API Partner Policy. Subject to our consent (which we may withdraw at any time), Customer may authorize another entity (“API Partner”) to access the Ad Services on Customer’s behalf during the Term through an application program interface made available by Amazon or other similar means as we may designate from time to time. Customer will ensure its API Partner abides by all confidentiality obligations and use and disclosure restrictions applicable to Customer under the Agreement (including with respect to Ad Services Data). Customer is responsible for the activities of its API Partner. This policy will survive termination of the Agreement.
Registration; Customer Information Policy. To use the Advertising Console, Customer must complete the registration process for the Advertising Console established by us. We may reject Customer’s registration for any reason. Customer will ensure that the information it provides during the Advertising Console registration process and otherwise associated with its account is at all times complete, accurate, and up-to-date. Customer authorizes us (and will provide us documentation evidencing its authorization upon our request) to verify Customer information (including any updated information) and to obtain credit reports about Customer from time to time. Any personal data you provide us will be handled in accordance with Amazon’s Privacy Notice.
Beta Features Policy. Advertising Console features identified as "Beta" or otherwise as being experimental or unsupported ("Beta Features") are provided “AS IS” and Customer’s use of them is at its option and risk. Unless we agree otherwise, Customer may not disclose to any third party any information about Beta Features (including their existence or how to access them) and may not use Beta Features or any information about them for any purpose other than the specific purpose for which they are provided.
Fees Policy. We may require that Customer provide us with valid credit card information from a credit card acceptable by us (“Customer Credit Card”). Customer authorizes us to obtain credit authorizations from Customer’s credit card issuer.
At our option, we may require that Customer pay Fees on a periodic basis (e.g., weekly or monthly) or following the achievement of performance thresholds established by us. For any amounts Customer owes us, we may, in addition to our rights set forth in the Agreement, (i) charge the Customer Credit Card, (ii) invoice Customer for amounts due, in which case Customer will pay the invoiced amount by the due date, or (iii) withhold or offset any amounts that are payable by Customer to us against any payments we or our applicable Affiliate(s) may make to Customer or Customer’s Affiliates (e.g., deduct from payment).
Customer agrees to pay us such Fee amounts in the applicable local currency charged or invoiced by us, or such other currencies as we and Customer mutually agree from time to time.
We may extend, revise, or revoke credit at any time. We are not obligated to deliver any Ads in excess of any credit limit. Unless otherwise agreed by us in advance in writing, Customer may not offset any payment due under the Agreement against any other payment to be made under the Agreement.
Tax Policy. Each party is 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 Customer are exclusive of applicable taxes and duties, including VAT, GST/HST/QST, and applicable sales tax (collectively, “Taxes”).
Each party should raise a valid tax invoice, under applicable law(s) and regulations within the prescribed time limit. The taxes should be separately stated on such valid tax invoice.
If Customer is legally entitled to an exemption from any sales, use, or similar transaction tax, Customer is responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction, as well as other documentation that we may reasonably request. We will apply the tax exemption certificates to charges under Customer’s account occurring after the date we receive the tax exemption certificates.
If any deduction or withholding of taxes or levies or any similar amount that is required by Law, Customer will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding of taxes or levies or any similar amount, equals the amount we would have received if no deduction or withholding of taxes or levies or any similar amount had been required. Additionally, Customer will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. We will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes or levies or any similar amount in respect of payments made under this Agreement. Customer agrees that in the event the tax law requires Customer to register in accordance with the applicable statute, Customer shall promptly complete such registration and shall at all times remain compliant with and responsible in respect of such statute. Customer agrees to promptly share the registration number or other unique id/number with Amazon to enable Amazon to undertake relevant compliances.
Amazon reserves the right to request additional information and to confirm the validity of any account information (including without limitation Customer’s VAT registration number) from Customer or government authorities and agencies as permitted by law and Customer hereby irrevocably authorizes Amazon to request and obtain such information from such government authorities and agencies. Further, Customer agrees to provide any such information to us upon request.
Amazon reserves the right to charge Customer any applicable unbilled VAT if Customer provides a VAT registration number or evidence of being in business that is determined to be invalid.
This policy will survive termination of the Agreement.
The following applies to the extent the Elected Country is Brazil:
Taxes: For the purpose of this Agreement, “Taxes” mean all taxes, fees, contributions of any kind, and others, as defined by the Brazilian tax law, irrespective of whether they refer to Federal, State or City level, applicable, direct or indirectly, imposed in connection with this Contract or its execution.
The amounts set forth in this Agreement, as well as other amounts hereof indicated, shall include all applicable Taxes as of its signature date. The Tax amount and other potential penalties associated to it, applicable and required by the Brazil taxing authorities of any level, shall be borne and paid accordingly by the taxpayer determined by Brazil law, without the right of reimbursement.
For the avoidance of doubt, all fees payable by Customer are inclusive of applicable Taxes. Customer should raise a valid tax invoice under applicable Brazil laws and regulations within the prescribed limits. The Taxes should be separately stated on such valid tax invoice.
If any deduction or withholding of taxes or levies or any similar amount that is required by Law, Customer will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding of taxes or levies or any similar amount, equals the amount we would have received if no deduction or withholding of taxes or levies or any similar amount had been required.
In case of Customer is questioned and/or penalized by Brazilian tax authorities as a result of any action and/or omission committed by the Customer, the Customer shall bear any and all expenses resulting from such investigations and/or inquiries, including, but not limited to, payment of amounts related to taxes, monetary adjustment, interest, penalties of any kind, attorneys' fees and/or external consultants as well as any and all administrative and legal costs arising from any action and/or omission committed by the Customer.
Amazon and Customer agree that in the event of changes in the calculation method and/or payment of the taxes associated to this Agreement, the associated amounts shall be readjusted in order to reflect the effectively occurrence.
Publicity Policy. Except as expressly permitted under the Agreement or in writing by us, Customer will not discuss or reference in any manner (a) “Amazon.com,” Amazon, or any of our or our Affiliates’ other names or trademarks (“Amazon Marks”) or content, products, or services associated with any of the aforementioned entities, (b) the Publishers or Publisher Properties accessible through the Ad Services (except as included in Performance Data disclosed in accordance with Section 6.A of the Agreement), or (c) Customer’s relationship with us under this Agreement in any manner in press releases, advertising, sales, or other promotional activities or statements. Amazon may withdraw any permission granted under this paragraph at any time. Customer will not misrepresent or embellish the relationship between the parties in any way. If we grant Customer permission to use the Amazon Marks, we grant Customer a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license during the Term of the Agreement to use only those Amazon Marks that we may make available to Customer solely in connection with Customer’s use of the Ad Services and in strict accordance with our Ad Policies (including any trademark guidelines we make available). Customer will not modify or create derivative works of the Amazon Marks. Amazon retains ownership of the Amazon Marks. Before using Amazon Marks on any materials, Customer must send such materials to Amazon for Amazon’s prior written approval. Customer may not use the Amazon Marks to disparage Amazon or the Ad Services or in a manner which Amazon determines may diminish or otherwise damage or tarnish Amazon’s goodwill in the Amazon Marks. All goodwill arising from Customer’s use of the Amazon Marks will inure to our benefit. Any license granted to Customer in this policy will immediately and automatically terminate (i) upon termination of the Agreement or (ii) if Customer does not comply with any term or condition of the Agreement.