Amazon Agreement

7/27/2020 https://sellercentral.amazon.ae/gp/help/external/G201190440?
language=en_AE&ref=efph_G201190440_cont_G521
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Agreement
Amazon Services Business

Solutions Agreement
General Terms
Welcome to Amazon Services Business Solutions, a suite of optional

services for sellers including: Selling on Amazon, Amazon Advertising,
Fulfillment by Amazon, Transaction Processing Services, and the Selling
Partner API.
THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT (THE

"AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN
YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT
BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND AMAZON. BY
REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF
YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND
PROGRAM POLICIES THAT APPLY IN THE ELECTED COUNTRY FOR EACH
SERVICE YOU REGISTER FOR OR ELECT TO USE.
As used in this Agreement, "we," "us," and "Amazon" means the applicable
Amazon Contracting Party and any of its applicable Affiliates, and "you"
means the applicant (if registering for or using a Service as an individual), or
the business employing the applicant (if registering for or using a Service as
a business) and any of its Affiliates. Capitalized terms have the meanings
given to them in this Agreement. If there is any conflict between these
General Terms and the applicable Service Terms and Program Policies, the
General Terms will govern and the applicable Service Terms will prevail over
the Program Policies.
1. Enrollment.
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To begin the enrollment process, you must complete the registration process
for one or more of the Services. Use of the Services is limited to parties that
can lawfully enter into and form contracts under applicable Law (for
example, the Elected Country may not allow minors to use the Services). As
part of the application, you must provide us with your (or your business')
legal name, address, phone number and e-mail address, as well as any other
information we may request. Any personal data you provide to us will be
handled in accordance with Amazon’s Privacy Notice.
2. Service Fee Payments; Receipt of Sales Proceeds.

Fee details are described in the applicable Service Terms and Program
Policies. You are responsible for all of your expenses in connection with this
Agreement. To use a Service, you must provide us with valid bank account
information for a bank account or bank accounts acceptable by Amazon
(where you agree that conditions for acceptance may be modified or
discontinued by us at any time without notice) ("Your Bank Account") and as
we specify, you must also provide us with valid credit card information from
a credit card or credit cards accepted by Amazon (“Your Credit Card”). You
will use only a name you are authorized to use in connection with a Service
and will update all of the information you provide to us in connection with
the Services as necessary to ensure that it at all times remains accurate,
complete, and valid. You authorize us (and will provide us documentation
evidencing your authorization upon our request) to verify your information
(including any updated information), to obtain credit reports about you from
time to time, to obtain credit authorizations from the issuer of Your Credit
Card, and to charge Your Credit Card or debit Your Bank Account for any
sums payable by you to us (in reimbursement or otherwise). All payments to
you will be remitted to Your Bank Account through a banking network or by
other means specified by us.
If we determine that your actions or performance may result in returns,

chargebacks, claims, disputes, violations of our terms or policies, or other
risks to Amazon or third parties, then we may in our sole discretion
withhold any payments to you for as long as we determine any related
risks to Amazon or third parties persist. For any amounts that we
determine you owe us, we may (a) charge Your Credit Card or any other
payment instrument you provide to us; (b) offset any amounts that are
payable by you to us (in reimbursement or otherwise) against any
payments we may make to you or amounts we may owe you; (c) invoice
you for amounts due to us, in which case you will pay the invoiced
amounts upon receipt; (d) reverse any credits to Your Bank Account (and
you give us express permission to do so); or (e) collect payment or
reimbursement from you by any other lawful means. If we determine that
your account has been used to engage in deceptive, fraudulent, or illegal
activity, or to repeatedly violate our Program Policies, then we may in our

sole discretion permanently withhold any payments to you. Except as
provided otherwise, all amounts contemplated in this Agreement will be
expressed and displayed in the Local Currency, and all payments
contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the
performance of your obligations under this Agreement or to mitigate the
risk of returns, chargebacks, claims, disputes, violations of our terms or
policies, or other risks to Amazon or third parties. These amounts may be
refundable or nonrefundable in the manner we determine, and failure to
comply with terms of this Agreement, including any applicable Program
Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction
limits on some or all customers and sellers relating to the value of any
transaction or disbursement, the cumulative value of all transactions or
disbursements during a period of time, or the number of transactions per
day or other period of time. We will not be liable to you: (i) if we do not
proceed with a transaction or disbursement that would exceed any limit
established by us for a security reason, or (ii) if we permit a customer to
withdraw from a transaction because the Amazon Site or a Service is
unavailable following the commencement of a transaction.
3. Term and Termination.

The term of this Agreement will start on the date of your completed
registration for use of a Service and continue until terminated by us or you
as provided below. You may at any time terminate your use of any Service
immediately on notice to us via Seller Central, email, the Contact Us form, or
similar means. We may terminate your use of any Services or terminate this
Agreement for convenience with 30 days’ advance notice. We may suspend
or terminate your use of any Services immediately if we determine that (a)
you have materially breached the Agreement and failed to cure within 7 days
of a cure notice unless your breach exposes us to liability toward a third
party, in which case we are entitled to reduce, or waive, the aforementioned
cure period at our reasonable discretion; (b) your account has been, or our
controls identify that it may be used for deceptive or fraudulent, or illegal
activity; or (c) your use of the Services has harmed, or our controls identify
that it might harm, other sellers, customers, or Amazon’s legitimate
interests. We will promptly notify you of any such termination or suspension
via email or similar means including Seller Central, indicating the reason and
any options to appeal, except where we have reason to believe that
providing this information will hinder the investigation or prevention of
deceptive, fraudulent, or illegal activity, or will enable you to circumvent our
safeguards. On termination of this Agreement, all related rights and

obligations under this Agreement immediately terminate, except that (d) you
will remain responsible for performing all of your obligations in connection
with transactions entered into before termination and for any liabilities that
accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7,
8, 9, 11, 14, 15, and 18 of these General Terms survive.
4. License.
You grant us a royalty-free, non-exclusive, worldwide, right and license for
the duration of your original and derivative intellectual property rights to
use any and all of Your Materials for the Services or other Amazon product
or service, and to sublicense the foregoing rights to our Affiliates and
operators of Amazon Associated Properties; provided, however, that we will
not alter any of Your Trademarks from the form provided by you (except to
re-size trademarks to the extent necessary for presentation, so long as the
relative proportions of such trademarks remain the same) and will comply
with your removal requests as to specific uses of Your Materials (provided
you are unable to do so using standard functionality made available to you
via the applicable Amazon Site or Service); provided further, however, that
nothing in this Agreement will prevent or impair our right to use Your
Materials without your consent to the extent that such use is allowable
without a license from you or your Affiliates under applicable Law (e.g., fair
use under copyright law, referential use under trademark law, or valid license
from a third party).
5. Representations.
Each party represents and warrants that: (a) if it is a business, it is duly
organized, validly existing and in good standing under the Laws of the
country or territory in which the business is registered and it holds and will
maintain all applicable registrations and other authorizations needed to
conduct business in that country or territory and you are not under any
restriction that prevents you from conducting business in that country or
territory; (b) it has all requisite right, power, and authority to enter into this
Agreement, perform its obligations, and grant the rights, licenses, and
authorizations in this Agreement; (c) any information provided or made
available by one party to the other party or its Affiliates is at all times
accurate and complete; (d) it is 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; and (e) it will comply with all applicable Laws in performance of
its obligations and exercise of its rights under this Agreement.
6. Indemnification.
6.1 Your indemnification obligations. You will defend, indemnify, and hold
harmless Amazon, and our officers, directors, employees, and agents, against
any third-party claim, loss, damage, settlement, cost, expense, or other
liability (including, without limitation, attorneys’ fees) (each, a “Claim”)
arising from or related to (a) your non-compliance with applicable Laws; (b)
any of Your Sales Channels other than Amazon Sites and Amazon Associated
Properties, Your Products, including their offer, sale, fulfillment (except to
the extent attributable to the FBA Service), refund, cancellation, return or
adjustments thereof, Your Materials, any actual or alleged infringement of
any Intellectual Property Rights by any of the foregoing, and any personal
injury, death (to the extent the injury or death is not caused by Amazon), or
property damage related thereto; (c) Your Taxes and duties or the collection,
payment, or failure to collect or pay Your Taxes or duties, or the failure to
meet tax registration obligations or duties; or (d) actual or alleged breach of
any representations you have made.
6.2 Amazon’s indemnification obligations. Amazon will defend, indemnify,

and hold harmless you and your officers, directors, employees, and agents
against any third-party Claim arising from or related to: (a) Amazon’s non-
compliance with applicable Laws; or (b) allegations that the operation of an
Amazon store infringes or misappropriates that third party’s intellectual
property rights.
6.3 Process. If any indemnified Claim might adversely affect us, we may, to
the extent permitted by applicable Law, voluntarily intervene in the
proceedings at our expense. No party may consent to the entry of any
judgment or enter into any settlement of an indemnified Claim without the
prior written consent of the other party, which may not be unreasonably
withheld; except that a party may settle any claim that is exclusively directed
at and exclusively affects that party.
7. Disclaimer & General Release.

a) THE AMAZON SITES AND THE SERVICES, INCLUDING ALL CONTENT,
SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE
ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED
"AS-IS." AS A USER OF THE SERVICES, YOU USE THE AMAZON SITES, THE
SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY
REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE
SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,

INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED
WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR
NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE AMAZON SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS
OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND
WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING
BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT
MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR
SETTLEMENT OF ANY TRANSACTIONS.
b) BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN

CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A
DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH
PARTICIPANT RELEASES AMAZON (AND ITS AGENTS AND EMPLOYEES)
FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL)
OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND
UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN
ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL
RESPONSIBILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY
OTHER PERSON FOR INDIRECT DAMAGES SUCH AS COST OF COVER,
RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR
AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF
PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF
AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR
DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS
DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN
CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
9. Insurance.
If the gross proceeds from Your Transactions exceed the applicable Insurance
Threshold during each month over any period of three (3) consecutive
months, or otherwise if requested by us, then within thirty (30) days
thereafter, you will maintain at your expense throughout the remainder of

the Term for the Elected Country commercial general, umbrella or excess
liability insurance with the Insurance Limits per occurrence and in aggregate
covering liabilities caused by or occurring in conjunction with the operation
of your business, including products, products/completed operations and
bodily injury, with policy(ies) naming Amazon and its assignees as additional
insureds. At our request, you will provide to us certificates of insurance for
the coverage to the following address: c/o Amazon, P.O. Box 81226, Seattle,
WA 98108-1226, Attention: Risk Management.
10. Tax Matters.

As between the parties, you will be responsible for the collection, reporting,
and payment of any and all of Your Taxes, except to the extent that (i)
Amazon automatically calculates, collects, or remits taxes on your behalf
according to applicable law; or (ii) Amazon expressly agrees to receive taxes
or other transaction-based charges on your behalf in connection with tax
calculation services made available by Amazon and used by you. You agree
to and will comply with the Tax Policies. You will comply with any applicable
tax laws and fulfill all obligations to the tax authorities in a timely and
complete manner. All fees and payments payable by you to Amazon under
this Agreement or the applicable Service Terms are exclusive of any
applicable taxes, deductions or withholding (including but not limited to
cross-border withholding taxes), and you will be responsible for paying
Amazon any of Your Taxes imposed on such fees and any deduction or
withholding required on any payment.
11. Confidentiality and Personal Data.

During the course of your use of the Services, you may receive Confidential
Information. You agree that for the term of the Agreement and 5 years after
termination: (a) all Confidential Information will remain Amazon's exclusive
property except for customer personal data owned by the respective
customer; (b) you will use Confidential Information only as is reasonably
necessary for your participation in the Services; (c) you will not otherwise
disclose Confidential Information to any other Person except as required to
comply with the Law; (d) you will take all reasonable measures to protect the
Confidential Information against any use or disclosure that is not expressly
permitted in this Agreement; and (e) you will retain Confidential Information
only for so long as its use is necessary for participation in the Services or to
fulfill your statutory obligations (e.g. tax) and in all cases will delete such
information upon termination or as soon as no longer required for the
fulfillment of statutory obligations. The foregoing sentence does not restrict
your right to share Confidential Information with a governmental entity that
has jurisdiction over you, provided that you limit the disclosure to the
minimum necessary and explicitly indicate the confidential nature of the
shared information to the governmental entity. You may not issue any press
release or make any public statement related to the Services, or use our
name, trademarks, or logo, in any way (including in promotional material)
without our advance written permission, or misrepresent or embellish the
relationship between us in any way. You may only use the Amazon Mark as
defined in and according to the Trademark Usage Guidelines available in
Seller Central; you may not use our name, trademarks, or logos in any way
(including in promotional material) not covered by the Trademark Usage
Guidelines without our advance written permission.
You may only use the customer personal information as necessary to fulfill
orders and may not use any such customer information (including contact
information) for any purpose other than fulfilling orders or providing
customer service in connection with a Service. Generally, you may not use
such data in any way inconsistent with applicable Law. You must keep
customer personal data confidential at all times (the above 5 years’ term
limit does not apply to customer personal data).
12. Force Majeure.

We will not be liable for any delay or failure to perform any of our
obligations under this Agreement by reasons, events or other matters
beyond our reasonable control.
13. Relationship of Parties.

Subject to the Transaction Processing Service Terms, you and we are
independent contractors, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between us. You will have no authority to make or
accept any offers or representations on our behalf. This Agreement will not
create an exclusive relationship between you and us. Nothing expressed or
mentioned in or implied from this Agreement is intended or will be
construed to give to any person other than the parties to this Agreement any
legal or equitable right, remedy, or claim under or in respect to this
Agreement. This Agreement and all of the representations, warranties,
covenants, conditions, and provisions in this Agreement are intended to be
and are for the sole and exclusive benefit of Amazon, you, and customers. As
between you and us, you will be solely responsible for all obligations
associated with the use of any third party service or feature that you permit
us to use on your behalf, including compliance with any applicable terms of
use. You will not make any statement, whether on your site or otherwise,
that would contradict anything in this section.
14. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions,

comments, ideas, improvements, or other feedback or materials to us in
connection with or related to the Amazon Site or Service (including any
related Technology), we will be free to use, disclose, reproduce, modify,
license, transfer and otherwise distribute, and exploit any of the foregoing
information or materials in any manner. In order to cooperate with
governmental requests, to protect our systems and customers, or to ensure
the integrity and operation of our business and systems, we may access and
disclose any information we consider necessary or appropriate, including but
not limited to user contact details, IP addresses and traffic information,
usage history, and posted content. If we make suggestions on using the
Services, you are responsible for any actions you take based on our
suggestions.
15. Modification.
15.1. We will provide at least 15 days’ advance notice in accordance with
Section 18 for changes to the Agreement.
15.2 However, we may change or modify the Agreement at any time with
immediate effect (a) for legal, regulatory, fraud and abuse prevention, or
security reasons; (b) to change existing features or add additional features to
the Services (where this does not materially adversely affect your use of the
Services); or (c) to restrict products or activities that we deem unsafe,
inappropriate, or offensive. We will notify you about any change or
modification in accordance with Section 18.
15.3 Your continued use of the Services after the effective date of any
change to this Agreement in accordance with this Section 15 will constitute
your acceptance of that change. If any change is unacceptable to you, you
agree not to use the Services and to end the Agreement as described in
Section 3.
16. Password Security.

Any password we provide to you may be used only during the Term to access
Seller Central (or other tools we provide, as applicable) to use the Services,
electronically accept Your Transactions, and review your completed
transactions. You are solely responsible for maintaining the security of your
password. You may not disclose your password to any third party (other than
third parties authorized by you to use your account in accordance with this
Agreement) and are solely responsible for any use of or action taken under
your password. If your password is compromised, you must immediately
change your password.
17. Export.
You 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.
18. Miscellaneous.
a) The laws of the Dubai International Financial Centre govern this
Agreement and all of its terms and conditions, without giving effect to any
principles of conflicts of laws or the United Nations Convention on Contracts
for the International Sale of Goods.
b) Any dispute, claim, difference or controversy arising out of, relating to or

having any connection with this Agreement with Amazon or its Affiliates,
including your use of the Services, any dispute as to its existence, validity,
interpretation, performance, breach or termination or the consequences of
its nullity and any dispute relating to any non-contractual obligations arising
out of or in connection with it, shall be referred to and finally resolved by
arbitration under the DIFC-LCIA Arbitration Rules as amended from time to
time. The number of arbitrators shall be one, to be appointed in accordance
with the DIFC-LCIA Arbitration Rules. The seat or legal place of arbitration
shall be the Dubai International Financial Centre. The language used in the
arbitral proceedings shall be English. Amazon and you each agree that any
dispute resolution proceedings will be conducted only on an individual basis
and not in a class, consolidated or representative action.
c) You may not assign this Agreement, by operation of law or otherwise,

without our prior written consent. Any attempt to assign or otherwise
transfer in violation of this section is void provided; however, that upon
notice to Amazon, you may assign or transfer this Agreement, in whole or in
part, to any of your Affiliates as long as you remain liable for your
obligations that arose prior to the effective date of the assignment or
transfer under this Agreement. You agree that we may assign or transfer our
rights and obligations under this Agreement: (a) in connection with a merger,
consolidation, acquisition or sale of all or substantially all of our assets or
similar transaction; or (b) to any Affiliate or as part of a corporate
reorganization; and effective upon such assignment, the assignee is deemed
substituted for Amazon as the party to this Agreement. Subject to that
restriction, this Agreement will be binding on, inure to, and be enforceable
against the parties and their respective successors and assigns. We may
perform any of our obligations or exercise any of our rights under this
Agreement through one or more of our Affiliates.
d) Amazon retains the right to immediately halt any of Your Transactions,

prevent or restrict access to the Services or take any other action to restrict
access to or availability of any inaccurate listing, any inappropriately
categorized items, any unlawful items, or any items otherwise prohibited by
applicable Program Policies.
e) Because Amazon is not your agent (except for the limited purpose set out
in the Transaction Processing Service Terms), or the customer’s agent for any
purpose, Amazon will not act as either party's agent in connection with
resolving any disputes between participants related to or arising out of any
transaction.
f) Amazon will provide notice to you under this Agreement by posting

changes to Seller Central or to the applicable Amazon Services site to which
the changes relate (such as the Developer Site accessible through your
account), by sending you an email notification, or by similar means. You
must send all notices and other communications relating to Amazon to our
Selling Partner Support team via Seller Central, email, the Contact Us form,
or similar means. We may make available translations to this Agreement and
the applicable Service Terms and Program Policies, but the English version
will control. To the extent that a translation is required for any reason under
applicable Law, only a translation prepared or arranged by us may be relied
upon in any formal proceedings and only with our prior written consent. You
agree we may communicate with you in English during the Term.
g) We may also communicate with you electronically and in other media, and
you consent to such communications. You may change your e-mail addresses
and certain other information in Seller Central, as applicable. You will ensure
that all of your information is up to date and accurate at all times.
h) This Agreement incorporates and you accept the applicable Service Terms
and the Program Policies, which Amazon may modify from time to time. If
any provision of this Agreement is deemed unlawful, void, or for any reason
unenforceable, then that provision will be deemed severable from these
terms and conditions and will not affect the validity and enforceability of
any remaining provisions. This Agreement represents the entire agreement
between the parties with respect to the Services and related subject matter
and supersedes any previous or contemporaneous oral or written
agreements and understandings.
i) Notwithstanding anything to the contrary herein, nothing in this

Agreement or the applicable Program Policies 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 U.S. Laws,
regulations, rules, or requirements that apply to any party to the Agreement
or the applicable Program Policies.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any other entity that directly or
indirectly controls, is controlled by, or is under common control with that
entity.
"Amazon Associated Properties" means any website or other online point of

presence, mobile application, service or feature, other than the Amazon Site,
through which the Amazon Site, or any products or services available on it,
are syndicated, offered, merchandised, advertised, or described.
"Amazon Contracting Party" means the party outlined below.
Service Amazon Contracting Party
Selling on Amazon Souq.com FZ LLC
Fulfillment by Amazon Souq.com FZ LLC
Transaction Processing Souq.com FZ LLC

Service
Amazon Advertising Souq.com FZ LLC

Other Services As specified in the applicable

Service Terms or Program
Policies
If you register for or use the Selling Partner API, the Amazon Contracting
Party is the Contracting Party that provides the applicable Service you use in
connection with the Selling Partner API.
"Amazon Site" means the website, the primary home page of which is
identified by the url www.amazon.ae, and any successor or replacement of
such website.
"Confidential Information" means information relating to us, to the

Services or Amazon customers that is not known to the general public
including, but not limited to, any information identifying or unique to
specific customers; reports, insights, and other information about the
Services, data derived from the Services except for data (other than
customer personal data) arising from the sale of your products comprising of
products sold, prices, sales, volumes and time of the transaction; and
technical or operational specifications relating to the Services. For the
purposes of this Agreement, customer personal data constitutes Confidential
Information at all times.
"Content" means copyrightable works under applicable Law and content

protected by database rights under applicable Law.
"Elected Country" means the United Arab Emirates.
"Excluded Products" means the items described on the applicable Restricted

Products pages in Seller Central, any other applicable Program Policy, or any
other information made available to you by Amazon.
"Insurance Limits" means AED 1,000,000.
"Insurance Threshold" means AED 37,000.
"Intellectual Property Right" means any patent, copyright, Trademark,

domain name, moral right, trade secret right, or any other intellectual
property right arising under any Laws and all ancillary and related rights,
including all rights of registration and renewal and causes of action for
violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit,
judgment, decision, or other requirement, now or in the future in effect, of
any governmental authority (e.g., on a federal, Emirate, or provincial level, as
applicable) of competent jurisdiction.
"Local Currency" means Emirati Dirhams, being the lawful currency of the
United Arab Emirates.
"Order Information" means, with respect to any of Your Products ordered

through the Amazon Site, the order information and shipping information
that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability

company, governmental authority, association, joint venture, division, or
other cognizable entity, whether or not having distinct legal existence.
"Program Policies" means all policies and program terms provided on the
Program Policies page, including those policies referenced in the links.
"Sales Proceeds" means the gross proceeds from any of Your Transactions,
including (a) all shipping and handling, gift wrap and other charges; (b) taxes
and customs duties to the extent specified in the applicable Tax Policies.
"Seller Central" means the online portal and tools made available by
Amazon to you, for your use in managing your orders, inventory, and
presence on the Amazon Site or any other online point of presence.
"Service" means each of the following services: Selling on Amazon,

Fulfillment by Amazon, Amazon Advertising (including Amazon Sponsored
Products), the Selling Partner APIs, and the Transaction Processing Services,
together in each case with any related services and materials we make
available.
"Service Terms" means the service terms applicable to each Service, which
are made part of this Agreement upon the date you elect to register for or
use the applicable Service, and any subsequent modifications we make to
those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods

of operation, concepts, principles, and discoveries protected or protectable
under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries,

libraries, structured XML formats, specifications, grammars, data formats, or
other similar materials; and (c) software, hardware, code, technology, or
other functional item.
"Trademark" means any trademark, service mark, trade dress (including any
proprietary "look and feel"), trade name, other proprietary logo or insignia,
or any other source or business identifier, protected or protectable under any
Laws.
"UAE" means the United Arab Emirates.
"Your Materials" means all Technology, Your Trademarks, Content, Your

Product information, data, materials, and other items or information
provided or made available by you or your Affiliates to Amazon or its
Affiliates.
"Your Personnel" means any third party warranting, administering or

otherwise involved in the offer, sale, performance, or fulfillment of Your
Products, including any of your employees, representatives, agents,
contractors, or subcontractors.
"Your Product" means any product or service that you: (a) have offered
through the Selling on Amazon Service; (b) have made available for
advertising through the Amazon Advertising Service; or (c) have fulfilled or
otherwise processed through the Fulfillment by Amazon Service.
"Your Sales Channels" means all sales channels and other means through
which you or any of your Affiliates offers products or services, other than
physical stores.
"Your Taxes" means any and all sales, goods and services, use, excise,
premium, import, export, value added, consumption, and other taxes,
regulatory fees, levies (specifically including environmental levies), or
charges and duties assessed, incurred, or required to be collected or paid for
any reason in connection with any Service.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in
non-text form for branding purposes; and (b) separate from (and not
embedded or otherwise incorporated in) any product specific information or
materials.
"Your Transaction" means any sale of Your Product(s) through the Amazon
Site.
Selling on Amazon Service Terms
The Selling on Amazon Service ("Selling on Amazon") is a Service that

allows you to offer certain products and services directly on the Amazon
Sites.
These Selling on Amazon Service Terms are part of the Agreement, but,
unless specifically provided otherwise, concern and apply only to your
participation in Selling on Amazon. BY REGISTERING FOR OR USING THE
SELLING ON AMAZON SERVICE, YOU (ON BEHALF OF YOURSELF OR THE
BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT,
INCLUDING THESE SELLING ON AMAZON SERVICE TERMS.
NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED
INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR
PRODUCTS THROUGH A PARTICULAR AMAZON SITE, THEN TO THE
EXTENT THAT YOU CONTINUE TO LIST AND SELL YOUR PRODUCTS ON
THAT AMAZON SITE PURSUANT TO SUCH SEPARATE AGREEMENT,
TRANSACTIONS OF YOUR PRODUCTS ON THAT AMAZON SITE AND ANY
TAX SERVICES WE MAKE AVAILABLE UNDER THAT AGREEMENT ARE
GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT BY THESE
SELLING ON AMAZON SERVICE TERMS.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will provide accurate and
complete Required Product Information for each product or service that you
offer through the Amazon Site and promptly update that information as
necessary to ensure it at all times remains accurate and complete. You will
also ensure that Your Materials, Your Products (including packaging) and
your offer and subsequent sale of any of the same on the Amazon Site
comply with all applicable Laws (including all minimum age, marking and
labeling requirements) and do not contain any sexually explicit (except to the
extent expressly permitted under our applicable Program Policies), or any
material which is or in our sole and reasonable discretion we consider
defamatory or obscene or materials which are otherwise prohibited by
applicable Laws, and do not violate any third party’s copyright, trademark,
design or other rights. You declare that Your Products were not produced,
manufactured, assembled, or packaged by forced or child labor. You may not
provide any information for, or otherwise seek to offer any Excluded
Products on the Amazon Site; or provide any URL Marks for use, or request
that any URL Marks be used, on the Amazon Site.
S-1.2 Product Listing; Merchandising; Order Processing. We will enable

you to list Your Products on the Amazon Site, and conduct merchandising
and promote Your Products in accordance with the Agreement (including via
the Amazon Associated Properties or any other functions, features,
advertising, or programs on or in connection with the Amazon Site). We may
use mechanisms that rate, or allow shoppers to rate, Your Products and your
performance as a seller and Amazon may make these ratings and feedback
publicly available. We will provide Order Information to you for each order of
Your Products through the Amazon Site. We will also receive all Sales
Proceeds on your behalf for each of these transactions and will have
exclusive rights to do so, and will remit them to you in accordance with these
Selling on Amazon Service Terms.
S-1.3 Shipping and Handling Charges. For Your Products ordered by

customers on or through the Amazon Site that are not fulfilled using
Fulfillment by Amazon, you will determine the shipping and handling
charges subject to our Program Policies and standard functionality (including
any category-based shipping and handling charges we determine, such as for
products offered by sellers on the Individual selling plan). When we
determine the shipping and handling charges, you will accept them as
payment in full for your shipping and handling. Please refer to the
Fulfillment by Amazon Service Terms for Your Products that are fulfilled
using Fulfillment by Amazon.
S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a
fraudulent purchase arising from the theft and unauthorized use of a third
party's credit card information) occurring in connection with Your
Transactions except, in each case, in connection with Seller-Fulfilled Products
that are not fulfilled strictly in accordance with the Order Information and
Shipment Information. You will bear all other risk of fraud or loss.
S-2 Sale and Fulfillment; Refunds and Returns.
S-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by

Amazon Service Terms for each Amazon Site for which you decide to register
or use the Selling on Amazon Service, you will: (a) source, offer, sell and
fulfill your Seller-Fulfilled Products, and source and, offer and sell your
Amazon-Fulfilled Products, in each case in accordance with the terms of the
applicable Order Information, this Agreement, and all terms provided by you
or us and displayed on the Amazon Site at the time of the order and be
solely responsible for and bear all risk for those activities; (b) package each
of Your Products in a commercially reasonable manner complying with all
applicable packaging and labeling requirements and ship each of Your
Products on or before its Expected Ship Date; (c) retrieve Order Information
at least once each business day; (d) only cancel Your Transactions as
permitted pursuant to your terms and conditions appearing on the Amazon
Site at the time of the applicable order or as may be required under this
Agreement; (e) fulfill Your Products throughout the Elected Country (except
to the extent prohibited by Law or this Agreement); (f) provide to Amazon
information regarding fulfillment and order status and tracking (to the
extent available), in each case as requested by us using the processes
designated by us, and we may make any of this information publicly
available; (g) comply with all Street Date instructions; (h) ensure that you are
the seller of each of Your Products; (i) include an order-specific packing slip,
and, if applicable, any tax invoices, within each shipment of Your Products; (j)
identify yourself as the seller of each of Your Products on all packing slips or
other information included or provided in connection with Your Products
and as the Person to which a customer may return the applicable product;
and (k) not send customers emails confirming orders or fulfillment of Your
Products. If any of Your Products are fulfilled using Fulfillment by Amazon,
the Fulfillment by Amazon Service Terms for the Amazon Site will apply to
the storage, fulfillment, and delivery of such Amazon-Fulfilled Products.
S-2.2 Cancellations, Returns, and Refunds. The Amazon Refund Policies for
the Amazon Site will apply to Your Products. Subject to Section F-6, for any
of Your Products fulfilled using Fulfillment by Amazon, you will promptly
accept, calculate, and process cancellations, returns, refunds, and
adjustments in accordance with this Agreement and the Amazon Refund
Policies for the Amazon Site, using functionality we enable for your account.
Without limiting your obligations, we may in our sole discretion accept,
calculate, and process cancellations, returns, refunds, and adjustments for
the benefit of customers. You will route any payments to customers in
connection with Your Transactions through Amazon. We will make any
payments to customers in the manner we determine, and you will reimburse
us for all amounts we pay.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for
any non-performance, non-delivery, misdelivery, theft, or other mistake or
act in connection with the fulfillment of Your Products, except to the extent
caused by: (a) credit card fraud for which we are responsible under Section S-
1.4; or (b) our failure to make available to you Order Information as it was
received by us or resulting from address verification. Notwithstanding the
previous sentence, for those of Your Products that are fulfilled using
Fulfillment by Amazon, if any, the Fulfillment by Amazon Service Terms for
the Amazon Site will apply to non-delivery, misdelivery, theft, or other
mistake or act in connection with the fulfillment of those of Your Products.
You are also responsible for any non-conformity or defect in, any public or
private recall of, or safety alert of any of Your Products or other products
provided in connection with Your Products. You will notify us promptly as
soon as you have knowledge of any public or private recalls, or safety alerts
of Your Products or other products provided in connection with Your
Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have

received or initiated a claim under the "A-to-z Guarantee" offered on the
Amazon Site or other dispute relating to the offer, sale or fulfillment of Your
Products (other than a chargeback), concerning one of Your Transactions,
you will have 30 days to appeal our decision of the claim. If we find that a
claim, chargeback, or dispute is your responsibility, you (a) will not take
recourse against the customer, and (b) are responsible for reimbursing us in
accordance with the Service Fee Payments section of this Agreement for the
amount paid by the customer (including taxes and shipping and handling
charges, but excluding any Referral Fees that we retained as defined in
Section S-4), and all other fees and expenses associated with the original
transaction (such as credit card, bank, payment processing, re-presentment,
or penalty fees) and any related chargebacks or refunds, to the extent
payable by us.
S-4 Compensation.
You will pay us: (a) the applicable Referral Fees; (b) any applicable Variable
Closing Fee; (c) the non-refundable Selling on Amazon Subscription Fee in
advance each month; and (d) any other applicable fees described in this
Agreement (including any applicable Program Policies). "Selling on Amazon
Subscription Fee" means the fee specified as such on the Selling on Amazon
Fee Schedule for the Amazon Site at the time such fee is payable. With
respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning
set out in this Agreement; (ii) "Variable Closing Fee" means the applicable
fee, if any, as specified on the Variable Closing Fee Schedule for the Amazon
Site; and (iii) "Referral Fee" means the applicable fee based on the Sales
Proceeds from Your Transaction through the Amazon Site specified on the
Selling on Amazon Fee Schedule for the Amazon Site at the time of Your
Transaction, based on the categorization by Amazon of the type of product
that is the subject of Your Transaction; provided, however, that Sales
Proceeds will not include any shipping charges set by us in the case of Your
Transactions that consist solely of products fulfilled using Fulfillment by
Amazon.
S-5 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, we will remit to you your

available balance on a bi-weekly (14 day) (or at our option, more frequent)
basis. For each remittance, your available balance is equal to any Sales
Proceeds not previously remitted to you as of the applicable Remittance
Calculation Date (which you will accept as payment in full for Your
Transactions), less: (a) the Referral Fees; (b) the applicable Variable Closing
Fee; (c) any Selling on Amazon Subscription Fees; (d) any other applicable
fees described in this Agreement (including any applicable Program Policies);
(e) any amounts we require you to maintain in your account balance
pursuant to this Agreement (including payments withheld pursuant to
Section 2 of the General Terms, Section S-1.4, and applicable Program
Policies); and (f) any taxes that Amazon automatically calculates, collects and
remits to a tax authority according to applicable law, as specified in the Tax
Policies.
We may establish a reserve on your account based on our assessment of risks

to Amazon or third parties posed by your actions or performance, and we
may modify the amount of the reserve from time to time at our sole
discretion.
When you either initially provide or later change Your Bank Account
information, the Remittance Calculation Date may be deferred by up to 14
days. For sellers that are on the Individual selling plan, the remittance
amount will not include Sales Proceeds from the 14-day period before the
date of remittance. If you refund money to a customer in connection with
one of Your Transactions, and the refund is routed through us (or our
Affiliate), on the next available Remittance Calculation Date we will refund
to you the amount of the Referral Fee paid by you to us attributable to the
amount of the customer refund (including refunded taxes and customs
duties only to the extent specified in the applicable Tax Policies), less the
Refund Administration Fee for each of Your Products refunded, which
amount we may retain as an administrative fee. We will remit any amounts
to be refunded by us pursuant to this subsection from time to time together
with the next remittance to be made by us to you. “Refund Administration
Fee” means the applicable fee described on the Refund Administration Fee
Schedule for the Amazon Site.
Net Sales Proceeds will be credited to your available balance when they are
received by us or our Affiliates.
S-6 Amazon’s Websites and Services.
Amazon has the right to determine, the design, content, functionality,

availability and appropriateness of its websites, selection, and any product or
listing in the Amazon stores, and all aspects of each Service, including your
use of the same. Amazon may assign any of these rights or delegate any of
its responsibilities.
Selling on Amazon Definitions
"Amazon-Fulfilled Products" means any of Your Products that are fulfilled

using the Fulfillment by Amazon Service.
"Amazon Refund Policies" means the return and refund policies published
on the Amazon Site and applicable to products and services offered via the
Amazon Site.
"Excluded Offer" means any discount, rebate, promotional offer, or other

term of offer and/or sale that you: (a) have attempted to make available
through the Amazon Site but that we do not honor or support (but only until
such time as we honor or support the same on such Amazon Site); or (b)
make available solely to third parties that either (i) purchase products solely
for resale and who are not end users of such products (i.e., wholesale
purchasers), or (ii) have affirmatively elected and opted-in to participate in
your or one of your Affiliates' membership-based customer loyalty or
customer incentive programs.
"Expected Ship Date" means, with respect to any of Your Products, either:
(a) the end of the shipping availability period (which begins as of the date on
which the relevant order is placed by the customer), or the shipping
availability date, as applicable, specified by you in the relevant
inventory/product data feed for Your Product; or (b) if you do not specify
shipping availability information in such inventory/product data feed or that
Your Product is in a product category that Amazon designates as requiring
shipment within two (2) business days, two (2) business days after the date
on which the relevant order is placed by the customer.
"Purchase Price" means the total amount payable or paid for Your Product
(including taxes and shipping and handling charges only to the extent
specified in the applicable Tax Policies ).
"Refund Administration Fee" means the lesser of 25 Emirati Dirhams (AED

25) or twenty percent (20%) of the applicable Referral Fee.
"Remittance Calculation Date" is the date that is two (2) business days prior
to the date of remittance (the "Remittance Calculation Date").
"Required Product Information" means, with respect to each of Your

Products in connection with the Amazon Site, the following (except to the
extent expressly not required under the applicable Program Policies): (a)
description, including as applicable, location-specific availability and options,
scheduling guidelines and service cancellation policies; (b) SKU and
UPC/EAN/JAN numbers, and other identifying information as Amazon may
reasonably request; (c) information regarding in-stock status and availability,
shipping limitations or requirements, and Shipment Information (in each
case, in accordance with any categorizations prescribed by Amazon from
time to time); (d) categorization within each Amazon product category and
browse structure as prescribed by Amazon from time to time; (e) digitized
image that accurately depicts only Your Product, complies with all Amazon
image guidelines, and does not include any additional logos, text or other
markings; (f) Purchase Price; (g) shipping and handling charge (in accordance
with our standard functionality); (h) any text, disclaimers, warnings, notices,
labels, warranties, or other content required by applicable Law to be
displayed in connection with the offer, merchandising, advertising, or sale of
Your Product; (i) any vendor requirements, restocking fees or other terms
and conditions applicable to such product that a customer should be aware
of prior to purchasing the product; (j) brand; (k) model; (l) product
dimensions; (m) weight; (n) a delimited list of technical specifications; (o)
SKU and UPC/EAN/JAN numbers (and other identifying information as we
may reasonably request) for accessories related to Your Product that is
available in our catalog; (p) the state or country Your Product ships from; and
(q) any other information reasonably requested by us (e.g., the condition of
used or refurbished products; and invoices and other documentation
demonstrating the safety and authenticity of Your Products).
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled
using the Fulfillment by Amazon Service.
"Shipment Information" means, with respect to any of Your Products, the

estimated or promised shipment and delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer,

distributor, and/or licensor of a product as the date before which specified
information regarding such product (e.g., title of a book) should not be
disclosed publicly, or such product should not be delivered or otherwise
made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase,

identifier, or character string, that contains or incorporates any top level
domain (e.g., .com, .ae, .edu, .ca, .fr, .jp) or any variation of a top level domain
(e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the General Terms of this Agreement;

however, as used in these Selling on Amazon Service Terms, it means any
and all such transactions through Selling on Amazon only.
Fulfillment by Amazon Service Terms
Fulfillment by Amazon ("FBA") provides fulfillment and associated services

for Your Products.
These FBA Service Terms are part of the Agreement, and, unless specifically
provided otherwise, concern and apply only to your participation in FBA. BY
REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE
BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT,
INCLUDING THESE FBA SERVICE TERMS. You expressly agree that Amazon
may engage its Affiliate(s) or a third party in order to complete one or more
of the fulfillment and associated services outlined below.
Fulfillment Services
F-1 Your Products
Once you are accepted into FBA, you must apply to register each product you
offer that you wish to include in the FBA program. We may refuse
registration in FBA of any product, including on the basis that it is an FBA
Excluded Product or that it violates applicable Program Policies. You may at
any time withdraw registration of any of Your Products from FBA.
F-2 Product and Shipping Information
You will, in accordance with applicable Program Policies, provide accurate

and complete information about Your Products registered in FBA. You will
promptly update any information about Your Products in accordance with
our requirements and as necessary so that the information is at all times
accurate and complete.
F-3 Shipping to Amazon
F-3.1 Except as otherwise provided in Section F-3.4 and Section F-5, FBA is

limited to Units that are shipped to and from fulfillment centers located
within the Elected Country, to be delivered to customers in the same Elected
Country only. You will ship Units to us in accordance with applicable
Program Policies. You will be responsible for all costs incurred to ship the
Units to the shipping destination (including costs of freight and transit
insurance) and Amazon will not pay any shipping costs. You are responsible
for payment of all customs, duties, taxes, and other charges. In the case of
any improperly packaged or labeled Unit, we may return the Unit to you at
your expense (pursuant to Section F-7) or re-package or re-label the Unit
and charge you an administrative fee.
F-3.2 You will not deliver to us, and we may refuse to accept, any shipment
or Unsuitable Unit.
F-3.3 We may, at our option, allow you to ship Units at your expense (as
described in Section F-9.2) to fulfillment centers using discounted shipping
rates that we may make available to you for certain carriers. In such event,
you will use the processes and supply the information that we require for
you to obtain such discounted rates. You also must comply with standard
operating procedures, weight and size restrictions, and other shipping
requirements of the applicable carriers. If we provide you with the estimated
shipping costs prior to shipment, you acknowledge and agree that actual
shipping costs may vary from such estimates. In addition, if the weight of the
Unit, as determined by the applicable carrier, differs from that submitted by
you to us for purposes of determining the estimated shipping costs, then: (a)
you may be charged more than the estimated shipping costs if the carrier
determines that such Unit weighs more than as submitted by you; or (b) you
may be charged the full amount of the estimated shipping costs even if the
carrier determines the weight to be less than that submitted by you. You will
not use carrier account information (e.g., carrier account number, amount of
shipping rates, etc.) for any purpose, nor disclose such information to any
third party, and you will protect such information as Amazon's confidential
information in accordance with Section 11 of the General Terms of this
Agreement. As between you, us, and the applicable carrier, you will be the
shipper of record, and we will make payment to the carrier with respect to
the shipment of all Units using such discounted rates. Title and risk of loss
for any Unit shipped using discounted rates provided by us under this
Section will remain with you, and our provision of such shipping rates will
not create any liability or responsibility for us with respect to any delay,
damage, or loss incurred during shipment. You authorize the applicable
carrier to provide us with all shipment tracking information.
F-3.4 - If you ship Units from outside the Elected Country (including where
Units have not passed through the Elected Country’s customs controls) to
fulfillment centers, you will list yourself as the importer/consignee and/or
exporter of record, as applicable and nominate a customs broker. Neither
Amazon (nor any of its Affiliates) shall be listed as the importer or exporter
on any import, export or other customs documentation. Amazon or such
Affiliate reserves the right to refuse to accept the Units covered by the
import documents and any costs assessed against or incurred by Amazon or

that Affiliate will be collected from Your Credit Card or Your Bank Account,
deducted from or set off against amounts payable to you, or by other
method at our election.
F-4 Storage
We will provide storage services as described in these FBA Service Terms

once we confirm receipt of delivery. We will keep electronic records that
track inventory of Units by identifying the number of Units stored in any
fulfillment center. We will not be required to physically mark or segregate
Units from other inventory units (e.g., products with the same Amazon
standard identification number) owned by us, our Affiliates or third parties in
the applicable fulfillment center(s). If we elect to commingle Units with such
other inventory units, both parties agree that our records will be sufficient to
identify which products are Units. We may move Units among facilities. If
there is a loss of or damage to any Units while they are being stored, we will,
compensate you in accordance with the FBA Guidelines, and you will, at our
request, provide us a valid tax invoice for the compensation paid to you. If
we compensate you for a Unit, we will be entitled to dispose of the Unit
pursuant to Section F-7. At all other times, you will be solely responsible for
any loss of, or damage to, any Units. Our confirmed receipt of delivery does
not: (a) indicate or imply that any Unit has been delivered free of loss or
damage, or that any loss or damage to any Unit later discovered occurred
after confirmed receipt of delivery; (b) indicate or imply that we actually
received the number of Units of Your Product(s) specified by you for such
shipment; or (c) waive, limit, or reduce any of our rights under this
Agreement. We reserve the right to change, scheduling restrictions and
volume limitations on the delivery and storage of your inventory in
fulfillment centers in accordance with Section 15 of the General Terms, and
you will comply with any of these restrictions or limitations.
F-5 Fulfillment
As part of our fulfillment services, we will ship Units from our inventory of
Your Products to the shipping addresses in the Elected Country included in
valid customer orders. We may ship Units together with products purchased
from other merchants, including any of our Affiliates. If you participate in
our export fulfillment services, we will also ship Your Products that we
determine to be eligible (each, a "Foreign-Eligible Product") to Foreign
Addresses within countries we determine to be eligible for foreign
shipments, subject to the additional terms on foreign shipments in the
applicable FBA Guidelines.
F-6 Customer Returns
F-6.1 We will receive and process returns of any Amazon Fulfillment Units
that were shipped to addresses within the Elected Country in accordance
with the terms of your Seller Agreement, these FBA Service Terms, and the
Program Policies. Any Sellable Units that are also Amazon Fulfillment Units
and that are properly returned will be placed back into the inventory of Your
Products in the FBA Program. We may fulfill customer orders for Your
Products with any returned Amazon Fulfillment Units. Except as provided in
Section F-7, you will retake title of all Units that are returned by customers.
F-6.2 Subject to Section F-7, we will, at your direction, either return or

dispose of any Unit that is returned to us by a customer and that we
determine is an Unsuitable Unit.
F-7 Returns to You and Disposal
F-7.1 You may, at any time, request that Units be returned to you or that we
dispose of Units.
F-7.2 We may with notice return Units to you, including upon termination of
these FBA Service Terms. Returned Units will be sent to your designated
shipping address. However, if (a) the designated shipping address we have
for you is outdated or incorrect, (b) you have not provided or, upon our
request, confirmed a designated shipping address in the Elected Country, or
(c) we cannot make arrangements for you to pay for the return shipment,
then the Unit(s) will be deemed abandoned and we may elect to dispose of
them as appropriate based on the inventory (e.g., by selling, recycling,
donating, or destroying it) and retain any proceeds we may receive from the
disposal.
We may dispose of any Unsuitable Unit (and you will be deemed to have
consented to our action): (d) immediately if we determine that (i) the Unit
creates a safety, health, or liability risk to Amazon, our personnel, or any
third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we
have cause to terminate your use of Services with immediate effect pursuant
to Section 3 and are exposed to liability towards a third party; (e) if you fail
to direct us to return or dispose of any Unsuitable Unit within thirty (30)
days after we notify you that the Unit has been recalled; or (f) if you fail to
direct us to return or dispose of any Unsuitable Unit within thirty (30) days
(or as otherwise specified in the applicable Program Policies) after we notify
you that its removal is required, for instance because your use of FBA is
suspended or terminated or your seller account is suspended, terminated or
closed. In addition, you will reimburse us for expenses we incur in connection

with any Unsuitable Units.
F-7.3 You may, at any time, request that we dispose of Units. In this case, we
may dispose of these Units as appropriate based on the inventory (e.g., by
selling, recycling, donating, or destroying it) and retain any proceeds we may
receive from the disposal. Title to each disposed Unit will transfer to us (or a
third party we select such as a charity) at no cost, free and clear of any liens,
claims, security interests or other encumbrances to the extent required to
dispose of the Unit, and we may retain any proceeds, we may receive from
the disposal.
F-7.4 You will promptly notify us of any recalls or potential recalls, or safety

alerts of any of Your Products and cooperate and assist us in connection with
any recalls or safety alerts, including by initiating the procedures for
returning items to you under our standard processes. You will be responsible
for all costs and expenses you, we or any of our or your Affiliates incur in
connection with any recall or potential recall or safety alerts of any of Your
Products (including the costs to return, store, repair, liquidate, or deliver to
you or any vendor any of these products).
F-8 Customer Service
F-8.1 We will be responsible for all customer service issues relating to

packaging, handling and shipment, and customer returns, refunds, and
adjustments related to Amazon Fulfillment Units. We will determine whether
a customer will receive a refund, adjustment or replacement for any Amazon
Fulfillment Unit and we will require you to reimburse us where we determine
you have responsibility in accordance with the Agreement (including these
FBA Service Terms and the Program Policies). We will promptly notify you
when you are responsible for a customer refund. You may appeal if you
disagree with our finding within thirty (30) days after our notification, in
addition to your right to request that Units be returned to you under Section
F-7.1. Except as provided in this Section F-8 regarding any Amazon
Fulfillment Units, customer service will be handled in accordance with your
Seller Agreement.
F-8.2 In situations relating to Amazon Fulfillment Units where the wrong

item was delivered or the item was damaged or lost or is missing, unless we
determine that the basis for such request is caused by you or any of your
employees, agents, or contractors, we will, at our option, for any Amazon
Fulfillment Unit, (i) ship a replacement Unit to the customer and reimburse
you in accordance with the FBA Guidelines for the replacement Unit, or (ii)
process a refund to the customer and reimburse you in accordance with the
FBA Guidelines for the Unit. Any customer refund will be processed in
accordance with the Selling on Amazon and the Transaction Processing
Service Terms. Notwithstanding the Selling on Amazon Service Terms, we
will be entitled to retain the applicable fees payable to us under the Selling
on Amazon Service Terms and these FBA Service Terms, respectively. Except
as expressly provided in this Section F-8.2, you will be responsible for all
costs associated with any replacement or return.
F-8.3 If we provide a replacement Unit or refund as described in Section F-

8.2 to a customer and that customer returns the original Unit to us, we will
be entitled to dispose of the Unit pursuant to Section F-7, or, if it is a
Sellable Unit, we may, at our option, place such Unit back into your inventory
in accordance with Section F-6. If we do put a Unit back into your inventory,
you will reimburse us for the applicable Replacement Value (as described in
the FBA Guidelines) of the returned Unit. Any replacement Unit shipped by
us under these FBA Service Terms will be deemed to be, and will be treated
in the same manner as, an order and sale of such Unit from you to the
customer via the applicable Amazon Site or Service in accordance with, and
subject to, the terms and conditions of this Agreement and your Seller
Agreement.
F-9 Compensation for Fulfillment Services
F-9.1 Handling and Storage Fees. You will pay us the applicable fees
described in the applicable Fulfillment by Amazon Fee Schedule . You will
be charged the Storage Fees beginning on the day (up to midnight) that the
Unit arrives at a fulfillment center and is available for fulfillment by Amazon
(or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until
the earlier of: (a) the day (up to midnight) we receive a valid customer order
for such product or a request from you to return or dispose of the Unit; or (b)
the day (up to midnight) we actually ship the Unit to your designated return
location or dispose of the Unit.
F-9.2 Shipping and Gift Wrap. For any Amazon Fulfillment Units we will
determine the amounts charged to the customer for shipping and gift wrap
services for the Units that we fulfill through the FBA Program. As between
you and us, these charges will be your charges to the customer, and we will
report them to you. We will charge you (and you will pay us) a fee equal to
the amount of such charges to the customer. In the case of shipments of
Units sold through the Amazon Site that qualify for the "Free Shipping"
promotion, the amounts charged to the customer for shipping the Selling on
Amazon Units that Amazon fulfills will first be charged to the customer and
will next be deducted from the total charges to the customer as your
promotion and Amazon will not charge you the fee described above. If you
ship Units to us using the shipping rates that we may make available
pursuant to Section F-3.3, you will reimburse us for the actual amounts
charged to us by the applicable carrier for such shipments.
F-9.3 Proceeds. We may as appropriate keep part of or all proceeds of any

Units that we are entitled to dispose of pursuant to F-7 above, or to which
title transfers, including returned, damaged, or abandoned Units. You will
have no security interest, lien, or other claim to the proceeds that we receive
in connection with the sale, fulfillment, and/or shipment of these Units.
F-10 Indemnity
In addition to your obligations under Section 6 of the General Terms of this

Agreement, you also agree to indemnify, defend, and hold harmless us, our
Affiliates, and our and their respective officers, directors, employees,
representatives, and agents against any Claim that arises from or relates to:
(a) the Units (whether or not title has transferred to us, and including any
Unit that we identify as yours pursuant to Section F-4), including any
personal injury, death, or property damage; (b) any of Your Taxes or the
collection, payment, or failure to collect or pay Your Taxes; and, if applicable
(c) any sales, use, value added, personal property, gross receipts, excise,
franchise, business, or other taxes or fees, or any customs, duties, or similar
assessments (including penalties, fines, or interest on any of the foregoing)
imposed by any government or other taxing authority in connection with the
shipment of Foreign-Eligible Products to Foreign Addresses (collectively,
"Foreign Shipment Taxes").
F-11 Release
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers,

directors, shareholders, employees, assigns, and any other person or entity
claiming by, through, under, or in concert with them (collectively, the
"Releasing Parties"), irrevocably acknowledge full and complete satisfaction
of and unconditionally and irrevocably release and forever fully discharge
Amazon and each of our Affiliates, and any and all of our and their
predecessors, successors, and Affiliates, past and present, as well as each of
our and their partners, officers, directors, shareholders, agents, employees,
representatives, attorneys, and assigns, past and present, and each of them
and all Persons acting by, through, under, or in concert with any of them
(collectively, the "Released Parties"), from any and all claims, obligations,
demands, causes of action, suits, damages, losses, debts, or rights of any
kind or nature, whether known or unknown, suspected or unsuspected,
absolute or contingent, accrued or unaccrued, determined or speculative
(collectively, "Losses") which the Releasing Parties now own or hold or at any
time have owned or held or in the future may hold or own against the
Released Parties, or any of them, arising out of, resulting from, or in any way
related to the shipment, export, or delivery of Your Products to Foreign
Addresses, including any tax registration or collection obligations. You, on
behalf of yourself and all other Releasing Parties, recognize that you, and
each of them, may have some Losses, whether in tort, product liability,
contract, warranty, or otherwise, against the Released Parties of which you,
or any of them, are totally unaware and unsuspecting, or which may arise or
accrue after the date you register for or use FBA, which the Releasing Parties
are giving up by agreeing to these FBA Service Terms. It is your intention in
agreeing to these FBA Service Terms that these FBA Service Terms will
deprive the Releasing Parties of each and all such Losses and prevent the
Releasing Party from asserting any such Losses against the Released Parties,
or any of them.
F-12 Disclaimer
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS

OF THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR
WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A
BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR
OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION,
STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES
OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-13 Effect of Termination
Your termination rights are set forth in Section 3 of this Agreement.

Following any termination of the Agreement or these FBA Service Terms in
connection with the Elected Country, we will, as directed by you, return to
you or dispose of the Units held in the Elected Country as provided in
Section F-7. If you fail to direct us to return or dispose of the Units within
thirty (30) days (or as otherwise specified in the applicable Program Policies)
after termination, then we may elect to return and/or dispose of the Units in
whole or in part, as provided in Section F-7, and you agree to such actions.
Upon any termination of these FBA Service Terms in connection with the
Elected Country, all rights and obligations of the parties under these FBA
Service Terms in connection with the Elected Country will be extinguished,
except that the rights and obligations of the parties under Sections F-1, F-2,
F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12, and F-13 with respect to Units
received or stored by Amazon as of the date of termination will survive the
termination.
F-14 Tax Matters

You understand and acknowledge that storing Units at fulfillment centers

may create a tax presence for you in the applicable territory or jurisdiction in
which the fulfillment center is located, and you will be solely responsible for
any taxes owed as a result of such storage. If any Foreign Shipment Taxes or
Your Taxes are assessed against us as a result of performing services for you
in connection with the FBA Program or otherwise pursuant to these FBA
Service Terms, you will be responsible for such Foreign Shipment Taxes and
Your Taxes and you will indemnify and hold Amazon harmless from such
Foreign Shipment Taxes and Your Taxes as provided in Section F-10 of these
FBA Service Terms.
F-15 Additional Representation
In addition to your representations and warranties in Section 5 of the

General Terms of this Agreement, you represent and warrant to us that: (a)
you have valid legal title to all Units and all necessary rights to distribute the
Units and to perform under these FBA Service Terms; (b) you will deliver all
Units to us in new condition (or in such condition otherwise described by you
in the applicable Your Product listing) and in a merchantable condition; (c)
all Units and their packaging will comply with all applicable marking,
labeling, and other requirements required by Law; (d) no Unit is or will be
produced or manufactured, in whole or in part, by child labor or by convict
or forced labor; (e) you and all of your subcontractors, agents, and suppliers
involved in producing or delivering Units will strictly adhere to all applicable
Laws of the Elected Country, its territories, and all other countries where
Units are produced or delivered, regarding the operation of their facilities
and their business and labor practices, including working conditions, wages,
hours, and minimum ages of workers; and (f) that all Foreign-Eligible
Products (i) can be lawfully exported from the Elected Country, without any
license or other authorization; and (ii) can be lawfully imported into, and
comply with all applicable Laws of, any eligible country.
FBA Definitions
"Amazon Fulfillment Units" means Units fulfilled using FBA that are sold
through the Amazon Site. For avoidance of doubt, if you have successfully
registered for or used both the FBA and Selling on Amazon Services, then
the term "Amazon Fulfillment Units" and the defined term "Amazon Fulfilled
Products" in the Selling on Amazon Service Terms both refer to the same
items.
"FBA Excluded Product" means any Unit that is an Excluded Product or is

otherwise prohibited by the applicable Program Policies.
"Foreign Address" means any location that is not within the Elected
Country.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on Amazon Service Terms, any

professional seller addendum, any successor to any of these agreements, or
any other similar agreement (as determined by Amazon) between you and us
that permits you to offer products and services via the Amazon Site.
"Shipping Information" means with respect to any purchased Unit(s), the

following information: the name of the recipient, the shipping address, the
quantity of Units to be shipped, and any other shipping-related information
we may reasonably request.
"Unit" means a unit of Your Product that you deliver to Amazon in

connection with the FBA Program.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a
particular purpose, or lacking required label(s); (b) the labels for which were
not properly registered with Amazon before shipment or do not match the
product that was registered; (c) that is an FBA Excluded Product or does not
comply with the Agreement (including applicable Service Terms and
Program Policies); (d) that Amazon determines is unsellable or unfulfillable;
or (e) that Amazon determines is otherwise unsuitable.
Amazon Advertising Service Terms
The Amazon Advertising Service Terms govern your use of Amazon

Advertising, a Service that allows you to advertise your products. The
Amazon Advertising Service Terms apply to your use of the Ad Services.
Your use of the Ad Services (as defined in the Amazon Advertising

Agreement) is governed by the Amazon Advertising Agreement. You accept
the Amazon Advertising Agreement, which may be updated from time to
time by Amazon in accordance with its terms. The Amazon Advertising
Agreement is available at https://advertising.amazon.ae/terms. In the event
of any conflict between the General Terms or Program Policies and the
Amazon Advertising Agreement with respect to the Ad Services, the Amazon
Advertising Agreement will prevail to the extent of the conflict. If the
Amazon Advertising Agreement is deemed unlawful, void, or for any reason
unenforceable, then the General Terms will govern your access to and use of
the Ad Services.
Transaction Processing Service Terms
BY REGISTERING FOR OR USING ANY SERVICE, YOU (ON BEHALF OF

YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY
THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE.
NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT
GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON
THE AMAZON SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE
TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT
DESCRIBED IN THAT AGREEMENT.
P-1 Payments Processing Agency Appointment
You authorize Amazon to act as your agent for purposes of processing

payments, refunds and adjustments for Your Transactions, receiving and
holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your
Bank Account, charging your Credit Card, and paying Amazon and its
Affiliates amounts you owe in accordance with this Agreement or other
agreements you may have with Amazon Affiliates. Amazon provides the
services described in these Transaction Processing Service Terms and the
related services described in Sections S-1.4, S-2.2, S-5, and F-8.2 of the
Agreement (collectively, the "Transaction Processing Services").
When a buyer instructs us to pay you, you agree that the buyer authorizes
and orders us to commit the buyer's payment (less any applicable fees or
other amounts we may collect under this Agreement) to you. You agree that
buyers satisfy their obligations to you for Your Transactions when we receive
the Sales Proceeds. We will remit funds to you in accordance with this
Agreement.
P-2 Remittance
Subject to Section 2 of the General Terms of this Agreement, Amazon will

remit funds to you in accordance with Section S-5 of the Agreement and
these Transaction Processing Service Terms. Amazon’s obligation to remit
funds collected or received by it or otherwise credited to your available
balance in connection with Your Transactions is limited to funds in your
available balance that have become available in accordance with this
Agreement less amounts owed to Amazon and any taxes that Amazon
automatically calculates, collects and remits to a tax authority according to
applicable law, as specified in the Tax Policies, subject to chargeback or
reversal or withheld for anticipated claims in accordance with this
Agreement. Without limiting Amazon's rights to collect any amounts you
owe, Amazon’s receipt of Sales Proceeds or crediting of Sales Proceeds to
your available balance discharges your obligation to pay applicable fees and
other amounts under this Agreement to the extent the Sales Proceeds
received or credited equal or exceed the fees and other amounts you owe
and the Sales Proceeds are applied to the payment of those fees and
amounts.
P-3 Your Funds
Your Sales Proceeds will be held in an account with Amazon (a "Seller

Account") and will represent an unsecured claim against Amazon. Your Sales
Proceeds are not insured as a deposit, nor do you have any right or
entitlement to collect Sales Proceeds directly from any customer. Prior to
disbursing funds to you, Amazon may combine Sales Proceeds held with the
funds of other users of the Services, invest them, or use them for other
purposes permitted by applicable Laws. You will not receive interest or any
other earnings on any Sale Proceeds. To the extent required by applicable
Laws, Amazon will not use any funds held on your behalf for its corporate
purposes, will not voluntarily make such funds available to its creditors in
the event of bankruptcy or for any other purpose, and will not knowingly
permit its creditors to attach such funds.
P-4 Verification
We may at any time require you to provide any financial, business or

personal information we request to verify your identity. You authorize us to
obtain from time to time consumer credit reports to establish or update your
Seller Account or in the event of a dispute relating to this Agreement or the
activity under your Seller Account. You agree to update all Seller Account
information promptly upon any change.
P-5 Dormant Accounts
If there is no activity (as determined by us) in connection with your Seller

Account for a period of 12 months or more, your right to your available
balance in your Seller Account ends (notwithstanding that you may have
active listings). We will owe no further obligation to pay you all or any part
of that available balance, on the date that is 12 months after the last
transaction conducted on your Seller Account. During that 12 months period,
we will notify you by means designated by us and provide you the option of
keeping your Seller Account open and maintaining the Sales Proceeds in
your Seller Account and we will make reasonable efforts to ensure payment
to you of your available balance (subject to and provided that the payment is
calculated on the terms of this Agreement).
Selling Partner API Terms
API-1 Description of the Selling Partner APIs
The "Selling Partner APIs" enable your systems to interface with certain
features or functionality we make available to you. These Selling Partner API
Terms concern and apply only to your use of the Selling Partner APIs unless
specifically provided otherwise. Under the Selling Partner API Terms, you
may authorize parties who (a) develop Applications to support you using the
Selling Partner APIs or the API Materials, (b) have registered with us as
Developers, and (c) who have agreed to the Marketplace Developer
Agreement ("Developers") to access Confidential Information and Your
Materials via the Selling Partner APIs. If you wish to use the Selling Partner
APIs directly or develop software or a website that interfaces with the
Selling Partner APIs or the API Materials (an "Application"), you must register
as a Developer.
We may make available Selling Partner APIs (including the Marketplace Web
Services APIs) and software, data, text, audio, video, images, or other
content we make available in connection with the Selling Partner APIs,
including related documentation, software libraries, and other supporting
materials, regardless of format (collectively the "API Materials") that permit
your systems to interface with certain features or functionality available to
you. You may authorize Developers to access your Materials via the Selling
Partner APIs solely for the purpose of supporting your business on Amazon.
All terms and conditions applicable to the Selling Partner APIs and the API
Materials in this Agreement are solely between you and us. API Materials
that are public or open source software ("Public Software") may be provided
to you under a separate license, in which case, notwithstanding any other
provision of this Agreement, that license will govern your use of those API
Materials. For the avoidance of doubt, except to the extent expressly
prohibited by the license governing any API Materials that are Public
Software, all of the non-license provisions of this Agreement will apply.
API-2 License and Related Requirements
API-2.1 Generally.
We grant you a limited, revocable, non-exclusive, non-sublicenseable,

nontransferable license during the term of the Agreement to allow
Developers to access and use Your Materials through the Selling Partner APIs
and the API Materials solely in support of your use of the Services covered by
this Agreement. As between you and us, we or our licensors own all right,
title, and interest in and to the Selling Partner APIs, the API Materials, any
technical and operational specifications, security protocols and other
documentation or policies provided or made available by us with respect to
the Selling Partner APIs or the API Materials (the "Selling Partner API
Specifications"), and our internal data center facilities, servers, networking
equipment, and host software systems that are within our or their
reasonable control and are used to provide the Selling Partner APIs or the
API Materials (the "Amazon Network").
API-2.2 License Restrictions.
You may authorize Developers to access your Materials through the Selling
Partner APIs and the API Materials only through APIs documented and
communicated by us in accordance with any applicable Selling Partner API
Specifications. You may not and may not authorize any other party to do any
of the following with the Selling Partner APIs and the API Materials: (a)
reverse engineer, decompile, or disassemble them; (b) modify or create
derivative works based upon them in whole or in part; (c) distribute copies of
them; (d) remove any proprietary notices or labels on them; (e) use any
Public Software in any manner that requires, pursuant to the license
applicable to such Public Software, that the Selling Partner APIs and the API
Materials be disclosed, licensed, distributed, or otherwise made available to
anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights
to them; (g) access or use them in a way intended to avoid incurring any
applicable fees or exceeding usage limits or quotas; (h) access or use them
for any purpose unrelated to your use of Services; or (i) access or use them
for fraudulent or illegal activities or activities that violate our policies or are
otherwise harmful to us or any third parties. The limitations regarding Data
Use in Section 11 above apply to any information you receive by the direct or
indirect use of the Selling Partner APIs.
API-2.3 No License for Direct Access.
For the avoidance of doubt, these Selling Partner API Terms do not provide
you a license to directly access or use the Selling Partner APIs, or install,
copy, use, or distribute API Materials. Direct use of the Selling Partner APIs
may only be licensed to Developers.
API-2.4 Account Identifiers and Credentials.
You must use the account IDs and any unique public key/private key pair
issued by us to provide access to your data via the Selling Partner APIs
("Account Identifiers and Credentials") in accordance with these Selling
Partner API Terms to authorize Developers to access the Selling Partner APIs
on your behalf. You may only authorize access to Confidential Information
and Your Materials via the Selling Partner APIs in the way that we prescribe.
Your Account Identifiers and Credentials are for your personal use only and
you must maintain their secrecy and security. You are solely responsible for
all activities that occur using your Account Identifiers and Credentials,
regardless of whether the activities are undertaken by you or a third party
(including your employees, contractors, or agents). You will provide us with
notice immediately if you believe an unauthorized third party may be using
your Account Identifiers and Credentials or if your Account Identifiers and
Credentials are lost or stolen. We are not responsible for unauthorized use of
your Account Identifiers and Credentials.
API-2.5 Security of Your Materials.
You are solely responsible for authorizing others to access the Selling
Partner APIs on your behalf and taking your own steps to maintain
appropriate security, protection, and backup of Your Materials. We are not
responsible for any unauthorized access to, alteration of, or deletion,
destruction, damage, loss, or failure to store any of Your Materials in
connection with the Selling Partner APIs (including as a result of your or any
third party’s errors, acts, or omissions).
API-3 Termination
API-3.1 Termination of Your Access to the Selling Partner APIs and the API
Materials.
Without limiting the parties’ rights and obligations under this Agreement,
the Amazon Marketplace Developer Agreement, or the Amazon Marketplace
API License Agreement, we may limit, suspend, or terminate your access to
the Selling Partner APIs and the API Materials for convenience with 30 days’
notice. We may terminate immediately if (a) we determine that you have
materially breached this Agreement and failed to cure within 7 days of a cure
notice; (b) you or your account have been engaged in deceptive, fraudulent,
or illegal activity; or (c) your use of the Selling Partner APIs and the API
Materials may harm our customers.
Upon any suspension or termination of your access to the Selling Partner

APIs and the API Materials, you will immediately cease authorizing others to
use the Selling Partner APIs and the API Materials. Upon any termination of
your access to the Selling Partner APIs and the API Materials, you will also
immediately destroy all API Materials. Upon any suspension or termination
of your access to the Selling Partner APIs and the API Materials, we may
cause your Account Identifiers and Credentials to cease to be recognized by
the Amazon Network for the purposes of the Selling Partner APIs and the
API Materials.
API-4 Modifications to the Selling Partner APIs and the API Materials
We may change or discontinue the Selling Partner APIs or the API Materials
(including by changing or removing features or functionality of the Selling
Partner APIs or the API Materials) from time to time. For any material
changes that will negatively affect your business, we will provide notice
under Section 18.
API-5 Disclaimers
THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS
IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER
APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE
SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED,
ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY

MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN
CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR
MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE
COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET
ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF
DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR
AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY
COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION
WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API
MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS,
EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS
AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS
OR THE API MATERIALS.
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7/27/2020 https://sellercentral.amazon.ae/gp/help/external/G201190440?

This article applies to selling in: United Arab Emirates

Help / Policies, agreements, and guidelines / Amazon Services Business Solutions

Amazon Services Business

Welcome to Amazon Services Business Solutions, a suite of optional

THIS AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT (THE

2. Service Fee Payments; Receipt of Sales Proceeds.

If we determine that your actions or performance may result in returns,

activity, or to repeatedly violate our Program Policies, then we may in our

3. Term and Termination.

safeguards. On termination of this Agreement, all related rights and

6.2 Amazon’s indemniﬁcation obligations. Amazon will defend, indemnify,

7. Disclaimer & General Release.

SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,

b) BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN

thereafter, you will maintain at your expense throughout the remainder of

10. Tax Matters.

11. Confidentiality and Personal Data.

12. Force Majeure.

13. Relationship of Parties.

14. Suggestions and Other Information.

If you or any of your Aﬃliates elect to provide or make available suggestions,

16. Password Security.

b) Any dispute, claim, diﬀerence or controversy arising out of, relating to or

c) You may not assign this Agreement, by operation of law or otherwise,

d) Amazon retains the right to immediately halt any of Your Transactions,

f) Amazon will provide notice to you under this Agreement by posting

i) Notwithstanding anything to the contrary herein, nothing in this

"Amazon Associated Properties" means any website or other online point of

"Amazon Contracting Party" means the party outlined below.

Service Amazon Contracting Party

Selling on Amazon Souq.com FZ LLC

Fulﬁllment by Amazon Souq.com FZ LLC

Transaction Processing Souq.com FZ LLC

Amazon Advertising Souq.com FZ LLC

Other Services As speciﬁed in the applicable

"Conﬁdential Information" means information relating to us, to the

"Content" means copyrightable works under applicable Law and content

"Elected Country" means the United Arab Emirates.

"Excluded Products" means the items described on the applicable Restricted

"Insurance Limits" means AED 1,000,000.

"Insurance Threshold" means AED 37,000.

"Intellectual Property Right" means any patent, copyright, Trademark,

"Order Information" means, with respect to any of Your Products ordered

"Person" means any individual, corporation, partnership, limited liability

"Service" means each of the following services: Selling on Amazon,

"Technology" means any: (a) ideas, procedures, processes, systems, methods

under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries,

"UAE" means the United Arab Emirates.

"Your Materials" means all Technology, Your Trademarks, Content, Your

"Your Personnel" means any third party warranting, administering or

Selling on Amazon Service Terms

The Selling on Amazon Service ("Selling on Amazon") is a Service that

S-1 Your Product Listings and Orders.

S-1.2 Product Listing; Merchandising; Order Processing. We will enable

S-1.3 Shipping and Handling Charges. For Your Products ordered by