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.
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.
ADVERTISING PRODUCTS
Amazon DSP (formerly "AAP") and 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.
(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”):
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.
The following terms shall apply to all Class I and Amazon DSP placements purchased based on viewable impressions (“Viewability”):
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 (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.
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 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.
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.
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.
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”, 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.
“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.
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):):
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.
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.
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.
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.
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.
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.
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.
The following Terms apply to placements purchased through Amazon Advertising Canada, Inc.
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.
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 Twitch’s technical approval and 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. Impressions for flat fee or fixed fee items are estimated and not guaranteed. No makegoods will be available for these estimated impressions.