Merchant Agreement for Amazon Pay
Welcome to Amazon Pay, a service that allows users of Your Site to login to Your Site using their Amazon account credentials and allows you to collect (from such users) payments made online in respect of sale of Your Products using the Payment Method, as further described in this Agreement (the "Service(s)").
THIS 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 EXECUTING THIS AGREEMENT YOU AGREE TO USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES AMAZON PAY SERVICE TERMS AND PROGRAMME POLICIES FOR THE SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH YOUR SITE.
If there is any conflict between the Programme Policies and these General Terms or these Amazon Pay Service Terms, the Programme Policies will govern. If there is any conflict between these General Terms and the Service Terms, the Service Terms will govern.
1. Purpose of the Service and Enrolment
This Service will allow you access to Amazon customers who can sign in to Your Site using their Amazon account credentials and/or make payments towards Your Products using the Payment Method. In order to facilitate your use of the Services, we or our affiliates may make our Content available to you.
You must complete the registration process to use the Services under this Agreement. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of registration, you must provide us with your (or your business's) legal name, address, date of establishment, phone number, e-mail address, copy of PAN card and VAT Or Service Tax Registration details (as applicable) along with GST details and any other related information/documents as requested by us.
2. Service Requirements
After you have been enrolled for using the Services, you may use our Content for the limited purpose of creating an Amazon Pay sign-in on Your Site provided your proposed usage of our Content is pre-approved by us in writing and as per the provisions of Section 5 below.
You will not engage in the sale of products and services prohibited/restricted under the Acceptable Use Policy of Amazon and shall comply with its provisions at all times.
In addition, you agree that:
- you will, at all times, offer the Payment Method as a payment option for customers on Your Site;
- you will be solely responsible for, and bear all risk and liability for Your Products, Your Site including but not limited to the technical operation of Your Site and all related equipment, and the use or display of Content or other materials on Your Site;
- you will display the Amazon Logo prominently on Your Site, at least as prominently as the most prominent of any other third-party authentication service logo offered on Your Site, and comply with our Button Guidelines and Style Guidelines mentioned in Amazon Pay Guidebook.
- you will not use the Amazon Pay APIs for any purposes other than the transactions through the Service and particularly not for the purpose of monitoring the availability, performance, or functionality of any of Amazon Pay's products or services;
- if we allow you to cache data you receive using the Amazon Pay API, you will refresh the data at the interval we specify;
- you shall not use the Services to promote, or to export customer data to, a product or service that replicates an Amazon product or service without our permission;
- if you stop using the Services or if you are no longer enrolled, you must delete all information about a customer you have received from us except the customer’s name, e-mail address and the transaction history;
- you will keep Amazon informed at all times about your business activities and the nature of Your Products including when you discontinue or launch any new products as Your Products (whether digital or physical, or services) or whenever there is a change in the nature or Your Products offered for sale on Your Site; and
- you will delete all data you receive from us concerning a customer if the customer asks you to do so, and will provide an easily accessible mechanism for customer to make that request. We may require you to delete data you receive from us if you violate this Agreement.
You will provide us with any information that we request to verify your compliance with this Agreement.
3. Service Fee Payments
Fee details are described in the Amazon Pay Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the Amazon Pay Service Terms provide otherwise. To use the Services, we may require you to submit valid bank account information for a bank account in your name that is held with a bank located within India ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Services and will update such information as necessary to ensure that it remains accurate and complete at all times. You authorize us to verify your information (including any updated information), and to charge Your Bank Account for any sums payable by you to us including taxes. All payments to you will be made to Your Bank Account, via cheque or electronic transfers, or through any other means specified by us. You agree that Amazon will not be liable for any failure to make payments to you as a result of incomplete or inaccurate information provided by you with respect to Your Bank Account or any other relevant account information.
In addition to our aforesaid right, we may instead choose to either (a) offset any amounts including tax that are payable by you to us against any payments we may make to you, (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt of the invoice; or (c) seek payment by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency (INR), and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, we reserve the right to obtain reimbursement from you by deducting from any future payments owed to you, or seeking reimbursement by any other lawful means. Our right to obtain reimbursement from you will not limit your rights to dispute, in good faith dispute, any amounts we maintain are due or payable.
If we reasonably conclude based on information available to us that your actions or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with your use of the Services, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension of payments; or (b) completion of any investigation(s) regarding your actions or performance in connection with the Agreement.
4. Term and Termination
The term of this Agreement will start on the earlier of (a) the date of your completed registration for the Services or (b) the date you began using the Services (the "Effective Date"), and continue until terminated by us or you as provided below (the "Term"). Either party may terminate or suspend this Agreement or the Services immediately in its sole discretion by prior notice to the other party with or without reason at any time. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, and 18 will survive termination. Any terms that expressly survive according to the Amazon Pay Service Terms will also survive termination.
5. License and Your Trademarks
You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and license during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re- format, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties. It is hereby clarified that we will alter any of Your Trademarks from the form provided by you only 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 Trademarks. 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.
During the Term of this Agreement, Amazon agrees to grant to you, the following rights under this Agreement (i) limited, non-exclusive, non-sub-licensable, non-assignable, non- transferable and revocable right to use Amazon Pay name, trademark and/or logo (“Amazon Logo”) on Your Site solely in connection with the scope of the Agreement. Any such use of the Amazon Logo will be subject to Amazon’s prior written approval. Upon the termination or expiration of this Agreement, you shall immediately cease and discontinue all further use of the Amazon Logo.
You agree that you will, from the date you begin using the Services, place the Amazon Logo on Your Site in accordance with the Button Guidelines of Amazon available at Amazon Pay Brand Guidelines.
You further agree and undertake that your use of the Amazon Logo on Your Site will be in accordance with the Trademark Usage Guidelines of Amazon available at Amazon Pay Brand Guidelines.
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered, and that you are a resident of India for income tax purposes; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any representations or obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment, refund, adjustment, or return thereof), Your Materials any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; and (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
- THE AMAZON PAY SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS AND USE THE AMAZON PAY SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AMAZON AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) 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 PAY SITE OR 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 TRANSACTION. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
- BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND MERCHANTS, IF A DISPUTE ARISES, YOU RELEASE AMAZON (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES) 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.
9. Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR 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 SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE SERVICES AND THE AMAZON PAY SITE GIVING RISE TO THE CLAIM.
10. Tax Matters
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT/CST and issuing VAT/CST invoices/credit memos road permits, way bill, transit form and other statutorily required documentation wherever required in connection with the business activities to be carried out by you between you and the customer. Amazon is not responsible for collecting, remitting or reporting any service tax, VAT/CST or other taxes arising from such sale or sale return. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of applicable national, state or local sales or use taxes or value added tax or service tax or goods and services tax ("Taxes") that Amazon is legally obligated to charge under the applicable legislation. Amazon should raise a valid tax invoice under applicable law(s) and regulations within 30 (thirty) days after the end of each month indicating the amount of reimbursements claimed, service fees and applicable taxes leviable thereon on the gross fees. Amazon may charge and you will pay any applicable Taxes, provided that such Taxes are stated separately on the valid tax invoice that Amazon provides to you;
If Amazon is required to deduct any income tax or other withholdings on any payments to be made to you, Amazon will have the right to deduct the required amounts and pay such amounts to the applicable regulatory authority on your behalf. You will not make any claim against us in respect of any deduction made pursuant to this Section 10. Throughout the Term of the Agreement, you will provide Amazon with any forms, documents, or certifications, including Permanent Account Number as may be required by Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under the Agreement. You confirm that you would duly pay any applicable Taxes on your income, as applicable under this Agreement on all amounts on which Taxes are not or inadequately withheld and report and file a return of income under the applicable laws and provide the necessary certifications in this respect.
During the course of your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that:
(a) all Confidential Information will remain Amazon's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your use of the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. 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 further agree not to disclose this Agreement or the contents hereof, and any amendments hereto or any contents thereof without the prior written consent of Amazon.
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
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Amazon is not an auctioneer. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that would contradict anything in this Section. This Agreement will not create an exclusive relationship between you and us.
14. Use of Amazon Transaction Information
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any Amazon Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and to comply with the provisions of applicable laws and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Amazon Transaction Information for any marketing or promotional purposes whatsoever (except as permitted in this Agreement), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase; (d) disparage us, our Affiliates, or any of their or our respective services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a user of the Amazon Pay Site or the Amazon Associated Properties. The terms of this Section do not prevent you from using other information that you acquire without reference to Amazon Transaction Information for any purpose, even if such information is identical to Amazon Transaction Information, provided that you do not target communications on the basis of the intended recipient being a user of the Amazon Pay Site or Amazon Associated Properties.
15. 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 Pay Site or Services (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.
We reserve the right to determine and control all aspects (including all functionality) of the Services as well as the right to re-design, modify and remove any or all aspects of them. We may amend any of the terms and conditions contained in this Agreement (including the Amazon Pay Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the Amazon Pay Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted on the Seller Central or the Amazon Pay Site for at least 30 (thirty) calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to the Amazon Pay Site and Seller Central to understand the current Agreement and Programme Policies and to be sure that the each of Your Products you offer for sale can be sold using the Services. YOUR CONTINUED USE OF THE SERVICES AFTER AMAZON'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
17. Password Security
Any password generated may be used only during the Term to access Your Account or Seller Central (or other tools we provide) to use the Services, including electronically accepting Your Transactions and reviewing 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.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Bangalore regarding any dispute with Amazon relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
Amazon retains the right to immediately halt or delay any transaction, prevent or restrict access to the Services in the event any of Your Products or any listings on Your Site violate any applicable Law and/or any Amazon Programme Policies. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
The authoritative language of this Agreement and any subsidiary or associated documentation will be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will govern. You agree we may communicate with you in English during the Term of this Agreement.
We will send all notices and other communications regarding this Agreement to you at the e- mail addresses you designated for notifications and updates in your programme application, within Seller Central or Your Account, or by any other means specified by us. You may change your e-mail addresses via Your Account. You must send all notices and other communication relating to your use of the Services to us via e-mail to email@example.com.
This Agreement incorporates and you hereby accept the Amazon Pay Service Terms and the applicable Programme Policies, which Amazon may modify from time to time. This Agreement, along with the Amazon Pay User Agreeement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
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, such entity, except with respect to Amazon, "Affiliate" means solely its Affiliates domiciled in India.
"Agreement" or "Amazon Pay Agreement" means, collectively, the General Terms, the Amazon Pay Service Terms and the applicable Programme Policies.
"Amazon Associated Properties" means any website or other online point of presence, other than the Amazon Pay Site, through which any services available thereon are syndicated, offered, merchandised, advertised or described.
"Amazon Pay Balance" means the value in the semi-closed loop pre-paid instrument (including stored value account or gift card) issued by us or a third party which is co-branded with our brand name, to enable customers to utilize such stored value account/ payment instrument to purchase goods and/ or services from merchants (who have a specific contract with us to accept such stored value account/ payment instrument).
"Amazon Pay Site" means https://www.amazonpay.in, which will be available at launch of the Service.
"Amazon Pay User Agreement" means the user agreement.
"Amazon Transaction Information" means, collectively, Transaction Information, and any other data or information including customer information acquired by you or your Affiliates from Amazon or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.
"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Seattle, Washington, United States of America; Luxembourg and the Republic of Singapore.
"Content" means copyrightable works including images, logos, specifications, code, documents, data, software, software development kits, libraries, application programming interfaces, and other information, technology, related materials and other content protected under applicable Laws.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Indian Rupees (INR).
"Payment Method" means either of the two options chosen by you for acceptance of electronic payments towards the sale of Your Products on Your Site, (a)Amazon Pay Balance along with other electronic payment methods such as credit card, debit card, net banking, EMIs or any other payment modes offered by us; or (b) Amazon Pay Balance alone.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Programme Policies" means all terms, conditions, policies, guidelines, rules and other information on the Amazon Pay Site or on Seller Central, including those shown on the "Policies and Agreements" section of Seller Central or elsewhere in the "Help" section of Seller Central or Your Account.
"Seller Central" means the online portal and tools made available by Amazon to you, for managing your transactions and access to the Amazon Pay Site.
"Service(s)" means the meaning ascribed to the term under the recitals of the Agreement.
"Service Terms" means the service terms specific to the Services (in the case of the Service, the Amazon Pay Service Terms) set forth herein and made a part of this Agreement upon the date you elect to register for the Services.
"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 other source or business identifier, protected or protectable under applicable Laws.
"Transaction Information" means, with respect to any of Your Products, the transaction information posted on Seller Central constituting transaction details, shipping address, contact details and e-mail address of your customers and other related information that we provide or make available to you.
"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Amazon may make available to you, for your use in managing your transactions and access to the Amazon Pay Site.
"Your Materials" means all Technology, Your Trademarks, your Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Amazon or its Affiliates.
"Your Product" means any product, whether in the physical or digital form, or any service that is made available or listed on Your Site for sale, offered for sale or sold by you or other third party merchants through the Service. Since the term "Your Product" includes physical goods and services, the references to the said defined term in this Agreement shall be construed in relation to the context in which it the term is used.
"Your Site" means the website or any other application controlled and/or operated by you on which Your Products are listed and offered for sale.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and service tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Your Products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
"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 Service.
Amazon Pay Service Terms
Unless defined in these Amazon Pay Service Terms (including the Amazon Pay Definitions), all capitalized terms have the meanings given to them in the General Terms.
S-1. Your Transactions
S-1.1 Transaction Processing. We will provide Transaction Information to you for each of Your Transaction. Sales Proceeds will be paid to you only in accordance with Section S-5.
S-1.2 Fraud. We will bear the risk of fraudulent purchases arising from the theft and unauthorized use of a third party's financial information related to its credit card, debit card, net banking account or other user credentials occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss. We may in our sole discretion delay, withhold for investigation, refuse to process, stop or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper or have initiated transmission/delivery of Your Products (in the context of services or goods in the digital form), you will use commercially reasonable efforts to stop or cancel delivery by such carrier or shipper or restrict access to such transmission/delivery). You will refund any customer (in accordance with Section S-2.2) that has been charged for a transaction that we stop or cancel.
S-2. Sale, Refunds and Returns
S-2.1 Sale. In connection with your use of the Services, you will: (a) retrieve Transaction Information at least once each Business Day; (b) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on Your Site or the Seller Central at the time of the applicable transaction or as may be required under this Agreement; (c) (d) provide to Amazon information/documents regarding shipment, delivery and transaction status and tracking (to the extent available), if requested by us, using the processes designated by us, and permit us to make any of this information publicly available; (e) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all Your Products made available for listing for sale on Your Site; (f) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return or request for a refund for Your Products. You agree that customers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds.
S-2.2 Returns and Refunds. You will accept and process returns, refunds and adjustments in accordance with these Service Terms and your refund policy displayed by you at Your Site. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling, or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Seller Central. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of the Amazon Pay Agreement. You will route all refunds and adjustment payments through Amazon Pay Site. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product or an alternate payment form accepted by the customer in which the payment may be provided by us), and you will reimburse us for all amounts so paid. For the purposes of making the aforesaid payments to the customer, you authorize us to make such payments or disbursements from your available balance in the Account (as defined in Section S-5.1). In the event your balance in the Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
S-3. A to Z Guarantee and Chargebacks
If we inform you that we have received a claim under the A to Z Guarantee (or any successor program) offered in connection with the Service on the Amazon Pay Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within three (3) days after request by us (if the claim relates to digital products/services) or seven (7) days after request by us (if the claim relates to physical goods), to the extent applicable: (a) proof of delivery of Your Product(s); (b) the Amazon transaction identification number; and (c) a description of Your Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) fraud for which we are responsible under Section S-1.2; or (z) our failure to make your Transaction Information available as the same was received by us, then you will promptly reimburse us in accordance with the Service Fee Payments section of the General Terms for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes and any fees retained by Amazon hereunder) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
You will pay us: (a) the applicable Transaction Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Amazon Pay Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Amazon Pay Subscription Fee" means the fee specified as such on the Amazon Pay Fees, for the Amazon Pay Site, unless otherwise mutually agreed in writing between you and Amazon. With respect to each of Your Transactions: (x) "Closing Fees" means the applicable fee, if any, as specified in the Amazon Pay Fees, unless otherwise mutually agreed in writing between you and Amazon; and (y) "Transaction Fee" means the applicable fee as specified in the Amazon Pay Fees, for the Amazon Pay 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, unless otherwise mutually agreed between you and Amazon.
All taxes or surcharges imposed on fees payable by you to Amazon will in addition to the fee and will be your responsibility.
S-5. Sales Proceeds and Refunds.
S-5.1 Account. Remittances to you for Your Transactions will be made through a nodal account in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009 or through another account if permitted under applicable laws ("Account"). You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
Subject to and without limiting any of the rights described in Section 3 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and will be used for the purpose of settling the claims under Section S-3 above, or as otherwise may be permitted by applicable Law.
S-5.2. Except as otherwise stated in this Agreement (including without limitation Section 3 of the General Terms), you authorize us to remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 days.
S-5.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-6. Control of Amazon Pay Site
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Amazon Pay Site and the Amazon Pay Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the Amazon Pay Site and the Services and any element, aspect, portion or feature thereof, from time to time).
S-7. Effect of Termination
Upon termination of these Amazon Pay Service Terms in connection with the Amazon Pay Site, all rights and obligations of the parties under these Service Terms with regard to the Amazon Pay Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
S-8. Tax Matters
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty, service tax or other tax or levy that you may be required to remit in connection with such sale.
All payments by Amazon to you will be made subject to any applicable withholding taxes under the applicable Law. Amazon will retain, in addition to any other amounts it may retain under this Agreement (including its net fees together with any applicable taxes Amazon determines it is obligated to charge or collect on the fees), an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to Amazon sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, Amazon will remit the amount evidenced in the applicable documentation to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, Amazon shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Amazon and Amazon will provide the necessary support and documentation as may be required by you for discharging your obligations.
Amazon may, but will not be required to, obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon successfully procures such an order, it will communicate the same to you. In that case, the amounts retained will be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
Amazon Pay Definitions
"Designated Day" means any particular Business Day of the week designated by Amazon on a weekly basis, in its sole discretion, for making remittances to you.
"Eligible Transaction" means each of Your Transactions for which we have received the Sales Proceeds.
"Payment Date" means, with respect to any of Your Transactions, the first Designated Day occurring at least 3 (three) days after the date on which Your Transaction became an Eligible Transaction, unless otherwise mutually agreed by the parties in writing provided that we may, in our sole discretion, designate any early Designation Day as the Payment Date.
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping, handling, convenience, gift wrap and other charges, any taxes and customs duties.
"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Transaction Fees due for such sums; (b) any Amazon Pay Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Your Site; (e) Reserves, as may be applicable as per this Agreement; (f) Closing Fees, if applicable; and (g) any other applicable fee prescribed under the Programme Policies.