15 days prior to the start date of the placement. Kindle Fire Tablet Wakescreen Class II (aka Fire Tablet App Download) placements may be cancelled with 7 days’ prior written notice to Amazon.

(b) Data Usage. You will not, nor will You allow any third party to, use data or other information collected in connection with ads made available through Amazon devices (including ads in emails sent by Amazon that link to Your site) or clicks on such ads in a manner that targets or identifies any individuals on the basis of those individuals (i) having viewed or clicked on such ads, (ii) owning or using an Amazon device, or (iii) being customers of Amazon.

(c) Delivery and Reporting. All placements on Amazon devices will be served by Amazon and all invoices and reporting for such placements will be based on those numbers. Due to the semi-connected nature of Amazon devices, reports regarding performance of placements on these devices may be revised until delivery of the final campaign report to include additional data collected after the placement end date. Fire TV deliverables, placements or advertising units identified in the IO as “Unguaranteed” or purchased on a dynamic, Cost-Per-Click (CPC) or Cost-Per-Thousand (CPM) basis are unguaranteed and any amounts and rates specified in the IO are only estimates. The total amount that you will be charged for such placements will be based on Amazon’s ad server measurement and will not exceed the line item total for that specific placement.

(d) Fire Tablet and Fire TV Viewability. The following terms apply to the display of Fire Tablet and Fire TV Ads purchased based on viewable impressions (“Viewability”):

1. Measurement. You will be obligated to pay only for viewable impressions (measured and unmeasured for Viewability) hereunder, as measured by Amazon. For purposes of determining Viewability hereunder, the parties agree to deem measured impressions to be viewable impressions if 50% of the pixels of such impressions are measured to be viewable for 1 second.
2. Unmeasured Impressions. In order to account for the impressions that are not able to be measured for Viewability, billable impressions will be calculated based on the viewable percentage reported by Amazon applied to the total delivered impressions as reported by Amazon. For example, if the campaign were to deliver 1,000,000 impressions according to Amazon’s ad server, 900,000 were measurable, and 800,000 were measured as viewable, a total of 888,000 viewable impressions will have been deemed as billable.
3. Total Impressions. Amazon will continue to serve impressions until the total number of number of viewable impressions served, as measured pursuant to sections (1) and (2), equals the number of guaranteed viewable impressions set forth in the IO.

Amazon-Produced Video Ads (Video Creative Excellence Program)

You will provide required creative materials for the Video Ads by the date indicated by Amazon. Delayed submission of creative materials or approval of the Video Ads may affect the campaign flight dates, and You are still responsible for the media purchased pursuant to the IO. You agree to allow Amazon to draft and publish case studies related to the performance of the Videos Ads.As between the parties, Amazon will own all right, title, and interest in the Video Ads. Amazon grants You a non-exclusive, limited license to use the Video Ads solely on website(s) and social media channel(s) owned and/or operated by You during the term of the campaign in accordance with the IO. You agree to immediately comply with Amazon’s removal requests as to the use of Video Ads hereunder, and will avoid knowingly taking any action intended to diminish the value of Amazon marks.

Audio Ad Guaranteed Campaigns

Audio Ad Guaranteed placements will be billed on total impressions delivered based on Amazon’s reporting and will not exceed the line item total for the specified placement. Any genre-based requirements must comply with Amazon policies and be specified in the IO.

Class I and Amazon DSP Viewability

The following terms shall apply to all Class I and Amazon DSP placements purchased based on viewable impressions (“Viewability”):

1. Viewability Measurement.
1. Measurement. For purposes of determining Viewability, the parties agree to use viewable impression data provided by a mutually agreed MRC-accredited third party vendor (“3PAV”) and will deem measured impressions to be viewable impressions if 50% of the pixels of such impressions are measured to be viewable for 1 second.
2. Unmeasured Impressions. In order to account for the impressions that are not able to be measured for Viewability, viewable impressions will be calculated based on the viewable percentage reported by 3PAV applied to the total delivered impressions as reported by mutually agreed third party ad server (“3PAS”). For example, if the campaign were to deliver 1,000,000 impressions according to 3PAS, 900,000 were measurable by 3PAV and 800,000 were measured as viewable according to 3PAV, a total of 888,888 impressions will be deemed viewable.
3. Access to the reports. You will provide Amazon with login credentials that will provide Amazon with direct access to view the reports generated by the 3PAV.
2. Amazon DSP Viewability. In addition to the Amazon DSP terms set forth above, the following terms apply to all Amazon DSP placements purchased on Viewability.
1. 3PAS fees. You will pay all 3PAS fees for all impressions served by a 3PAS, independent of the total number of impressions served up to the number of viewable impressions set forth in the IO.
2. Makegoods. If Amazon does not deliver at least 70% of the number of impressions specified in the media plan for any Amazon DSP placement purchased on Viewability as viewable impressions (measured and unmeasured for Viewability), the parties will use commercially reasonable efforts to agree upon the conditions of a makegood flight.
3. Class I Viewability. The following terms apply to all Class I placements purchased on Viewability.
1. Total Impressions. You will be obligated to pay only for viewable impressions (measured and unmeasured for Viewability) hereunder. Amazon will continue to serve impressions until the total number of number of viewable impressions served, as measured pursuant to section (a) above, equals the number of guaranteed viewable impressions set forth in the IO. You will pay all 3PAS fees for all impressions served by a 3PAS, independent of the total number of impressions served to reach the number of guaranteed viewable impressions.
2. AMZN Viewability Package (Blended ROS Ad Placements). You understand and agree that the AMZN Viewability Package may include various Class I placements, and Amazon may optimize such placements, as well as the targeting, landing pages, and ad creative related to such placements in its sole discretion. Reporting and invoicing will be on an aggregate package level. You understand and agree that Amazon will not provide any reporting by placement.

IMDb Conquesting and IMDb Showtime or Ticketing

IMDb Conquesting and IMDb Showtime or Ticketing placements are non-cancellable. Impressions for IMDb Conquesting placements purchased under the IO are unguaranteed, and the impression amounts specified in the IO, if any, are only estimates.

(Amazon-Paid) Offline Sales Lift Measurement, Brand Lift Measurement, and/or Reach Measurement

(Amazon-Paid) Offline Sales Lift Measurement, Brand Lift Measurement, and/or Reach Measurement (each, a “Study”, collectively, “Studies”). Delivery of Studies is subject to measurement and study feasibility and supplier performance. You acknowledge that Studies provided by Amazon are the property and, as between the parties, Confidential Information of Amazon, which is made available for Your use. You agree to allow Amazon to reproduce, publish, or otherwise use Your Ads, logo, business name, other elements of the campaign covered under the IO (e.g. performance data), and any Study results associated with the campaign as a case study or collateral materials (e.g. slide presentations) to demonstrate the effectiveness of Amazon’s products.

Share of Voice (SOV) or Takeovers

Takeover or SOV placements are non-cancellable. SOV percentages will be set forth in the IO and based on the SOV of all sold impressions unless otherwise indicated by Amazon in writing (email is sufficient). Impression amounts specified in the IO, if any, are unguaranteed and only estimates. If, at the time of the parties’ execution of the IO, the specific dates of any takeover or SOV placement have not been determined, such dates will be subject to Amazon’s inventory availability. Amazon does not allow the use of trademark and copyright symbols and notices, including on H1 placements; any such symbols and notices may be removed in Amazon’s sole discretion.

Social Media Channel and/or Email Placements

Social Media Channel and/or Email Placements are unguaranteed and will be delivered by Amazon (third party serving/tracking will not be allowed). The quantity, frequency, and specific dates (which will be during the start and end dates specified in the media plan) of any social media channel and/or email placements delivered under the IO will be determined by Amazon in its sole discretion. If available, Amazon will only provide reporting on (a) the total number of emails that were sent, and (b) the total posts, “shares”, and “likes” of applicable social media channel placements.

Sponsored Video Content: Advertiser-Produced

You will provide Amazon with video content (including any actionable text, graphics, logos and URLs) produced by You and connected with any Ad placements set forth in the IO (the “Advertiser Video Content”) no later than 3 days prior to the Advertiser Video Content launch. Delayed submission of Advertiser Video Content may affect the start date and campaign length, and You are still responsible for the media purchased pursuant to the IO. The Advertiser Video Content will be served by Amazon (third party tracking will not be allowed). Advertiser Video Content views are unguaranteed. You hereby grant Amazon a non-exclusive, perpetual, worldwide license to use, reproduce, transmit, display, perform, store, copy, and distribute the Advertiser Video Content.

The Trademark Usage Guidelines posted here (the “Guidelines”) apply to Advertiser’s use of the Amazon trademarks, service marks, trade names, logos or designs as provided by Amazon to Advertiser (the “Amazon Marks”) in materials that have been approved in advance by Amazon. Strict compliance with these Guidelines is required at all times, and any use of the Amazon Marks in violation of these Guidelines will automatically terminate any license related to Advertiser’s use of the Amazon Marks. Subject to the terms and conditions of the IO and conditioned upon Advertiser’s compliance with the Guidelines, Amazon grants Advertiser a limited, non-exclusive, non-transferable, non-assignable, revocable right and license to use the Amazon Marks solely as directed or approved in writing by Amazon and during the term of the IO unless otherwise specified by Amazon. Advertiser may not use the Amazon Marks except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use any Amazon Marks. For the avoidance of doubt, Advertiser must receive prior written approval from Amazon for any use of the Amazon Marks. Upon the termination or expiration of the IO, or upon revocation of the license by Amazon, Advertiser shall immediately cease and discontinue all further use of the Amazon Marks.

Video Ads Guaranteed Nielsen DAR STV (formerly "OTT") Campaigns

Amazon will report only delivered & total audience impressions for Video Ads Guaranteed Nielsen DAR OTT Campaigns (“Guaranteed Nielsen DAR OTT”). Guaranteed Nielsen DAR OTT placements will be billed on total audience impressions delivered per Nielsen DAR Total Audience reporting. Due to potential delays in receiving Nielsen DAR Total Audience reporting, reports regarding performance of Guaranteed Nielsen DAR OTT placements may be revised until delivery of the final campaign report to include additional reporting received after the placement end date.

Video Ad Guaranteed 1P placements will be billed on total audience impressions delivered per Amazon’s reporting.

Beta, Test, Video O&O or Pilot Products

Deliverables, placements, or advertising units identified in the IO as “Beta”, “Test”, “Pilot”, “Video O&O” or otherwise identified to You as being experimental or undergoing testing (“Beta Products”) will be served by Amazon and are provided “AS IS”. The forecasting, availability, function, technical specifications, may vary and the impression amounts or share of voice (SOV) specified in the IO, if any, are only estimates and unguaranteed. Third party tracking is not available unless otherwise indicated by Amazon. If third party tracking opportunities are provided by Amazon, related placements and impressions will be billed solely based on Amazon’s reports and numbers. For Beta Products that are identified as “Contextual SOV” or “Virtual Product Placement”, the IO is non-cancellable. You agree to allow Amazon to reproduce, publish, or otherwise use Your Ads, logo, business name, and any other elements of the campaign covered under the IO (e.g.,performance data) associated with your use of Beta, Test, Video O&O, or Pilot Products as a case study or collateral materials (e.g. slide presentations) to demonstrate the effectiveness of Amazon’s products.

Custom Products

“IO Terms” shall refer to the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less version 3.0 ("IAB Terms"), or any superseding or different agreement between You and Amazon that applies as accepted by You. To the extent a superseding or other agreement applies, the sections in the IAB Terms referenced herein shall correspond to paragraphs within such agreement containing the same or substantially similar provisions.

Alexa Alarms

The following terms apply to any alarm sounds (“Alexa Alarms”):

(a) You will provide to Amazon music, voice recordings, other sound files, graphics, images, videos, URLs, and any other creative materials for the Alexa Alarms in accordance with the timelines as indicated by Amazon in writing (email is sufficient). Amazon will review the implementation of the Alexa Alarms with You prior to the applicable Start Date, but the implementation of the Alexa Alarms will be determined by Amazon. Delayed submission of creative materials of any Alexa Alarms by You may affect the start date and campaign length, and You are still responsible for the media purchased pursuant to the IO.

(b) As between the parties, You will own all right, title, and interest in all Alexa Alarms. However, You agree that You will license the Alexa Alarms and Your applicable trade names, trademarks, service names, and other proprietary marks and/or copyrightable materials related to the Alexa Alarms to Amazon to make the Alexa Alarm available on Alexa, including the right to sublicense the Alexa Alarm to third parties developing devices that are compatible with the Alexa Voice Service for use on those devices for at least two (2) years from the data of the Alexa Alarms’ initial launch and publication on Alexa and/or the Alexa Voice Service, subject to You providing 60 days written notice to Amazon that You will be terminating said license. Amazon may remove the Alexa Alarms from the Alexa Voice Service if Amazon determines that the Alexa Alarm does not comply with law or otherwise does not provide a positive customer experience in Amazon’s sole reasonable discretion. For the purposes of clarity, Amazon and its Affiliates may include the Alexa Alarms in its marketing of Alexa and/or the Alexa Voice Service, including but not limited to marketing featuring third party devices compatible with the Alexa Voice Service, during the license period.

(c) Delivery, Reporting, and Invoicing. The Alexa Alarms will be served by Amazon (third party tracking will not be allowed). Alexa Alarm interactions are unguaranteed. The following sections of the IAB Terms will not apply to the Alexa Alarms: II(d) (Editorial Adjacencies), IV(Reporting), VI (Makegoods), VII (Bonus Impressions), IX(e) (No Modification, with respect to resizing Ads only) and XIII (Third Party Ad Serving and Tracking).

The following terms apply to any custom and/or sponsorship placements or executions and any influencer program in addition to any other applicable product specific terms set forth in the IO (and, to the extent there is a conflict with any other applicable product specific terms, these Custom and Sponsorship Executions and/or Influencer Programs terms shall control):​):

1. Cancellation. The IO is non-cancellable.
2. Creative.
1. You will provide to Amazon actionable text, graphics, logos, and URLs for the placements to be created by Amazon in accordance with the timeline as indicated by Amazon in writing (email is sufficient). Amazon will review the design, implementation, location and content of the placements with You prior to the applicable Start Date, but the design, implementation, location and content of the placements will be determined by Amazon. Delayed submission of creative materials or approval of the content of any Ads may affect the start date and campaign length, and You are still responsible for the media purchased pursuant to the IO. Amazon does not allow the use of trademark and copyright symbols and notices, including on H1 placements; any such symbols and notices may be removed in Amazon’s sole discretion.
2. You hereby grant to Amazon during the term a non-exclusive worldwide license to use, reproduce, transmit, display, perform, store, copy, and distribute Your trade names, trademarks, service names and other proprietary marks and/or copyrightable materials solely as is necessary to perform Amazon’s obligations under the IO.
3. Sponsored (Co-produced) Video placements (“Co-Produced Video Content”), if any. As between the parties, Amazon will own all right, title, and interest in all Co-Produced Video Content in connection with or for the purpose of any Ads set forth in the IO. Amazon grants You a non-exclusive, limited license to use the Co-Produced Video Content on websites and social media channels owned and/or operated by You in accordance with the IO; provided that any such use of Co-Produced Video Content containing Amazon Trademarks will be subject to Amazon’s prior written approval.
3. (c) Delivery, Reporting, and Invoicing. Custom and/or Sponsorship deliverables are unguaranteed, and will be billed on a flat fee basis. Quantities specified in the IO, if any, are only estimates. Delivery, reporting, and billing for such placements will be based on Amazon measurement only.
1. Online Placements. All online placements for custom and/or sponsorship executions will be served by Amazon. Third party tracking is not available unless otherwise indicated by Amazon. If, at the time of the parties’ execution of the IO, specific dates of any takeover placement have not been determined, such dates will be subject to Amazon’s inventory availability.
2. Offline Elements. Except as otherwise indicated by Amazon in writing, the following sections of the IAB Terms will not apply to Offline Elements: II(d) (Editorial Adjacencies), IV(Reporting), VI (Makegoods), VII (Bonus Impressions), IX(e) (No Modification, with respect to resizing Ads only) and XIII (Third Party Ad Serving and Tracking). For the purposes of these Terms, “Offline Elements” will refer to all physical, non-digital, or out-of-home placements or services. For clarity, all Offline Elements will be deemed “Ads” within the meaning of the IAB Terms. Amazon will use reasonable efforts to display and distribute the Offline Elements only during the campaign dates specified in the IO, unless otherwise mutually agreed. Amazon will not be responsible for failure to produce, display, or distribute, as applicable, the Offline Elements during such period(s) if You do not deliver all necessary materials to Amazon by the dates specified in accordance with Section b(i) above. Except as otherwise specified in the IO, the timing, use, manner, scope, and duration of delivery of the Offline Elements will be determined by Amazon in its sole discretion. Reporting provided by Amazon will be limited and may consist of delivered quantity only, if applicable. You understand and agree that Amazon will not provide any other reporting.
4. Twitch Third Party Sponsors. Amazon may appoint third parties as co-sponsors for any Twitch events. Amazon shall have the sole discretion to determine such third party sponsorships. Amazon may generally communicate to the public Your participation as a Sponsor under the Agreement, provided, however, that neither party may issue a press release concerning such sponsorship without the other party’s prior written approval.
5. Flex Spend Media. Subsequent to the parties’ execution of the IO, parties may determine specific placements to be purchased for any Flex Spend Media placements specified in the IO. The parties agree that the IO may need to be revised, as applicable, subject to the specific placements that will be purchased as part of the Flex Spend Media.
6. Case Studies. Amazon may present You with a draft case study for Your approval related to the performance of the placements in the IO. Amazon may publish said case study upon receipt of Your written approval (email is sufficient), which shall not be unreasonably withheld or delayed.
7. Trademarks. Any Custom and/or Sponsorship deliverables containing Amazon Trademarks will be subject to Amazon’s prior written approval in accordance with the terms set forth in the “Use of Amazon Logos, Trademarks or Content in Creative” section of these Additional Terms & Conditions.

Amazon Live executions

The following terms apply to all Amazon Live executions (and, to the extent there is a conflict with any other applicable product specific terms, these Amazon Live terms shall control):

1. Cancellation. The IO is non-cancellable.
2. Creative.
1. You will provide to Amazon all necessary creative materials for inclusion in a livestream, including talking points, disclaimers, video, graphics, and/or logos for the livestream segments to be created by Amazon in accordance with the timeline as indicated by Amazon in writing (email is sufficient). Amazon will provide You with a livestream segment overview for Your review in advance of the livestream date and You may provide Amazon with one round of notes. All notes will be incorporated into the final segment by Amazon. The final design, implementation, and location of livestream placements will be determined by Amazon. Delayed submission of creative materials or approval of the overview may affect the livestream date, and You are still responsible for the media purchased pursuant to the IO. Amazon does not allow the use of trademark and copyright symbols and notices, including on H1 placements; any such symbols and notices may be removed in Amazon’s sole discretion.
2. You hereby grant to Amazon during the term a non-exclusive worldwide license to use, reproduce, transmit, display, perform, store, copy, and distribute Your trade names, trademarks, service names and other proprietary marks and/or copyrightable materials (collectively, “Your Marks”) solely as is necessary to perform Amazon’s obligations under the IO.
3. Amazon Live Produced Content
1. Amazon Live Produced Content. Only those portions of a livestream created solely for advertiser and featuring only advertiser brands and products will be delivered to You as “Amazon Live Produced Content”. Only Amazon Live Produced Content will be cleared for use off-Amazon in accordance with the license below.
2. License to use Amazon Live Produced Content. As between the parties, Amazon will own all right, title, and interest in all Amazon Live Produced Content in connection with or for the purpose of any Ads set forth in the IO. Amazon grants You a non-exclusive, limited, revocable license to use the Amazon Live Produced Content on websites and social media channels owned and/or operated by You in accordance with the IO; provided that (a) any such use of Amazon Live Produced Content containing Amazon Trademarks will be subject to Amazon’s prior written approval, and (b) You will not use the Amazon Live Produced Content in a manner that constitutes a direct endorsement by individuals depicted therein or by Amazon of your products or services and You will take down such content after after the earlier of (i) six months after the first livestream of the Amazon Live Produced Content or (ii) as otherwise requested by Amazon in writing (email is sufficient). Advertiser is responsible for including all necessary FTC and other disclosures in connection with Amazon Live Produced Content used in accordance with this section.
3. Upon Amazon’s prior written consent, Amazon Live Produced Content may be repurposed by You for other Amazon Ads campaigns.
4. You grant Amazon the right to use Your Marks, solely as they appear in the Amazon Live Produced Content, in its marketing of the Amazon Live service.
4. Amazon Live Influencer Streams. Amazon Live Influencer Streams is a beta product, will be served by Amazon and are provided “AS IS”. The forecasting, availability, function, technical specifications, may vary and the impression amounts or share of voice (SOV) specified in the IO, if any, are only estimates and unguaranteed. Third party tracking is not available unless otherwise indicated by Amazon. If third party tracking opportunities are provided by Amazon, related placements and impressions will be billed solely based on Amazon’s reports and numbers. You agree to allow Amazon to reproduce, publish, or otherwise use Your Ads, logo, business name, and any other elements of the campaign covered under the IO (e.g., performance data) associated with your use of this product as a case study or collateral materials (e.g. slide presentations) to demonstrate the effectiveness of Amazon’s products.
1. Amazon Live Influencer Streams are governed by the Amazon Live Community Policy (“Community Policy”), in addition to this IO. All content, messages, text, sound, images, applications, code or other data or materials that are created, streamed, performed, transmitted or recorded by influencers in connection with Amazon Live Influencer Streams ("Influencer Content") are: (i) user-generated content; and (ii) Amazon's Advertising Materials, subject to the terms below.
2. Influencer Content is subject to the Community Policy. Any Influencer Content that is reported to Amazon to be in violation of the Community Policy shall be removed by Amazon in accordance with its moderation policies. In the event Influencer Content is removed for a violation of the Community Policy, Your sole remedy shall be to seek a makegood pursuant to the terms of the IO.
3. Amazon represents and warrants that the Influencer Content on websites and social media channels owned and/or operated by Amazon shall make applicable disclosures as required under the rules and regulations regarding native advertising promulgated by the United States Federal Trade Commission ("FTC Rules"). Notwithstanding any provision in the IO to the contrary, Amazon makes no other representations or warranties with respect to the Influencer Content. For clarity, except with the representation and warranty specifically set forth at the beginning of this paragraph, any indemnification obligation on Amazon as set forth in the IO shall not apply to the Influencer Content.
4. License to use Amazon Live Influencer Streams. Amazon grants You a non-exclusive, limited, revocable license to use the Amazon Live Influencer Streams on websites and social media channels owned and/or operated by You in accordance with the IO; provided that (a) any such use of Amazon Live Influencer Streams containing Amazon Trademarks will be subject to Amazon’s prior written approval, and (b) You will not use the Amazon Live Influencer Streams in a manner that constitutes a direct endorsement by individuals depicted therein or by Amazon of your products or services and You will take down such content after the earlier of (i) six months after the first livestream of the Amazon Live Influencer Streams or (ii) as otherwise requested by Amazon in writing (email is sufficient). Any additional usage rights must be approved in writing by Amazon.
5. No Exclusivity. Amazon Live livestreams will feature other relevant brands and products. Unless expressly approved in writing by Amazon, category exclusivity is not available during an Amazon Live livestream. Similarly, talent featured in Amazon Live Produced Content will not be exclusive to Your execution unless expressly agreed in writing by Amazon.
6. Delivery, Reporting, and Invoicing. Amazon Live deliverables are unguaranteed, and will be billed on a flat fee basis. Quantities specified in the IO, if any, are only estimates. Delivery, reporting (if provided), and billing for such placements will be based on Amazon measurement only and reporting (if provided) will be cumulative upon completion of the campaign.
1. Online Placement. All online placements for Amazon Live executions will be served by Amazon. Third party tracking is not available unless otherwise indicated by Amazon. If, at the time of the parties’ execution of the IO, specific dates of any takeover placement have not been determined, such dates will be subject to Amazon’s inventory availability.
7. Case Studies. Amazon may present You with a draft case study for Your approval related to the performance of the placements in the IO. Amazon may publish said case study upon receipt of Your written approval (email is sufficient), which shall not be unreasonably withheld or delayed.
8. Trademarks. Any Amazon Live deliverables containing Amazon Trademarks will be subject to Amazon’s prior written approval in accordance with the terms set forth in the “Use of Amazon Logos, Trademarks or Content in Creative” section of these Additional Terms & Conditions.

Thursday Night Football Guaranteed Campaigns (“TNF Campaigns”)

The following terms apply to TNF Campaigns in addition to any other applicable product specific terms set forth in the IO (and to the extent there is a conflict with any other applicable product specific terms, these TNF Campaigns terms shall control):

1. Cancellation. The IO is non-cancellable.
2. Delivery, Reporting, and Invoicing.
1. Delivery. All TNF Campaign placements will be served by Amazon within Amazon’s TNF broadcasts on Prime Video, Twitch, local broadcast, and out of home. Except as set forth in these terms or as otherwise indicated by Amazon, third-party tracking is not available. Any impressions set forth in this IO are guaranteed at the 2022 TNF season level against Nielsen P2+ estimates, although Amazon will make commercially reasonable efforts to serve TNF Campaign placements impressions against the agreed upon media plan. Any game level impression quantities specified in the IO are only estimates.
2. Reporting. Amazon will report only total audience impressions delivered for total P2+ audience impressions as measured by Nielsen DTVR.
3. Invoicing and Payment Schedule. TNF Campaign purchases will be billed on a flat fee basis. Invoices will be sent by Amazon at the end of each month of the TNF Campaign for the placements scheduled to be served in that month per the media plan.
3. Late Creative. Advertising Materials for TNF Campaigns must be received as indicated by Amazon in writing (email is sufficient). Delayed submission of Advertising Materials may affect the start date and campaign length, and Advertiser shall still be responsible for the media purchased pursuant to the IO.

Product Sampling

a. Cancellation. The IO is non-cancellable.

b. Samples. Amazon and/or its affiliates (collectively, “Amazon”) will distribute or deliver the product samples (the “Samples”) as set forth in the IO during the IO campaign dates. No later than the date specified by Amazon, Advertiser will deliver to Amazon at the location(s) designated by Amazon and at Advertiser’s expense, all Samples to be delivered or distributed by Amazon. Amazon will not be responsible for failure to deliver or distribute the Samples during such dates if Advertiser does not deliver Samples to Amazon by the specified date, and Advertiser is still responsible for the Sample program costs and Ads purchased pursuant to the IO. All Samples will be subject to Amazon’s reasonable approval prior to and upon Amazon’s receipt. Amazon may decline to accept Samples for any reason and Amazon may cease shipments of Samples at any time in its sole discretion, provided, however, that Advertiser will not be liable for costs related to the delivery of Ads after such cancellation date. Amazon will not be liable for returning any unused Samples to Advertiser. Except as otherwise specified in the IO, the timing, use, manner, scope, and duration of delivery of the Samples will be determined by Amazon. Advertiser will comply with the terms of its Vendor Terms and Conditions or Business Solutions Agreement, if any, including the Program Policies defined therein, with respect to the Samples.

c. Title to Samples. Advertiser represents that it has title to each Sample to be delivered or distributed by Amazon pursuant to the IO, and will retain title to such Sample until it is delivered to the customer (at which point, customer will have title to such Sample).

d. Representations, Warranties and Covenants. Advertiser represents, warrants and covenants to Amazon that: (a) Advertiser has the right to provide the Samples for the intended purpose set forth in the IO and that the Samples are free from lien and claims of third parties, genuine, and free from defects in design and/or manufacture, material and workmanship; (b) all materials and other items incorporated into the Samples are new (not refurbished or reconditioned), unless Advertiser has received Amazon’s prior written consent otherwise; (c) the Sample information and Sample packaging and labeling is true, accurate and complete, and the Samples, Sample packaging, and Amazon’s performance of the IO will not violate any third party’s rights (including, without limitation, and intellectual property rights); (d) Advertiser will comply with all applicable laws and rules relating to the Samples (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, or otherwise deal in any Sample), and the Samples, Sample information, Sample production, packaging, labeling, and import documentation (if applicable) will comply with all applicable laws and rules; (e) the Samples are suitable for its intended use and purpose and may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions Advertiser discloses and Amazon consents to in writing in advance of shipment to Amazon; (f) no Sample is, or contains ingredients that are, regulated as a controlled drug or substance, or is listed as a regulated chemical; (g) no Samples will be provided that are regulated as a hazardous or dangerous product or material; and (h) the Samples were produced, manufactured, assembled, and packaged in compliance with all applicable labor, wage, and hour laws and rules (including the U.S. Fair Labor Standards Act, if applicable), and no Samples were produced, manufactured, assembled, or packaged by forced, prison or child labor (defined as age 15 or the minimum working age within the applicable jurisdiction, whichever is older).

e. Indemnification. Without limitation to any other indemnification obligations, Advertiser will indemnify, defend, reimburse and hold harmless Amazon and its respective officers, directors, employees, and agents against any third party claim, liability, loss, damage, cost or expense (including reasonable legal fees) (each, a “Claim”, and collectively, the “Claims”) arising from or relating to: (1) with respect to any sales, use, personal property, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority to the extent such taxes or fees are: (i) assessed on Amazon as a result of inventories of Samples (A) held by Amazon, and/or (B) delivered as contemplated hereunder; and (ii) Advertiser’s primary legal obligation, and (2) (i) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Sample; (ii) any Sample recall or investigation; (iii) any infringement or misappropriation of any proprietary right by any Sample, Sample information, or other content provided by Advertiser and/or Agency; (iv) Advertiser’s and / or Agency’s negligence or intentional misconduct; (v) Advertiser’s breach of these terms; (vi) any Sample-related issue for which Advertiser or Amazon is strictly liable; or (vii) Advertiser’s failure to state accurate Sample descriptions, adequate warnings, or instructions. Advertiser will not consent to the entry of a judgment or settle any Claim without the Amazon or its applicable Affiliate’s prior written consent. Advertiser will use counsel reasonably satisfactory to the Amazon parties, and the Amazon parties will cooperate in the defense at Advertiser’s expense. If any Amazon party reasonably determines that any Claim might have an adverse effect, that Amazon party may take control of the defense at its expense (without limiting Advertiser’s indemnification obligations).

f. Trademark Usage Guidelines. The Trademark Usage Guidelines posted here (the “Guidelines”) apply to Advertiser’s use of the Amazon trademarks, service marks, trade names, logos or designs as provided by Amazon to Advertiser (the “Amazon Marks”) in materials that have been approved in advance by Amazon. Strict compliance with these Guidelines is required at all times, and any use of the Amazon Marks in violation of these Guidelines will automatically terminate any license related to Advertiser’s use of the Amazon Marks. Subject to the terms and conditions of the IO and conditioned upon Advertiser’s compliance with the Guidelines, Amazon grants Advertiser a limited, non-exclusive, non-transferable, non-assignable, revocable right and license to use the Amazon Marks solely as directed or approved in writing by Amazon and during the term of the IO unless otherwise specified by Amazon. Advertiser may not use the Amazon Marks except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use any Amazon Marks. For the avoidance of doubt, Advertiser must receive prior written approval from Amazon for any use of the Amazon Marks. Upon the termination or expiration of the IO, or upon revocation of the license by Amazon, Advertiser shall immediately cease and discontinue all further use of the Amazon Marks.

Other Terms

Notwithstanding the delivery specifications that may be set forth on the IO, You agree that, in an effort to reach Your performance and/or delivery goals, Amazon may optimize frequency capping, day parting, targeting, and/or exchange creatives as well as shift impressions and shift budget across placements in the media plan in its sole discretion.

Advertiser Audiences

To the extent you bring your own audiences to Amazon by using Hashed Audiences, Amazon’s remarketing or conversion pixels, or a party that manages your audience data or otherwise provides audience data services to you, you additionally agree to the Advertiser Audiences terms found here.

Deduct From Payment

You may notify Amazon (in writing, email is sufficient) that You elect to pay for any amounts due under the IO by offsetting and deducting such amounts against valid payable invoices for the purchase of physical or digital products from You by Amazon’s applicable retail affiliate (i.e., Amazon Deduct from Payment or “DFP”), and such amounts will be deducted within 30 days after any applicable invoice for the IO is sent by Amazon to You. If the foregoing payment method is unavailable (e.g., because of insufficient retail receivables or otherwise), Amazon will notify and invoice You, and You will promptly pay Amazon in accordance with the IO.

Flat Fee Placements

Impressions for any flat fee placements are unguaranteed and the impression amounts specified in the media plan, if any, are only estimates. You will be responsible for the total price specified for each applicable flat fee placement, regardless of actual delivery.

Mobile Measurement Partner (MMP) Integration

The parties may agree to use an approved mobile measurement partner (MMP) for the campaign. As such, You authorize Amazon to share campaign data derived from the performance of the IO (“Campaign Data”) with the mutually agreed upon MMP as necessary to facilitate ad conversion tracking in connection with the IO. To the extent notification of conversion events are enabled from the MMP to Amazon, Amazon may use data from such notifications solely for (a) optimizing Your campaign(s), (b) reporting to You, and (c) Amazon’s internal reporting, internal analysis, forecasting campaign performance, and optimization of its ad systems. Amazon will not resell, rent, lease or sublicense such notification data to any third party. You acknowledge and agree that Amazon will only be able to report on conversion events to the extent the MMP shares such notification data with Amazon, and that any discrepancy between the campaign cost data reported by the MMP and the cost data identified by Amazon will be resolved in favor of Amazon for purposes of payment under the IO. You further agree that You will not (i) associate any Campaign Data with any personally identifiable information (as defined by applicable law) of any individual, (ii) attempt to derive any personally identifiable information of any individual from any Campaign Data, (iii) use any Campaign Data to target an individual, browser, or device, or (iv) append any Campaign Data to a non-public profile regarding a user, browser or device.

Rich Media

Any Javascript libraries or other software utilized by You, or by Amazon at Your direction, to display rich media Ad placements under the IO are Your Advertising Materials.

Twitch (www.twitch.tv)

Please visit http://twitchadvertising.tv for Twitch Ad product specifications and policies.

a. Any mechanism or functionality that tracks or collects information regarding users of Twitch’s Site (e.g., cookies, pixels, beacons, or other methods) is subject to Amazon Policies and Twitch’s technical approval. Twitch may remove or disable any such mechanism or functionality at Twitch’s sole discretion. For clarity, such mechanisms or functionality may not be used for repurposing.

b. For any Advertising Materials that are custom produced by Amazon/Twitch for You under the IO ("Custom Production”), the parties agree that the following additional terms shall apply: (1) You agree to provide any approvals or requests for changes regarding Advertising Materials for any Custom Production to Amazon/Twitch at least five (5) days prior to the scheduled broadcast of the Custom Production. Amazon/Twitch shall have no obligation to include any changes provided to Amazon/Twitch less than five (5) days prior to the scheduled broadcast; and (2) if Amazon incurs any costs or expenses for any Custom Production prior to the cancellation of an IO (“Production Expenses”), You will reimburse Amazon upon invoice for such Production Expenses in the event of the cancellation of the IO.

c. Twitch ad products will be billed as set forth in the IO. Impressions for flat fee or fixed fee items are estimated and not guaranteed. No makegoods will be available for these estimated impressions.

d. Bounty Board. Billing will be based on Amazon’s ad server measurement on a cost-per-view basis. In the event of cancellation by You without cause, You will remain liable to Amazon for amounts due to any influencers that accepted an Advertiser bounty prior to cancellation.

1. Bounty Board is governed by the Twitch’s Terms of Services (“ToS”), in addition to this IO. All content, messages, text, sound, images, applications, code or other data or materials that are created, streamed, performed, transmitted or recorded by influencers in connection with Bounty Board (“Bounty Board Content”) are: (i) User Content (as that term is defined in the ToS); and (ii) Amazon’s Advertising Materials, subject to the terms below.
2. Bounty Board Content is subject to the Community Guidelines set forth in the ToS. Any Bounty Board Content that is reported to Amazon to be in violation of the Community Guidelines shall be removed by Amazon in accordance with its moderation policies. In the event Bounty Board Content is removed for a violation of the Community Guidelines, Your sole remedy shall be to seek a makegood pursuant to the terms of the IO.
3. Amazon represents and warrants that the Bounty Board Content shall make applicable disclosures as required under the rules and regulations regarding native advertising promulgated by the United States Federal Trade Commission (“FTC Rules”). Notwithstanding any provision in the IO to the contrary, Amazon makes no other representations or warranties with respect to the Bounty Board Content. For clarity, except with the representation and warranty specifically set forth at the beginning of this paragraph, any indemnification obligation on Amazon as set forth in the IO shall not apply to the Bounty Board Content.

In addition to any applicable Global Terms, the following terms apply only to the regions indicated:

Canada

The following Terms apply to placements purchased through Amazon Advertising Canada, Inc.

Goodreads (www.goodreads.com)

a. Cancellation. Goodreads placements are cancellable by Amazon with 24 hours’ written notice to You in writing (email is sufficient).

b. Delivery. Ads will be served by Amazon and any delivery, reporting, and billing for such placements will be based on Amazon measurement only. Third party tracking is not available unless otherwise indicated by Amazon.

c. Specific Product Terms. The Homepage Roadblock, Enhanced Book Page placements, Personal Selection Email, General Interest Newsletter, and/or New Releases Newsletter placements are unguaranteed and subject to inventory availability, and will be billed on a flat fee basis. Impression amounts specified in the IO, if any, are only estimates. Email and/or newsletter placement reporting will be limited to the total number of emails/newsletters that were sent and opened, and click-through rates only.