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Seller Registration Terms

COURTS ONLINE SELLER AGREEMENT

1. INTRODUCTION

Welcome to Courts Online.

This Courts Online Seller Agreement (the "Agreement") comprises:

1.1    these Courts Seller Terms;

1.2    the relevant Service Terms; and

1.3    the Policies (including the Privacy Policy),

which, together, govern your access and use of the Services through your account(s) and is an agreement between you or the organisation you represent ("you") and Courts (Singapore) Pte. Ltd. ("we", "us" and "Courts").

BY SIGNING THIS AGREEMENT, REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ORGANISATION YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

2. REGISTRATION PROCESS

To use the Services, you must complete the Registration process. As part of the Registration, you must provide us with your (or your organisation's) legal name, address, phone number and email address and any other information Courts requires as part of the Registration process. Courts may at any time require you to submit any information and/or evidence at a designated location or through methods as instructed by Courts to verify your Registration. If there is a change to any information submitted to Courts, whether at the time of submission or later, you must immediately notify Courts and provide the updated information.

We may refuse your Registration at our sole discretion and without notice or reason.

3. SERVICES

Following your successful completion of the Registration process, we will provide you with the Marketplace Services (and other Services as agreed between you and us from time to time).

We may refuse to provide any or all of the Services to you at any time at our sole discretion and without notice or reason.

4. THE ROLE OF COURTS

Courts may allow you to list and sell your Products on Courts Online. Courts Online is a platform that helps facilitate Your Sales to Buyers. However, Courts is not the Buyer or the Seller of your Products. Courts Online is a platform that allows you to negotiate and complete Your Sales to Buyers. The contracts formed at the completion of Your Sales are solely between you and the relevant Buyer. Courts is not a party to this contract nor assumes any responsibility arising out of or in connection with it. You are responsible for the sale of the Products and for dealing with anyBuyer claims or any other issue arising out of or in connection with the contract for Your Sale. Courts wants Buyers to have a good experience on Courts Online. This is why Courts requires you to comply with the Exchange, Return and Refund Policy and the Seller Price Promise.

5. RELATIONSHIP OF PARTIES

You and we are independent contractors and nothing in this Agreement will be construed to create an agency, employment, franchise, joint venture, partnership or sales representative relationship between the parties. Courts is not an auctioneer, neither is it an agent for the Buyer or the Seller. You will have no authority to make or accept any offers or representations on Courts’s behalf. You will not make any statement that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

6. CONTROL OF COURTS ONLINE

Notwithstanding any provision in this Agreement, we will have the right at our sole discretion to determine the content, appearance, design, functionality and all other aspects of Courts Online and the Services from time to time (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, Courts Online and any element, aspect, portion or feature thereof (including any product listings)) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list any or all Products.

7. YOUR REPRESENTATIONS

You represent, undertake and warrant to us that: (a) if you are an organisation, you are duly organised and registered, validly existing and in good standing under the Regulations of the territory in which your organisation is registered (or, if you are an individual, you are at least 18 years old and you have provided Courts with your name as reflected in your passport); (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations and grant the rights you grant hereunder; (c) any information provided by you or your affiliates to Courts or its affiliates is true, accurate and complete, and you will immediately update such information as necessary to ensure it remains accurate and complete at all times, and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Regulations in your performance of your obligations and exercise of your rights under this Agreement.

8. MANAGEMENT OF USER ACCOUNT AND PASSWORD

We may provide you with multiple user accounts and passwords in order for you to access and use the Services. You are solely responsible for the management and protection of your user accounts and passwords. You may not disclose your user accounts or passwords to any third party (other than third parties authorised by you to use your accounts in accordance with this Agreement) and you are solely responsible for any use of or action taken under your user accounts and/or passwords.If any of your user accounts or passwords are compromised (or you suspect so), you must immediately change your passwords and immediately notify and permit Courts to take any action that it deems necessary, including suspending or closing your user accounts.

9. SERVICE FEES AND PAYMENTS

Courts shall invoice you for all Service Fees due. Courts may then choose to either (a) deduct any Service Fees (or other amounts, including refunds) against any payments we may make to you, or (b) require you to pay the invoiced amounts upon receipt of the invoice by GIRO or by a bank’s standing instruction into any account that Courts may specify. You agree to accept electronic GST invoices in a format and method of delivery as determined by us.Unless stated otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Singapore Dollars ("SGD"), and all payments contemplated by this Agreement will be made in SGD. Courts may, from time to time and in its sole discretion, amend the Service Fees. Courts will notify you of all such changes on Courts Online (or by e-mail or by other electronic message e.g. SMS) at least 14 days before the changes are effective. Courts will specify the effective date of the changes in the notice.

YOUR CONTINUED USE OF ANY SERVICE AFTER COURTS POSTS ANY SUCH CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

10. TAX

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 GST and issuing GST invoices/credit memos where required. Courts is not responsible for collecting, remitting or reporting any GST or other taxes arising from such sale.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, customs and export duties and you will pay any taxes that are imposed and payable on such amounts. If we are required by Law to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us.

11. TERM AND TERMINATION

The term of this Agreement will start on the date your Registration is successfully completed and continue until terminated by us or you in accordance with the terms of this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service immediately by notice (to be sent by e-mail) to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by giving one month’s notice (to be sent by e-mail). Notices shall be effective upon the sending of the e-mail (unless the sender of the e-mail is notified that the e-mail was not received). Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations under this Agreement (or in relation to the terminated Service(s), as applicable) will terminate, except Sections 4, 5, 6, 9, 10, 13, 14, 15, 16, 17, 18, 20, 23, 25, 26, 27, 28, and 30 will survive.

Courts retains the right to immediately halt any of Your Sales, prevent or restrict access to the Services or take any other action to restrict access to or availability, if Courts becomes aware of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items or actions otherwise in breach of this Agreement.

12. LICENCE

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and licence to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of Courts Channels; 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 Trademarks (provided you are unable to do so using standard functionality made available to you via the Service).

13. CONFIDENTIALITY

During the course of your use of the Services, you may receive information relating to us or to the Services (including Sales Information), that is not known to the general public (whether marked as confidential or not) ("Confidential Information"). Unless otherwise required under applicable Regulations, you agree that: (a) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (b) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (c) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. 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, except that you may use our logo (but may not alter it in any way) solely in connection with a statement that your Products are available to buy on Courts Online (and in accordance with any other instructions that Courts may issue from time to time).

14. USE OF SALES INFORMATION

You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any Sales Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement 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 Sales Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our Privacy Policy, Privacy Regulations or applicable Regulations; (c) contact a Person that has ordered your Product that has not yet been delivered with the intent to collect any money in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a Courts Online User. In addition, you may only use tools and methods that we designate to communicate with Buyers regarding Your Sales, including for the purpose of scheduling or cancelling the delivery of your Products.

You must delete all Sales Information when you no longer need it to perform your obligations under this Agreement.

The terms of this Section 14 do not prevent you from using other information that you acquire without reference to the Sales Information for any purpose, even if such information is identical to the Sales Information, provided that you do not target communications on the basis of the intended recipient being a Courts Online User.

Nothing in this Agreement shall prevent or limit any uses by Courts of the Sales Information.

15. ACCESS AND DISCLOSURE OF INFORMATION BY COURTS

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 user contact details, IP addresses and traffic information, usage history and posted content.

16. INDEMNIFICATION

You will indemnify us, our affiliates (and their and our agents, employees, directors and officers) against any claim, loss (direct or indirect), damage, settlement, cost, expense or other liability (including attorneys' fees) (each a "Claim") arising from or related to your use or misuse of Courts Online or any Services; any claim in relation to your Products; your actual or alleged breach of any obligations in this Agreement; your actual or alleged breach of any obligations in the Selling Policy; your breach or alleged breach of any third-party rights; or Your Taxes or the collection, payment or failure to collect or pay Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. 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.

Courts reserves the right, at its own expense, to assume the exclusive defence and control of any Claim, in which event you will cooperate with Courts in asserting any available defences.

17. COURTS’S DISCLAIMER

(A) COURTS ONLINE AND THE SERVICES ARE PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES (WHETHER IMPLIED OR OTHERWISE) (I) REGARDING THIS AGREEMENT, COURTS ONLINE AND THE SERVICES, (II) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, (III) THAT THE FUNCTIONS CONTAINED IN COURTS ONLINE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE OR (IV) THAT THE BUYERS WILL PERFORM AS THEY PROMISE. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, OR COMPLETION OF ANY ORDER OR YOUR SALES.

(B) IF A DISPUTE ARISES BETWEEN YOU AND ANY OTHER COURTS ONLINE USER, YOU RELEASE COURTS AND OUR AFFILIATES (AND THEIR AND OUR AGENTS, EMPLOYEES, DIRECTORS AND OFFICERS) 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.

18. LIMITATION OF COURTS’S LIABILITY

Courts will not be liable for any material or data sent or received or not sent or received or any of Your Sales entered into by any other party apart from Courts, through the use of the Services. Courts is not liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another party’s rights, including intellectual property rights.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR ANY TYPE OF CIVIL RESPONSIBILITY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR: (I) 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 (II) FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, IN BOTH CASES EVEN IF COURTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OPERATIONS OR YOUR SALES CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO COURTS IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

Nothing in this Agreement shall limit or exclude any liability for fraud or any other liability that cannot be lawfully limited and excluded.

19. INSURANCE

If the gross proceeds from sales of Your Products processed through the Services exceed the Insurance Threshold during each calendar month over any period of three (3) consecutive calendar 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 public third party liability insurance in connection with Courts Online with at least the Insurance Limits per occurrence/incident covering liabilities caused by the operation of your business in connection with Courts Online, including product liability and bodily injury, with policy(ies) naming Courts as additional insureds. At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 19 (Insurance) to following address we specify.

20. NO THIRD PARTY RIGHTS

Except where expressly stated, nothing in this Agreement is intended or shall be construed to give to any person other than the parties any legal or equitable right under this Agreement.

21. 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.

22. SUGGESTIONS AND OTHER INFORMATION

If you provide suggestions, comments, ideas, improvements or other feedback or materials to us in connection with Courts Online (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise exploit any of the foregoing information or materials in any manner and without any further obligation to you, including any payment obligation.

23. OUR COMMUNICATIONS WITH YOU AND NOTICES TO YOU

We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated in your Registration for notifications and updates or on the Seller Hub, or by any other means then specified by Courts. You may change your e-mail addresses by updating your information on the Seller Hub. You must send all notices and other communications relating to this Agreement, Courts Online and the Services to us only by using the applicable tools and methods that we designate on the Seller Hub.

24. ASSIGNMENT AND DELEGATION

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Courts may transfer, assign or delegate its rights and obligations at its sole discretion and without notice.

25. NO WAIVER

Our failure or delay in exercising any (or any part of a) right or remedy provided by law or under this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

26. ORDER OF PRIORITY AND LANGUAGE

If there is any conflict between any of: (a) the Policies; (b) the Service Terms; and (c) the Courts Seller Terms, then the term falling into the first category in this list will prevail.

The authentic language of this Agreement is English and any translations provided are for convenience only. If there is any conflict between the English language version of this Agreement and any translation, then the English language version will prevail. You agree we may communicate with you in English during the term of this Agreement.

27. ENTIRE AGREEMENT AND SEVERANCE

This Agreement represents the entire agreement between the parties with respect to Courts Online, the Services and the related subject matter and supersedes and extinguishes all previous or contemporaneous oral or written agreements and understandings. You acknowledge that in entering into this Agreement you do not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions in this Agreement.

28. GOVERNING LAW AND JURISDICTION

The laws of Singapore govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way to your use of the Services or to this Agreement shall exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the "SIAC Rules"). The arbitration shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.

29. AMENDMENTS TO THIS AGREEMENT, THE SERVICE TERMS AND THE POLICIES

Courts may, from time to time and in its sole discretion, amend this Agreement, the Service Terms and the Policies to the extent permitted by applicable Regulations.

Courts will post a notice of all such changes on Courts Online (or by e-mail or by other electronic message e.g. SMS) at least 14 days before the changes are effective. Courts will specify the effective date of the changes in the notice. You must regularly check Courts Online to understand the current Agreement, Service Terms and Policies.

YOUR CONTINUED USE OF ANY SERVICE AFTER COURTS POSTS ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

30. DEFINITIONS AND INTERPRETATION

Any phrase introduced by the terms "including", "include" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

As used in this Agreement, the following terms have the following meanings:

"Buyer" refers to any person who uses Courts Online to purchase Products;

"Business Day" refers to a day other than a Saturday, Sunday or public holiday in Singapore when banks in Singapore are open for business;

"Conditions of Use" means the general conditions of use relating to Courts Online that are displayed on Courts Online under the title Conditions of Use;

"Content" means copyrightable works under applicable Regulations and content protected by database rights;

"Courts Channels" means any website, device, service, feature, or other online point of presence, other than Courts Online, through which Courts Online and/or products or services available on it, are syndicated, offered, merchandised, advertised or described;

"Courts Online" means the website, the primary home page of which is identified by the URL www.courts.com.sg and any successor or replacement website through which the Services are provided;

"Courts Online User" means any registered Seller (other than you); any Buyer and any other Person using or browsing Courts Online;

"Courts Seller Terms" means the terms and conditions set out above, from Section 1 to Section 30 (inclusive);

"Exchange, Return and Refund Policy" means the terms and conditions on which you shall provide an exchange or refund to Buyers for any Products purchased on Courts Online, available on Courts Online;

"Insurance Limits" means SGD 800,000;

"Insurance Threshold" means SGD 8,000;

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Regulations 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;

"Marketplace Service" has the meaning given to in the Marketplace Service Schedule;

"Order Information" means, with respect to any of your Products sold through Courts Online, 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;

"Personal Data" means all information, whether true or not, about an individual who can be identified from the information or from the information and other information to which you or we are likely to have access;

"Policies" means all terms, conditions, policies, guidelines, rules and other information on Courts Online or on the Seller Hub, including the Conditions of Use, Exchange, Return and Refund Policy, the Selling Policy, the Seller Price Promise and the Privacy Policy;

"Privacy Policy" means the policy that governs how Personal Data should be used in connection with Courts Online and the Services; "Privacy Regulations" means all applicable Regulations relating to the protection of Personal Data;

"Product" means any product or service that is made available for listing for sale, offered for sale or sold by you through the Services;

"Registration" refers to any person’s submission to Courts to register as a Seller and to receive any of the Services from Courts, on such forms as Courts may from time to time prescribe and make available (whether online, offline or a combination);

"Regulations" means any decision, judgment, law, licence, order, ordinance, permit, rule, regulation or other requirement, now or hereafter in effect, of any governmental, judicial or national authority of competent jurisdiction;

"Sales Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Courts or its affiliates, or otherwise as a result of this Agreement or the purchases or transactions contemplated by this Agreement;

"Seller" refers to any person who has obtained Courts’ approval to make available its Products for sale on Courts Online;

"Seller Hub" means the online portal and tools made available by Courts to you, for your use in managing Your Sales, Services and use of Courts Online;

"Seller Price Promise" refers to a set of promises that the Seller makes to Buyers who have purchased Products, as available on Courts Online;

"Selling Policy" means the policy for selling on Courts Online set out in Schedule 1 to this Agreement;

"Service Fees" means the fees payable by you to Courts for the Services as set out in the relevant Service Terms;

"Service Schedule" means the service schedule to this Agreement specific to each Service and made a part of this Agreement upon the date you register for or use the applicable Service;

"Service Terms" means the terms and conditions relevant to the Services, usually set out in a Service Schedule;

"Services" means the services that Courts makes available on Courts Online, including the Marketplace Service and any other services we make available on Courts Online;

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Regulations 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 items;

"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 any Regulations;

"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 Courts or its affiliates;

"Your Sale" means any sale of your Product(s) through Courts Online;

"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes, duties, charges and payments assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, (ii) in connection with any products or services provided for which your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which your Products are, directly or indirectly, involved as a form of payment or exchange; and

"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.

SCHEDULE 1: THE SELLING POLICY

1. INTRODUCTION

This Selling Policy (this "Policy") sets out the rules and procedures that you must follow when you sell Products on Courts Online.

This Policy is part of the Courts Online Seller Agreement.

Please make sure you read and understand this Policy. We may amend this Policy at any time.

Unless defined in this Policy, all terms have the meanings given to them in the Courts Online Seller Agreement.

2. CONSEQUENCES OF A BREACH OF THIS POLICY

If we believe or suspect that you have breached this Policy or your actions/inactions are otherwise illegal or unsuitable, we may take any corrective action that we deem appropriate, including blocking any Transaction(s), holding funds associated with any prohibited Transaction(s), suspending or restricting your use of the Service and Courts Online, terminating your accounts, or any other corrective action. Please use the Seller Hub to contact us to report any breaches or suspected breaches of this Policy.

3. PROHIBITED PRODUCTS

The list below is a non-exhaustive list of products that you are prohibited from submitting for listing on Courts Online:

advertisements;
alcohol or tobacco;
export restricted items i.e. items whose sale is subject to export restrictions (e.g. Cuban cigars, certain encryption software and so on);
illegal items i.e. items whose sale, distribution or offering for sale is prohibited by any applicable law;
illegal or prescription drugs;
infringing items i.e. items that infringe another party's copyright, patent, trademark, design right, database right, other intellectual property or other proprietary right (e.g. pirated software, CDs, videos and DVDs, OEM software and so on) or any other right (e.g. privacy right or contractual right);
items that have failed to pass inspection/examination;
items that contain misleading advertising or false claims, whether on the Product label itself, in the Product description page on Courts Online or otherwise;
living animals;
obscene material including pornographic material;
offensive material including material that incites racial hatred or promotes discrimination (based on e.g. age, national origin, physical ability, race, religion, sex or sexual orientation);
poisons and dangerous substances (as defined by the applicable law or laws);
stolen or lost property;
weapons, firearms or ammunition; and
any other types of products that in our discretion are to be excluded from listing and/or sale using our service.


4. PROHIBITED ACTIVITIES

You must not engage in any of the following activities when using Courts Online:

4.1    copyright infringement i.e. before using third party’s copyrighted words e.g. inventions or creations, such as photographs, phrases or images, you must obtain written consent from the relevant third party;

4.2    direct transactions i.e. transactions entered into between you and a Buyer for a Product listed on Courts Online through any means other than Courts Online, including solicitation of direct transactions or accepting the solicitation of direct transactions (e.g. posting a link to a shopping mall or other online stores, posting a statement that certain benefits will be given to the Buyer if the Buyer purchases the Products through another website);

4.3    fictitious transactions i.e. transactions under which Products which you submitted for listing for sale on Courts Online e.g. for the purpose of raising your sales figures/profile;

4.4    inappropriate words e.g. for the purpose of obtaining more search views for Products;

4.5    portrait or name infringement i.e. the use of photographs, motion pictures or the name of celebrities or other people without his/her consent;

4.6    registering an inappropriate category i.e. registering Products at a non-related category;

4.7    trademark infringement i.e. before using third party’s trademarks or logos, you must obtain written consent from the owner of such trademarks or logos; and

4.8    any other types of activities that in Courts’ sole discretion are to be excluded from Courts Online.

5. COMPLIANCE WITH REGULATIONS

You must comply with all applicable Regulations including Regulations regarding product compliance. The list below is a non-exhaustive list of product compliance requirements that you must comply with:

5.1    environmental or health and safety requirements (e.g. batteries, packaging etc.);

5.2    markings/labelling requirements (e.g. voltage requirements); and

5.3    product compliance (e.g. plugs, voltage, toys, pharmaceuticals, cosmetics, food, product documentation, age requirements).


6. BUYER CARE

6.1    You must have a Buyer customer services team and process in place to provide Buyer service and manage Buyer returns, refunds and exchanges. You must provide general Buyer customer services including handling Buyers’ tax invoice requests. You must at all times provide a high level of customer service to Buyers and potential Buyers.

6.2    You must provide contact details for Buyers to contact your Buyer customer services team at all times (or at least during normal business hours). You must inform Buyers how they can reach your Buyer customer services team through your Seller profile.

6.3    You must manage Buyers’ expectations by allowing a longer leadtime to ship to cover shipping time from the dispatch location.

6.4    You must make sure that your Product sales price includes all taxes (including any GST).

6.5    You must provide a returns address. This should be a local address or you can also offer your Buyers free shipment for returns to your home country address. IF YOU DO NOT PROVIDE A LOCAL RETURNS ADDRESS AND DO NOT OFFER FREE SHIPMENT EXTERNALLY YOUR PRODUCTS MAY NOT BE CAPABLE OF RETURN AND MAY NEED TO BE DISPOSED OF WITHOUT REIMBURSEMENT TO YOU.

6.6    You must handle Buyer customer service related to packaging, handling and shipment. This includes contacting the Buyer one (1) day in advance of the scheduled delivery date to confirm the delivery status and giving the Buyer a courtesy call 1 hour before arrival.

6.7    You must be (or your freight forwarder must be) listed as importer/consignee and you must nominate a customs broker. You must pay all relevant import duties, import GST and other taxes. If you do not do so, your shipments may be rejected and you may have to pay additional costs. You are also responsible for any charges or claims as well as for arranging re-delivery of Products.


SCHEDULE 2: THE MARKETPLACE SERVICE SCHEDULE

The Marketplace Service is a service that allows you to list certain Products for sale on Courts Online (the "Marketplace Service"). This Service Schedule is part of the Courts Online Seller Agreement (the "Agreement"), but concerns and applies only to your use of the Marketplace Service.

1. YOUR LISTING ACTIVITIES

You may submit to Courts information regarding your Products that you would like to make available on Courts Online. Information to be submitted includes a short description and image of your Product, its brand name, country of manufacture, relevant product certifications, the categories under which your Products should be listed, customer reviews (if any), and any other information that Courts may from time to time request (the "Product Information"). Courts reserves the right at its sole discretion to reject any of your Products from being listed on Courts Online.

You shall ensure that all Product Information provided to Courts is at all times complete, accurate and up-do-date, and complies with all applicable Regulations. You shall bear all liability for and Courts shall not be responsible for any errors, inaccuracies or breach of Regulations in relation to the Product Information provided to Courts. Any omission in providing the required Product Information shall be considered a breach of your obligations under this Section 1.

You may only label Products as non-refundable or non-exchangeable with Courts’s prior written approval. The Exchange, Return and Refund Policy sets out a list of Products that have been pre-approved by Courts to be labelled as non-refundable or non-exchangeable. You must disclose the fact that the Product is non-refundable or non-exchangeable on the Product’s description page on Courts Online and, at the time of delivery, also specify the same on the Product’s packaging or other easily recognisable place. The Exchange, Return and Refund Policy shall not permit Buyers to exchange or seek a refund for such non-refundable or nonexchangeable Products, unless the Products are found to be defective at the time of delivery.

Courts will provide you with the ability to check and correct your Product description page.

You must not submit products or services for listing that breach the terms of the Selling Policy.

You shall obtain all necessary approvals and licences and meet all qualifications or requirements necessary under all applicable Regulations to sell the Products, including consumer protection requirements, product safety requirements, packaging and labelling requirements and environmental requirements.

You shall respond to any and all enquiries made by Courts within one (1) Business Day.


2. SETTING THE SALE PRICE

You shall set the Sale Price in SGD for each of your Products. Upon Courts’s request, the parties will discuss and negotiate in good faith any promotional activity that Courts wishes to undertake in connection with any of your Products and a possible discounted Sale Price. On limited occasions Courts may reduce the Sale Price of your Products in connection with promotional activity (and, if Courts does so, Courts will refund the difference between the Sale Price you set and the reduced Sale Price).

3. PURCHASE ORDERS

When a Buyer places an order, you will be notified via a Purchase Order via the Seller Hub. Once you are notified of the Purchase Order, you shall indicate acceptance of the Purchase Order, electronically via the Seller Hub.

You may only reject a Purchase Order if you are out of stock of your Product. If you wish to reject a Purchase Order for any other reason, you must notify Courts immediately.

You must accept or reject the Purchase Order via Courts Online within the following timelines:

For Sellers established in Singapore: 24 hours from receipt of Purchase Order
For Sellers established outside of Singapore: 48 hours from receipt of Purchase Order


4. DELIVERY OF PRODUCTS

After accepting the Purchase Order, you shall properly package the ordered Products to prevent any possible damage in the course of delivery and shall arrange for delivery and track the delivery of the ordered Products. You shall bear all costs related to such delivery. Before delivering Your Products, you shall always confirm whether the relevant Purchase Order has been cancelled by using the Seller Hub. If you deliver the Products when the Purchase Order has been cancelled, you shall be liable for all expenses and costs incurred in returning the Products.

Products must be shipped by Sellers and en route to Buyers within the following timelines:

For Sellers established in Singapore: 48 hours from receipt of Purchase Order
For Sellers established outside of Singapore: 72 hours from receipt of Purchase Order


You shall ensure that the ordered Products are delivered within the specific delivery timelines specified on the Product description page. You shall make delivery of your Products in accordance with the delivery address, quantity of products and all other details that may be specified in the Purchase Orders.

If you fail to deliver ordered Products free from defects, or if the ordered Products fail to be delivered to the Buyer or fail to be received by the Buyer due to reasons not attributable to the Buyer within the time period set out in the Product description page, you shall bear all liability. If you encounter difficulty in delivering the ordered Products on time, you must immediately notify Courts.

After completion of delivery, you shall confirm the completion of delivery by submitting to Courts the details of the delivery accompanied by such relevant proof of delivery as Courts may require. You shall ensure that signed acknowledgement is obtained from the Buyer, confirming the Buyer receipt of the Products and acknowledging that the Products are not defective at the time of receipt ("Signed Acknowledgement").

5. EXCHANGE, RETURN AND REFUND AND SELLER’S PRICE PROMISE

Buyers may, in accordance with the Exchange, Return and Refund Policy, request to exchange or refund the Product that they have purchased. Buyers may make this request to Courts or directly to you. In either case, the Buyer shall return the purchased Product to you and request you to provide it with a full refund or to exchange the Product for a similar replacement Product or a different Product supplied by you on Courts Online. You shall honour all such requests for exchanges or refunds.

If a Buyer requests for an exchange, you shall take any and all necessary steps to ensure that the newly exchanged Products are delivered to the address specified by the Buyer within ten (10) Business Days from the date on which the request for an exchange was made.

If the newly exchanged Products are a different Product (rather than a replacement Product), then: (a) if the newly exchanged Product are different from the originally ordered Product and of a higher price than the returned Products, you shall be entitled to charge the Buyer for the difference in price via Courts Online and you will received the different via Settlement; and (ii) if the newly exchanged Products are of a lower price than the returned Products, Courts shall refund to the Buyer the difference in price and you agree to and shall fully refund Courts for the full sum of any such payments made by Courts.

If the Buyer requests a refund, Courts shall pay the refund to the Buyer on your behalf and you agree to and shall fully refund Courts for the full sum of any such payments made by Courts.

If a Buyer who has purchased Products from you on Courts Online is able to find a lower price for the Products elsewhere on Your Sales Channels, Courts may refund the Buyer multiples of the price difference in accordance with the Seller Price Promise. You agree to and shall fully refund Courts for the full sum of any such payments made by Courts in accordance with the Seller Price Promise.

You will be notified of such refund or exchange requests via the Seller Hub or any other means which Courts may at its sole discretion use. Your failure to check such requests will be deemed as your fault, and you shall not refuse to provide a refund or exchange on the ground that no prior notice was given.

6. WARRANTY ON PRODUCTS AND DEFECTIVE PRODUCTS

You represent, undertake and warrant to us (and to each applicable Buyer) that:

(a) you are the true owner of the Product or are properly authorised to sell the Product by the true owner and are able to transfer good title to the Product to the Buyer free from any third party claims, liens or encumbrances;

(b) your listing is accurate, current and complete and is not misleading or otherwise deceptive;

(c) in addition to any manufacturer’s warranty given on the Products, you shall provide the Buyer with a reasonable "fair wear and tear" warranty period on each of the Products. What constitutes a reasonable "fair wear and tear" warranty period depends on the Products and its normal usage;

(d) your Products are safe, free from defects, comply with the description given to it, are of satisfactory quality, are fit for purpose; and (e) you will be responsible for all warranty obligations on the Products and for administering any warranty claims promptly.

Courts will refer any claims, complaints and enquiries by the Buyer (in connection with the warranties in this Section 6 or otherwise) to you and you shall liaise directly with the Buyer to resolve the claim, complaint or enquiry (including by repairing or replacing the Products concerned where required). You shall respond to each communication from the Buyer within one (1) Business Day. If there is an unresolved dispute between the Buyer and you, the dispute shall be referred to Courts and the decision of Courts shall be final and conclusive and be binding on you.

In relation to any unresolved dispute, at the request of Courts, you shall, at your own cost and expense, repair or replace any Product that is found to have contained a defect at the time of delivery ("Defective Product") and if it is impossible or unreasonable to repair or replace the Defective Product, you shall allow the Buyer to return the Defective Product for a full refund.

If any defect which may adversely affect users’ safety is found in the purchased Products, you shall recall all the relevant Products at your own expense and shall bear all liability.

7. SETTLEMENT

YOU MUST NOT INVOICE BUYERS DIRECTLY (OR INDIRECTLY).

Within fourteen (14) days after you have dispatched the relevant Product and informed Courts of the same via Courts Online, Courts will credit your account on the Seller Hub for the purchase of the Products, except that if there is any kind of dispute between the Buyer and you, Courts may not credit your account on the Seller Hub for the relevant purchase until fourteen (14) days after the dispute has been settled. You can elect at any time to transfer the credit in your account on the Seller Hub to your Settlement Account. Settlement will take place by wire transfer to your Settlement Account and you shall be notified as to how long this will take on the Seller Hub. The Seller accepts and shall be liable for all banking charges

Settlement shall be in SGD.

If the Marketplace Service is terminated, Courts may, for one (1) month from the termination date, suspend the Settlement of the amount equivalent to 50% of Courts’ monthly average sales of your Products for the previous three (3) months, and use the reserved money for paying additional charges and honouring the Buyer’s refund or exchange claims, after which Courts will pay you any remaining amount after such matters are settled.

Courts may, at any time, reserve Settlement upon occurrence of any of the following events:

(a) if the Buyer pays by credit card, Courts may reserve Settlement for up to 60 days in order to check whether the sale constitutes a fictitious transaction due to wrongful use of credit cards;

(b) if reservation of Settlement is requested by the courts or other eligible third party, Courts may reserve Settlement until such request is released, or pay the Settlement amount to a creditor which Courts considers fit;

(c) if you fail to provide such proof of delivery or Signed Acknowledgement as may be required under these Services Terms;

(d) if you are found to have offered for sale Products not fit for sale, or if more than 5% in value of your Products results in requests for exchange or refund from Buyers; or

(e) if similar types of claims continually occur between Courts and Buyers in relation to your Products.

Without limiting the generality of the foregoing, Courts may, under applicable Regulations or with reasonable ground, reserve Settlement of all or part of the amount due to you for a period specified by Courts, by giving prior notice to you.

If a sale constitutes a fictitious or fraudulent transaction, or Courts otherwise agrees with the relevant bank, credit card or payment company to refund an amount paid in respect of a sale (e.g. because the transaction was challenged as a fraudulent transaction), Courts reserves the right to recover the same amount from the Seller in accordance with Section 9 (Service Fees and Payment).

You shall immediately notify Courts if there is a change in your address or Settlement Account. Courts shall not be liable for any damages and losses incurred due to any delay in such notification.

Courts shall be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Agreement.

8. SERVICE FEES

The Service Fees for the Marketplace Service are set out in the Annex to this Service Schedule.

9. DEFINITION OF TERMS

As used in this Service Schedule, the following terms have the following meanings:

"Purchase Order" means an order for Product(s) by a Buyer submitted to you containing the Order Information;

"Sale Price" refers to the price at which a Product is made available for sale on Courts Online and does not refer to the recommended retail price of the Product;

"Settlement" refers to the process where Courts remits sums owing to you in payment for the Products that Courts has purchased from you;

"Settlement Account" refers to the bank account provided by you which Courts makes payment into as part of the Settlement process; and

"Your Sales Channels" means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores;

ANNEX: SERVICE FEES

Please see details as set out in a separate e-mail to the Seller from Courts, on in a separate written document sent to the Seller by Courts or as set out in the Seller Hub by Courts (as applicable).

Seller Registration Terms

General Terms

Welcome to Amazon Services Business Solutions, a suite of optional services for sellers including: Selling on Amazon, Amazon Webstore, Fulfillment by Amazon, Product Ads, and Transaction Processing Services.

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 FOR THE COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE ("ELECTED COUNTRY").

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 a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.

1. Enrollment

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. We may at any time cease providing any or all of the Services at our sole discretion and without 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 credit card information from a credit card or credit cards acceptable by Amazon ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by Amazon (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. 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. For any amounts you owe us, we may (a) charge Your Credit Card; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to 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; or (e) seek such payment or reimbursement from you by any other lawful means. 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. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

IF WE DETERMINE THAT YOUR ACTIONS OR PERFORMANCE MAY RESulT IN RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, OR OTHER RISKS, THEN WE MAY IN OUR SOLE DISCRETION WITHHOLD ANY PAYMENTS TO YOU UNTIL THE COMPLETION OF ANY RELATED INVESTIGATION. IF WE DETERMINE THAT YOUR ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDulENT, OR ILLEGAL ACTIVITY, THEN WE MAY IN OUR SOLE DISCRETION PERMANENTLY WITHHOLD ANY PAYMENTS.

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 an Amazon Site or Service is unavailable following the commencement of a transaction.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by Amazon. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. 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, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License.

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, 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 Trademarks (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 United States copyright law, referential use under trademark law, or valid license from a third party).

5. Representations.

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 country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Amazon or its Affiliates is at all times accurate and complete; and (d) 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.

6. Indemnification.

You release us and agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any claim, loss, damage, settlement, cost, 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 obligations in this Agreement; (b) any of Your Sales Channels other than Amazon Sites and Amazon Associated Properties, Your Products (including their offer, sale, performance and fulfillment), 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; (c) any act or omission of Your Personnel; or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take 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 with held.

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 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 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 each applicable 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 Amazon expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Amazon and used by you. You agree to and will comply with the. All fees payable by you to Amazon under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Amazon any of Your Taxes imposed on such fees.

11. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Amazon Transaction Information, 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 participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (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. 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.

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 (if the Elected Country for a Service is the United States), 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. Use of Amazon Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Amazon Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if 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, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Amazon Site user. In addition, you may only use tools and methods that we designate to communicate with Amazon Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Amazon Transaction Information for any purpose, even if that information is identical to Amazon Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Amazon Site user.

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 any 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.

16. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the applicable Amazon Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central to review the current Agreement (including the Service Terms and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER AMAZON'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security.

Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide) 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.

18. Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Amazon or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, or, if the Elected Country is the United States or Canada, we both consent that any such dispute or claim will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court that is a Governing Court if your claims qualify and you or we may bring suit in the Governing Courts to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Amazon will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
You may not assign 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.
We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.
Because Amazon is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), 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.
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 program application or within Seller Central, or by any other means then specified by Amazon. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable Amazon Site, on Seller Central, or by any other means. You may change your e-mail addresses and certain other information in Seller Central. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to Amazon to our Merchant Services Team by using the Contact Us form.
This Agreement incorporates and you accept the applicable Service Terms and 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. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) 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.

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 an Amazon Site, through which any Amazon Site, any Webstore Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.
"Amazon Contracting Party" means the party outlined below.
  • If the Elected Country is Canada:

    Service Amazon Contracting Party
    Selling on Amazon Amazon Services International, Inc.
    Selling on Amazon (if your account is enabled to list Optional Coverage Plans) Amazon Services Contracts, Inc.
    Fulfillment by Amazon Amazon.com.ca, Inc.
    Product Ads Amazon Services International, Inc.


  • If the Elected Country is Japan:

    Service Amazon Contracting Party
    Selling on Amazon Amazon Services International, Inc.
    Fulfillment by Amazon Amazon Japan Logistics K.K.
    Product Ads Amazon Services International, Inc.


  • If the Elected Country is the United States:

    Service Amazon Contracting Party
    Selling on Amazon Amazon Services LLC
    Selling on Amazon (if your account is enabled to list Optional Coverage Plans) Amazon Services Contracts, Inc.
    Fulfillment by Amazon Amazon Services LLC
    Amazon Webstore Amazon Services LLC
    Product Ads Amazon Services LLC
    Transaction Processing Services Amazon Payments, Inc., provided that if you registered for or used a Service prior to June 30, 2014, then Amazon Services LLC may in its discretion perform the Transaction Processing Services

"Amazon Site" means, as applicable, the CA Amazon Site, the JP Amazon Site, or the US Amazon Site.
"Amazon Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Amazon, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.
"CA Amazon Site" means that website, the primary home page of which is identified by the url www.amazon.ca, and any successor or replacement of such website.
"Content" means copyrightable works under applicable Law. "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.
"Governing Courts" means the applicable one of the following:
  • the state or Federal court in King County, Washington (if the Elected Country is Canada or the United States),
  • Tokyo District Court or Tokyo Summary Court depending upon the amount of the claim made (if the Elected Country is Japan).
"Governing Laws" means the applicable one of the following:

  • the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law (if the Elected Country is Canada or the United States),
  • the laws of Japan (if the Elected Country is Japan).

"Insurance Limits" means the applicable one of the following:
  • One Million Canadian Dollars ($1,000,000) (if the Elected Country is Canada),
  • One Hundred Million Japanese Yen (¥100,000,000) (if the Elected Country is Japan),
  • One Million U.S. Dollars ($1,000,000) (if the Elected Country is the United States).
"Insurance Threshold" means the applicable one of the following:
  • Ten Thousand Canadian Dollars ($10,000) (if the Elected Country is Canada),
  • One Million Japanese Yen (¥1,000,000) (if the Elected Country is Japan),
  • Ten Thousand U.S. Dollars ($10,000) (if the Elected Country is the United States).
"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.
"JP Amazon Site" means that website, the primary home page of which is identified by the url www.amazon.co.jp, and any successor or replacement of such website.
"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, state, or provincial level, as applicable) of competent jurisdiction.
"Local Currency" means the applicable one of the following:
  • U.S. Dollars (if the Elected Country is the United States),
  • Canadian Dollars (if the Elected Country is Canada),
  • Japanese Yen (if the Elected Country is Japan).
"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each case as determined by us, that you offer.

"Order Information" means, with respect to any of Your Products ordered through an Amazon Site or a Webstore 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 terms, conditions, policies, guidelines, rules and other information on the applicable Amazon 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 (and, for purposes of the Fulfillment by Amazon Service, specifically including the FBA Guidelines). All Program Policies applicable to Webstore by Amazon also apply to Amazon Webstore, unless otherwise specifically stated.

"Promotion Site" means that ecommerce website, the primary home page of which is identified by the URL www.sellername.amazonwebstore.com , in which "sellername" is a name representing you that we elect to include in such URL.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including 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 a particular Amazon Site, a Webstore Site, or any other online point of presence.

"Service" means each of the following services: Selling on Amazon, Amazon Webstore, Fulfillment by Amazon, Product Ads, and, if the Elected Country for a Service is the United States, 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.

"US Amazon Site" means that website, the primary home page of which is identified by the url www.amazon.com, and any successor or replacement of such website.

"Webstore Service" has the meaning described in the Webstore Service Terms.

"Webstore Site" has the meaning described in the Webstore Service Terms.

"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 (including Optional Coverage Plans) that: (a) you offer through the Webstore Service or the Selling on Amazon Service; (b) is made available for advertising by you through the Product Ads Service; or (c) is 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 (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, if the Elected Country is the United States or Canada, as it is used in the Fulfillment by Amazon Service Terms, this defined term also means any of the types of taxes, duties, levies or fees mentioned above that are imposed on or collectible by Amazon or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Amazon, shipping, gift wrapping or other actions by Amazon in relation to Your Products pursuant to the Fulfillment by Amazon Service Terms.

"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 an Amazon Site or any Webstore 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 (which, if the Elected Country is the United States, includes a Promotion Site that we may make available from time to time during the Term and on which certain of Your Products may be offered).

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 (E.G., A MERCHANTS@ AMAZON.COM PROGRAM AGREEMENT, MERCHANTS @AMAZON.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR OF THOSE AGREEMENTS), 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 in the format we require accurate and complete Required Product Information for each product or service that you offer through any 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 any 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), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any Amazon Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any Amazon Site.

S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular Amazon Site, and conduct merchandising and promote Your Products as permitted by us (including via the Amazon Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable 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 applicable 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 those of Your Products ordered by customers on or through an Amazon Site that are not fulfilled using Fulfillment by Amazon, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the applicable Amazon Site and further subject to any shipping and handling charge Program Policies for that Amazon Site, except that, with respect to products offered by sellers on the Individual selling plan and BMVD Products offered by any seller (to the extent we make available functionality to list such products), we will determine the shipping and handling charges (and in either case you will accept the charges as payment in full for your shipping and handling of such products). For Your Products that are fulfilled using Fulfillment by Amazon, please refer to the Fulfillment by Amazon Service Terms.

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 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. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.

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 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 applicable 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 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 applicable 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) except as expressly permitted by this Agreement, 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 applicable Amazon Site will apply to the storage, fulfillment and delivery of such Amazon-Fulfilled Products.

S-2.2 Cancellations, Returns and Refunds. For all of Your Products that are not fulfilled using Fulfillment by Amazon, you will accept and process cancellations, returns, refunds and adjustments in accordance with this Agreement and the Amazon Refund Policies for the applicable Amazon Site published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. Except as otherwise described in the Program Policies, 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 functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice. You will route all payments to customers in connection with Your Transactions through Amazon. We will provide those payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts we pay. For all of Your Products that are fulfilled using Fulfillment by Amazon, the Amazon Refund Policies for the applicable Amazon Site published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Amazon Refund Policies and as required by Law, and in no case later than thirty (30) days after the obligation arises.

S-3 Problems with Your Products.

S-3.1 Delivery Errors and Nonconformities; Recalls. You are solely 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 applicable 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, or any public or private recall 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 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 a claim under the "A-to-z Guarantee" offered on a particular Amazon Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within seven (7) days after request by us: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Amazon order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Amazon Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible under Section S-1.4; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of this Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Amazon) 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. If the Elected Country is Japan and we receive a claim under the "A-to-z Guarantee" concerning one of Your Transactions and we determine that we are responsible for that claim then we will purchase the returned products from the customer.

S-4 Parity with Your Sales Channels. Subject to this Section S-4, you are free to determine which of Your Products you wish to offer on a particular Amazon Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on any Amazon Site by ensuring that : (a) the Purchase Price and every other term of offer or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to Amazon Site users as the most favorable terms upon which a product is offered or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, product and service information and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2. For Amazon-Fulfilled Products, if the shipping and handling charges associated with the sale and fulfillment of any of Your Products offered on an Amazon Site are included (and not separately stated) in the item price listed for Your Product (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer or sale for the product on the Amazon Site are at least as favorable to Amazon Site users as the purchase price and each other term of offer or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product or service is offered or sold via any of Your Sales Channels.

S-5 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 applicable 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 applicable Amazon Site; and (iii) "Referral Fee" means the applicable fee based on the Sales Proceeds from Your Transaction through the applicable Amazon Site specified on the Selling on Amazon Fee Schedule for that 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 each of the following two cases: (y) in the case of Your Transactions that consist solely of products fulfilled using Fulfillment by Amazon; and (z) in the case of Media Products.

S-6 Remittance of Sales Proceeds & Refunds. Except as otherwise stated in this Agreement, we will remit to you on a bi-weekly (14 day) (or at our option, more frequent) basis, which may vary for each Elected Country, any Sales Proceeds received by us or our Affiliates but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "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; and (d) any other applicable fees described in this Agreement (including any applicable Program Policies). When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. You will not have the ability to initiate or cause payments to be remitted to you. For sellers that registered after October 30, 2011 and 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 that is not a BMVD Product, which amount we may retain as an administrative fee; provided, however, that in the case of a complete refund of Sales Proceeds for a Media Product, we will refund to you the full amount of any Variable Closing Fee paid by you to us (and in the case of a partial refund of Sales Proceeds for a Media Product, we will not refund to you any portion of any Variable Closing Fee paid by you to us). 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.

S-7 Control of Amazon Sites. We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Amazon Sites, including by redesigning, modifying, removing or restricting access to any of them, and by suspending, prohibiting or removing any listing.

S-8 Effect of Termination. Upon termination of these Selling on Amazon Service Terms in connection with a particular Amazon Site, all rights and obligations of the Parties under these Selling on Amazon Service Terms with regard to such Amazon 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.



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 applicable Amazon Site and applicable to products and services offered via that Amazon Site.

"BMVD Product" means any book, magazine or other publication, sound recording, video recording, and/or other media product in any format, including any subscription, in each case excluding any software product, computer game, and/or video game.

"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 a particular 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) if the Elected Country is either Canada or the United States, 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.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, or other media product in any format, including any related subscription, offered through an Amazon Site.

"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 applicable one of the following:

  • the lesser of Five Canadian Dollars ($5) or twenty percent of the applicable Referral Fee (if the Amazon Site is the CA Amazon Site),
  • the lesser of Five Hundred Japanese Yen (¥500) or ten percent of the applicable Referral Fee (if the Amazon Site is the JP Amazon Site),
  • the lesser of Five U.S. Dollars ($5) or twenty percent of the applicable Referral Fee (if the Amazon Site is the US Amazon Site).
"Remittance Calculation Date" is defined in Section S-6.

"Required Product Information" means, with respect to each of Your Products in connection with a particular 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 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).

"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, .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.

Webstore Service Terms

Amazon Webstore (which, for purposes of this Agreement, includes Webstore by Amazon, unless specifically stated otherwise) (the "Webstore Service") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a "Webstore Site" ). The Webstore Service is not currently available in Canada or Japan.

These Webstore Service Terms are part of this Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in the Webstore Service. BY REGISTERING FOR OR USING THE WEBSTORE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE WEBSTORE SERVICE TERMS.

W-1 Listing and Promotion. Each sale of Your Products through your Webstore Site is a sale by you. You will determine what is for sale on your Webstore Site, but you may not list any product on the Webstore Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with this Agreement, including any applicable Program Policies.

W-2 Information. You will provide in the format we require accurate and complete Webstore Required Product Information and all other information requested by us to process payments for you and to otherwise operate your Webstore Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will, unless we otherwise agree, first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. You will either: (a) upload to us the "shipping confirmation files" as required by us, including all shipment notification, shipping status and order tracking information requested by us from time to time, and any other information as requested by us to process payments based on Your Product shipment status; provided, that if you are using Fulfillment by Amazon to fulfill any of your customer orders, the Fulfillment by Amazon Service Terms will apply with respect to such orders; or (b) use the Manage Your Orders tool in Seller Central to manage and upload the required "shipping confirmation files" from Seller Central. We may provide this shipment and payment related information to users of the Webstore Site. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We may use mechanisms that rate, or may allow users to rate, your performance as a seller, and may post those ratings and feedback on the Webstore Site or any Amazon Site or otherwise make it publicly available. Any use on your Webstore Site of content displayed on an Amazon Site, or links to an Amazon Site, will be subject to the terms of the Amazon Associates Operating Agreement.

W-3 Your Product Transactions.

W-3.1 General; Sale and Fulfillment. You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, and fulfilling all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these Webstore Service Terms and applicable Program Policies. Notwithstanding anything in this Section W-3.1, for those of Your Products that are fulfilled using Fulfillment by Amazon (if any), the Fulfillment by Amazon Service Terms will apply to our storage, fulfillment and delivery of Your Products. All sales of Your Products on or through the Webstore Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the Webstore Site.

W-3.2 Order and Payment Processing. We will process all payments, refunds and adjustments for Your Transactions. Amazon's, or one of its Affiliates', name will appear on the customer's credit card statement (which may also display, at our option, your name). We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We may withhold for investigation, or refuse to process, any of Your Transactions. We do not need to accept any particular form of order or payment for Your Product, or honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you. We may in our sole discretion withhold for investigation or to refuse to process any transaction involving Your Products or any other products or services on or through the Webstore Site. We may use the services of one or more third party, processors or financial institutions in connection with the Webstore Service (each, a "Processor"). If total Sales Proceeds from Your Transactions exceed $20,000 per month for any three consecutive months, you agree to the additional terms and conditions between you and the Processor(s) as provided in the Credit Card Association Agreement. If you have entered into a separate agreement with one of our Affiliates that governs order and payment processing in connection with Your Transactions, you will be subject to the terms of that agreement notwithstanding anything to the contrary in this Agreement.

W-3.3 Fraud and Order Stops/Cancellations. We will bear the risk of credit card fraud (i.e. fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, except with respect to Your Transactions that you do not fulfill in accordance with the Order Information made available to you by us (including shipping Your Product only to the recipient and at the shipping address specified in the Order Information made available by Amazon), and you will bear all other risk of fraud or loss. You will promptly inform us of any changes to the product mix of Your Products or any pattern of fraudulent or other improper activities with respect to any of Your Product(s) that has resulted or may result in a higher incidence of fraud or other impropriety associated with transactions involving it (or them) than other similar products. You will stop or cancel orders of Your Products if we so direct (and if the customer has already been charged, you will execute the refunds for these orders) and will provide to us telephone and email contact information for a designated contact available during business hours whom we can contact regarding fraud, order stops and cancellations and similar concerns, who will cooperate with us and who has access and ability promptly to cancel or stop orders from being shipped. We may restrict destinations to which you may ship Your Products sold on or through any Webstore Site.

W-3.4 Refunds and Returns. Except for those of Your Products, if any, that are fulfilled using Fulfillment by Amazon (in which case the Fulfillment by Amazon Service Terms will apply), you will accept and process returns of, and (using the functionality we make available to you) provide refunds and adjustments for, Your Products in accordance with these Webstore Service Terms and your policies posted on the Webstore Site at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through Amazon or its designated Affiliate. Amazon or its designated Affiliate will credit the applicable customer account, and you will reimburse Amazon for all amounts so credited. The functionality we make available to you for processing returns and adjustments may be modified or discontinued by us at any time without notice and is subject to the terms of this Agreement. Except for those of Your Products, if any, that are fulfilled using Fulfillment by Amazon (in which case the Fulfillment by Amazon Service Terms will apply), we have no obligation to accept any returns of any of Your Products.

W-3.5 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any 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 W-3.3; 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 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, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

W-3.6 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" (or any substantially consistent offer), or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within seven (7) days: (a) proof of delivery of the applicable Your Product(s); (b) the applicable Amazon order identification number; and (c) a description of the applicable Your Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by (i) credit card fraud for which we are responsible under Section W-3.3, or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes) 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. We may require that you establish a separate reserve account (a "Reserve") to secure the performance of your payment obligations under this Agreement, in an amount as determined by us. Without limiting the foregoing, we may require a Reserve if you have a high rate of chargebacks, refunds, or other indicia of performance problems related to your use of the Webstore Service. The Reserve will be in an amount as determined by us to cover anticipated chargebacks or credit risk based on your processing history or such amount designated by our Processor(s) and the Reserves will be subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the United States).

W-4 Customer Service.

W-4.1 General. The provisions in this Section W-4 apply only in connection with sales of Your Products through the Webstore Site that are not fulfilled using Fulfillment by Amazon. For customer service obligations pertaining to orders of Your Products using the Selling on Amazon Service or orders of Your Products fulfilled using Fulfillment by Amazon, the Service Terms applicable to those Services will apply. You will refer customer issues to us according to the responsibilities below, in a timely, professional and courteous manner and at the applicable " Contact Us" form, email address and/or phone number provided for such purpose by us. You will not establish direct phone or email transfer functionality of customer service contacts to us, forward customer emails to us, or disclose our customer service contact information unless in response to a customer contact concerning a customer service issue for which we are responsible under these Webstore Service Terms.

W-4.2 Our Customer Service Responsibilities. As between you and us, we will be solely responsible for all customer service issues relating to payment, credit card processing, debiting or crediting, and the "A-to-z Guarantee".

W-4.3 Your Customer Service Responsibilities. Unless provided otherwise elsewhere in these Webstore Service Terms, you will be solely responsible for all customer service issues relating to Your Products (including pricing, rebates, item information, availability, technical support, functionality and warranty), Your Product order fulfillment and shipping and handling, Your Product order cancellation by you or any customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

W-5 Data and Communications. We and you will co-own all the Customer Account Information and Webstore Transaction Information. Neither you nor we will need to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Webstore Transaction Information. You and your Affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Webstore Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Webstore Service; or the back up of any of your files or data.

W-6 Pricing and Remittance.

W-6.1 Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on your Webstore Site.

W-6.2 Shipping & Handling Charges. You will determine shipping and handling charges for Your Products sold on or through the Webstore Site, but will comply with any shipping and handling charge Program Policies. If Your Product is fulfilled using Fulfillment by Amazon, this section will not apply and the Fulfillment by Amazon Service Terms will apply.

W-6.3 Remittance and Compensation.

W-6.3.1 Fees. You will pay us: (a) applicable Webstore Referral Fees; and (b) the applicable non-refundable Webstore Subscription Fee(s) in advance for each month of the term of this Agreement. "Webstore Subscription Fee" means the applicable fee(s) specified on the Webstore Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in the General Terms of this Agreement; and (ii) "Webstore Referral Fee" means the applicable percentage of Sales Proceeds from Your Transaction through the Webstore Site specified on the Webstore Fee Schedule at the time of Your Transaction.

W-6.3.2 Remittance of Sales Proceeds. We will remit to you on a bi-weekly (14-day) (or at our option, more frequent) basis any Webstore Sales Proceeds received by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date"), less: (a) the Webstore Referral Fees due for such sums; and (b) any Webstore Subscription Fees due. You will accept our remittances under the previous sentence as payment in full for the sale and shipping and handling of Your Products.

W-6.3.3 Refunds. If you refund money to a customer in connection with Your Transaction, and the refund is routed through us, we will refund to you the amount of the Webstore Referral Fee paid by you to us attributable to the amount of the customer refund (excluding any refunded taxes), less the lower of (a) five dollars ($5); or (b) twenty percent (20%) of the Webstore Referral Fee, which we may retain as an administrative fee. We will remit any amounts to be refunded by us under this subsection from time to time together with the next remittance to be made by us to you pursuant to subsection W-6.3.1 above.

W-7 Provision and Use of the Webstore Service.

W-7.1 License to the Webstore Service and Amazon Materials. Subject to this Agreement (including, but not limited to, Section W-7.2 (License Restrictions) and Section W-7.5 (Messaging), we grant you a limited, revocable, non-sublicenseable, non-assignable, non-exclusive and royalty-free license to: (a) access and use the Webstore Service and the Amazon Materials in the manner permitted by this Agreement; (b) install, copy, and use any Amazon Materials we may provide, solely in conjunction with your access to and use and operation of your Webstore Site; (c) use the Amazon Marks solely in conjunction with your use and operation of your Webstore Site and solely in accordance with the Trademark Usage Guidelines; and (d) enable the access to and use of your Webstore Site by customers.

W-7.2 License Restrictions. You may not and may not authorize any other party to do the following to or with the Webstore Service, the Webstore Site or the Amazon 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 Webstore Service or any Amazon Materials be disclosed, licensed, distributed or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Webstore Service, the Webstore Site, the Amazon Materials, and the Amazon Marks.

W-7.3 Ownership; Reservation of Rights. You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Webstore Service, the Amazon Materials, and Amazon Marks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Webstore Service, the Amazon Materials, any Amazon Marks, or any other intellectual property or technology that we provide or use in connection with the Webstore Service. All licenses not expressly granted in these Webstore Service Terms are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.

W-7.4 URLs.

W-7.4.1 General. Except as provided in Section W-7.4.2, you will be responsible for securing all rights to the URL(s) for the Webstore Site, including maintaining the registration for the URLs with your domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Webstore Service to you. You represent and warrant that the URLs used in connection with the Webstore Site does not violate any intellectual property rights or any other proprietary rights of any person. Except in connection with any URL provided by us as described in Section W-7.4.2, you will not include "amazon", or any other Amazon Mark or any variation or similar misspelling in any URL used in connection with the Webstore Site, or otherwise.

W-7.4.2 Amazon Provided URL. We may provide you with a URL to use in connection with your Webstore Site. If you choose to use it you will comply with our requirements for its administration.

W-7.5 Messaging. We will have the right to determine the use of any Amazon Marks and any messaging or notice on the Webstore Site, for example, we will control how our role in processing orders and payments is explained to the customer, and (if applicable) how our "A-to-z Guarantee" is described. The Webstore Site will also display privacy and customer account use and creation messaging, which will include any terms we may require. At a minimum, you will ensure that your privacy policy discloses that you use third party service providers to provide your Webstore Site and that your third party service providers will have access to customer information. Should we allow or require you to include any Amazon Marks or messaging, you will do so strictly in accordance with instructions we provide to you.

W-8 Effect of Termination. Upon any termination of the term of this Agreement or these Webstore Service Terms, all rights and obligations of the parties under these Webstore Service Terms will terminate, except that: the rights and obligations of the parties under Sections W-2, W-3, W-4, W-5, W-6 and W-8 with respect to Your Transactions occurring prior to termination will survive such termination. Upon any termination of the term of this Agreement or these Webstore Service Terms, you will immediately cease and discontinue all use of the Amazon Marks.

W-9 Miscellaneous.

Your Representations; Compliance with Laws. In addition to your representation and warranties in Section 5 of the General Terms of this Agreement, you represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labeling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws of the Elected Country, its territories and all other countries where Your Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers; (d) you will not, unless we otherwise agree, redirect any customers or prospective customers from the Webstore Site to any other sales channel, and will not use the Webstore Service for any purpose other than the offer or sale of Your Products as contemplated in this Agreement; (e) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labeling requirements) and do not contain any defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies); (f) you will ensure that Your Transactions are made at no less than fair value under the antidumping laws of the United States and will otherwise comply with the antidumping laws of the United States, its territories and of all other countries where Your Products are produced, delivered, or intended to be sold; (g) in connection with the Webstore Service or your Webstore Site, you will not separately ask for or require any customers or prospective customers to provide any credit card, debit card, bank account, or other information related to a payment method; and (h) you will not, without our prior consent, use any third party payment service for the processing of payments for transactions associated with your Webstore Site.

Webstore Definitions

"Amazon Functionality" means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the Amazon platform, including the following features and functions: search, browse, product detail display, shopping cart and credit card transaction processing, order/account lookup, and storefront administration & merchandising.

"Amazon Mark" is defined in the Trademark Usage Guidelines.

"Amazon Materials" means: (a) the Amazon Functionality (including, without limitation, all related techniques, know-how, algorithms, materials, specifications and source code ); and (b) all Webstore Service-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, color schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the Webstore Site.

"Amazon Product" means any products that are sold and fulfilled by Amazon (or one of its Affiliates) on its own behalf.

"Amazon Transaction" means the sale of any Amazon Product through the Webstore Site for which Amazon (or its Affiliate) receives Amazon Transaction Revenues.

"Amazon Transaction Revenues" means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, or services charges and credit card processing fees) derived by Amazon and its Affiliates from sales of Amazon Products through the Webstore Site as provided in this Agreement; less (b) any revenues attributable to returned Amazon Products, if such revenues previously were included in "Amazon Transaction Revenues".

"Customer Account Information" means the following non-transaction-specific information you receive from Amazon prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Webstore Site: customer name, physical address, e-mail address and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Webstore Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Webstore Site (e.g., personalization settings); or (e) user clickstream information.

"Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

"Webstore Required Product Information" means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code (unless we otherwise agree), SKU number for Your Product, and any other identifying information about Your Product that we request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each applicable Amazon browse structure that we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) 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; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as Amazon may reasonably request) for accessories related to Your Product that are available in Amazon's catalog; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products).

"Webstore Transaction Information" means the following information you receive from Amazon associated with any orders of Your Product through your Webstore Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Webstore Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.

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.

If the Elected Country is Japan, the following applies to you: Notwithstanding anything to the contrary in the Agreement, if there should be any subject matter specified in the "Standard Storage Bailment Terms and Conditions (Hyoujun Soko Kitaku Yakkan – Otsu)" that is not specified in the Agreement, including these FBA Service Terms, upon your request, such provision will be determined by discussion and mutual agreement of the parties.

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 in the format we require accurate and complete information about Your Products registered in FBA, and will provide Fulfillment Requests for any Units fulfilled using FBA that are not sold through an Amazon Site ("Multi-Channel Fulfillment Units"). 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 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 except as provided in Section F-3.2. 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. We may return or dispose of anyUnsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; (b) 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 (c) except as otherwise provided in this Section F-3.2, if you fail to direct us to return or dispose of any Unsuitable Unit within ninety (90) days after we notify you that we are in possession of it. In addition, you will reimburse us for any expenses we incur in connection with any Unsuitable Units.

F-3.3 If the Elected Country is the United States, 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 our 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 our carrier, you will be the shipper of record, and we will be the payer of record with respect to all Units shipped to us 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 to fulfillment centers, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by Amazon will be collected from Your Bank Account, deducted from 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, as your sole remedy, reimburse 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 reimburse you for a Unit, we will be entitled to dispose of the Unit pursuant to Section F-7. This reimbursement is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. 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 impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers, 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, or submitted by you as part of a Fulfillment Request. We may ship Units together with products purchased from other merchants, including any of our Affiliates. We also may ship Units separately that are included in a single Fulfillment Request. If you elect to 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 You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Multi-Channel Fulfillment Units in accordance with the Agreement (including the applicable Program Policies).

F-6.2 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-6.3 Except as provided in Section F-5, we will, at your direction, either return or dispose of any Selling on Amazon Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.1, we may elect to return or dispose of that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of the Unsuitable Unit within ninety (90) days after we notify you of the Unsuitable Unit.

F-6.4 If Amazon receives a customer return of a Multi-Channel Fulfillment Unit, you will direct us to return or dispose of the Unit at your own cost failing which we may dispose of the Unit as provided in Section F-7.

F-7 Returns to You and Disposal

F-7.1 You may, at any time, request that Units be returned to you. We may return Units to you for any reason, including upon termination of these FBA Service Terms. These returned shipments will be sent to your designated shipping address that is within the Elected Country (or, at Amazon’s sole discretion, your designated shipping address). If the address we have for you is outdated, incorrect or outside the Elected Country, or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of the Unit(s) as provided in this Agreement.

F-7.2 You may, at any time, request that we dispose of Units. We may dispose of any Unit we are entitled to dispose of in the manner we prefer. Title to each disposed Unit will transfer to us at no cost to us as necessary for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.

F-7.3 You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, 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 threatened recall 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 For Multi-Channel Fulfillment Units we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.

F-8.2 We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to Amazon Fulfillment Units. We will have the right to determine whether a customer will receive a refund, adjustment or replacement for any Amazon Fulfillment Unit and to 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). 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-8.3 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, as your sole and exclusive remedy and at our option: (a) 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; or (b) for any Multi-Channel Fulfillment Unit, reimburse you in accordance with the FBA Guidelines for the Unit (and you will, at our request, provide us a valid tax invoice for the compensation paid to you). Any customer refund will be processed in accordance with the Selling on Amazon and the Transaction Processing Service Terms (if the Elected Country for a Service is the United States). 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-8.3, you will be responsible for all costs associated with any replacement or return.

F-8.4 If we provide a replacement Unit or refund as described in Section F-8.3 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 the Elected Country is the United States and 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 keep all proceeds of any Units that we dispose of 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 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; (b) the shipment, export or delivery of Your Products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section F-5 or any certifications we may make in connection with the shipment, export or delivery of Your Products); (c) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes; and, if applicable (d) 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. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these FBA Service Terms.

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 Following any termination of the Agreement or these FBA Service Terms in connection with a particular Elected Country, we will, as directed by you, return to you or dispose of the Units held in that Elected Country as provided in Section F-7. If you fail to direct us to return or dispose of the Units within ninety (90) days 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 will be deemed to have consented to this. Upon any termination of these FBA Service Terms in connection with a particular Elected Country, all rights and obligations of the parties under these FBA Service Terms in connection with such 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 tax nexus for you in any country, state, province, or other localities in which your Units are stored, 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 Canada, Japan, or the United States, as applicable, 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 an 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 (a) if the Elected Country is the United States, any mailing address that is not (i) within the fifty states of the United States or Puerto Rico, or (ii) an APO/FPO address; and (b) if the Elected Country is not the United States, any mailing address that is not within the Elected Country.

"Fulfillment Request" means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfill one or more Multi-Channel Fulfillment Units.

"Multi-Channel Fulfillment Units" has the meaning in Section F-2.

"Sellable Unit" means a Unit that is not an Unsuitable Unit.

"Seller Agreement" means the Selling on Amazon Service Terms, the Merchants@ Program Agreement, the Marketplace Participation Agreement, 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 a particular 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, 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 Program Policies); (d) that Amazon determines is unsellable or unfulfillable; or (e) that Amazon determines is otherwise unsuitable.

Product Ads Service Terms

Amazon Product Ads, including Amazon Sponsored Products ("Product Ads"), is a Service that allows you to advertise Your Products on Amazon Network Properties.

These Product Ads Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in Product Ads. BY REGISTERING FOR OR USING PRODUCT ADS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE PRODUCT ADS SERVICE TERMS.

PA-1 Product Ads Your Product Ads may be displayed or made available on Amazon Network Properties as we determine. We do not guarantee that Your Product Ads will be displayed or made available on any Amazon Network Property, or that Your Product Ads will appear in any particular position or rank. Notwithstanding any other provision of the Agreement, we may in our sole discretion restrict, modify or otherwise determine the content, appearance, design, functionality and all other aspects of Your Product Ads, and we may remove any of Your Product Ads without notice. Except to the extent expressly stated in the Agreement, you are solely responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Your Product Ads, including order processing, order fulfillment, returns, refunds, recalls, misdelivery, theft, customer service, and collection of taxes. In addition, you are solely responsible for all ad content, URLs and any other information you submit to us in connection with Your Product Ads, and the websites and/or other properties to which Your Product Ads direct users (other than the Amazon Site).

We may use mechanisms that rate, or allow users to rate, Your Products and/or your performance, and we may make these ratings and feedback publicly available. We may use any means we determine necessary to review and monitor Your Product Ads to improve our service and ad quality.

PA-2 Product Information You will, in accordance with applicable Program Policies, provide, in the format we require, accurate and complete information for each of Your Product Ads. You will update this information as necessary to ensure that it is at all times accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any Amazon Network Property, any products that are unlawful or are otherwise prohibited by applicable Program Policies.

PA-3 Product Ads Requirements Using the highest industry standards, you will treat users and customers who link to your products via any of Your Product Ads with courtesy and respect during all stages of the buying process and resolve to our and their satisfaction in a timely and professional manner any related customer service matters we or they bring to your attention. You will ensure that Your Materials and your advertisement, offer, sale and fulfillment of Your Products comply with all applicable Laws and Program Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Product Ads, including: (a) sending multiple listings of identical products in the same feed or sending multiple feeds under different accounts; (b) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or othe r interactions, whether through the use of automated applications or otherwise; (c) collecting any user information from any Amazon Network Property or retrieving, extracting, indexing or caching any portion of any Amazon website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (d) targeting communications of any kind on the basis of the intended recipient being a user of any Amazon Network Property; (e) interfering with the proper working of any Amazon Network Property, Product Ads or our systems; or (f) attempting to bypass any mechanism we use to detect or prevent any of the activities described in this paragraph.

PA-4 Payment and Tax Matters You will pay us the applicable fee per Click. The per Click fee will be determined solely by Amazon based on the amount you bid for each of Your Product Ads, consistent with any applicable product category minimums and Program Policies. You agree to pay us the applicable fees we calculate for your use of the Product Ads Service in the applicable Local Currency only. In addition to any other means permitted by the Agreement, we may collect the applicable fees: (a) in accordance with the payment ladder described in the Program Policies; and (b) on a recurring monthly basis for any remaining unpaid fees accrued after the last ladder payment charged each month. If we choose to invoice you for amounts due to us under the Agreement, you will pay the invoiced amounts within 30 days of the date of the applicable invoice. We may require payment of interest at the rate of 1.5% per month or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until paid in full. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge (including fees based on suspected invalid Clicks on or invalid impressions of Your Product Ads), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Your Product Ads for improper purposes and you accept this risk. Your sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above.

PA-5 Effect of Termination Upon any termination of the term of the Agreement or these Product Ads Service Terms, all rights and obligations of the parties under these Product Ads Service Terms will terminate, except that Sections PA-1, PA-2, PA-4, PA-5, PA-6 and PA-7 will survive termination.

PA-6 Agents If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of a Product Ads Participant, that you are duly authorized to enter into this Agreement on behalf of the Product Ads Participant and have full power and authority to bind the Product Ads Participant to this Agreement, and that the Agreement including these Product Ads Service Terms will be enforceable against the Product Ads Participant in accordance with its terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and the Product Ads Participant, including, for example, the Product Ads Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Product Ads; (c) except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Product Ads, us or your relationship with us; (d) you will perform your duties pursuant to the Agreement including these Product Ads Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Product Ads to conduct any marketing efforts targeted at our existing advertisers or Product Ads Participants; and (f) you and the Product Ads Participant are each responsible for all payment obligations under these Product Ads Service Terms, and you and the Product Ads Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.

PA-7 Miscellaneous

PA-7.1 Representations In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) on any website to which Your Product Ads link (other than on the Amazon Site), you will at all times post and comply with a privacy policy that complies with all applicable Laws; and (b) Your Materials and any information displayed on your website or on any website to which Your Product Ads link (for the Amazon Site, only to the extent such information is based on Your Materials) comply with all applicable Laws (including all marking and labelling requirements) and do not contain any false, misleading, infringing, defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies).

PA-7.2 Indemnification In addition to your obligations under Section 6 of the Agreement, you agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Product Ads, including the display of any of Your Product Ads, any website, Content, data, materials or other items or information to which Your Product Ads link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; and (b) if you are an Agent, any breach or alleged breach of your representations and warranties set forth in these Product Ads Service Terms.

PA-7.3 Disclaimers IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE AGREEMENT, WE AND OUR AFFIliATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUAliTY OF (AS APPliCABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CliCKS, CliCK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.

Product Ads Definitions

"Agent" means an advertising agency or other person or entity who represents a Product Ads Participant.

"Amazon Network Properties" means: (a) the Amazon Site; (b) any website, device, service, feature or other online point of presence operated by Amazon or any of our Affiliates; and (c) any Amazon Associated Properties.

"Click" means each time a user clicks on any of Your Product Ads as determined solely by Amazon.

"Product Ads Participant" means any person or entity enrolled in Product Ads by you if you are the Agent of that person or entity.

"Your Product Ads" means any advertisement for Your Product based upon Your Materials that is displayed through Product Ads.

Transaction Processing Service Terms

BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN PRODUCT ADS FOR WHICH THE ELECTED COUNTRY IS THE UNITED STATES, 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 US 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 Payments, Inc. ("Amazon Payments") 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 Payments provides the services described in these Transaction Processing Service Terms and the related services described in Sections S-1.4, S-2.2, S-6, W-3.2, W-3.3, W-3.4, W-6.3.2, W-6.3.3, W-7.5, and F-8.3 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 Amazon Payments will remit funds to you in accordance with Sections S-6 and W-6.3.2 of the Agreement and these Transaction Processing Service Terms. Amazon Payments' obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by Amazon Payments less amounts owed to Amazon, 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, including as described in Section 2 of the General Terms of this Agreement, Amazon Payments' receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds 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 Payments (a "Seller Account") and will represent an unsecured claim against Amazon Payments. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Amazon Payments 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 Payments 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. The Amazon Payments Privacy Notice applies to your use of the Transaction Processing Services.

P-5 Dormant Accounts If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, 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. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware.

Note: Based on your agreement with Amazon, other or additional terms may apply.

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COURTS ONLINE PRIVACY POLICY
Please make sure you read and understand this Policy. We may amend this Policy at any time.

Courts (Singapore) Pte. Ltd. (“Courts” or “we”) respects and protects the privacy of the users, visitors and people who purchase products on Courts Online (whether from Courts or from a third party Seller) (“you”). Courts knows that you care how personal information about you is used and shared.

This Privacy Policy sets out what personal information we collect and how we use it. References in this Policy to Courts Online includes any website owned and operated by or on behalf of Courts, including the Courts Online Marketplace.

BY VISITING COURTS ONLINE, OR BY REGISTERING AS A USER ON COURTS ONLINE, YOU AGREE TO THE TERMS SET OUT IN THIS PRIVACY POLICY.

How to contact us

If you have any questions about this Privacy Policy you may contact ecourts@Courts.com.sg. Or please write to us at Online Customer Service 50 Tampines North Drive 2, (S) 528766, or call us at 1800 222 6868 for any assistance you require.

A WORD ABOUT CHILDREN

Courts (and the third party Sellers) do not sell products for purchase by children. We (and third party Sellers) sell children's products for purchase by adults. If you are under 18, you may use Courts Online only with the involvement of a parent or guardian.

What personal information does Courts collect?

We may collect the following categories of personal information about you:

1.1 Personal information that you provide to us on Courts Online. This includes any information you provide on Courts Online (for example when you register as a user or purchase a product on Courts Online (whether from Courts or from a third party Seller). This personal information will include your name, your address, your contact information and your payment information (and other kinds of personal information). Sometimes when you provide personal information on Courts Online, you can choose not to provide certain personal information but this might limit our ability to provide certain features to you. You will be informed what information is required and what information is optional.
1.2 Personal information automatically provided to us. We receive and store certain types of information whenever you visit Courts Online. For example, like many websites, we use "cookies" and we obtain certain types of information when your web browser accesses Courts Online or advertisements and other content served on Courts Online, if applicable.
1.3 Personal information provided from your devices. If you download or use Courts Online on a mobile device (this could be for example by using the Courts Online app) and if have requested or consented to location services, we may receive information about your location and your mobile device, including a unique identifier for your device. Most mobile devices allow you to turn off location services. Please refer to the user manual (or other information provided by manufacturer or software provider) for more information about how to do this.
1.4 Personal information you provide to us via e-mail. We often receive a confirmation when you open e-mail from Courts if your e-mail provider supports such capabilities. You may also provide us with personal information in the content of e-mails you send to us, as part of your day-to-day interactions with Courts.
1.5 Personal information from other sources. From time to time we may receive information about you from other sources, for example from other users of Courts Online including from third party Sellers.



What does Courts do with YOUR personal information?

We may use the the personal information about you that we collect for the following purposes:

1.6 to handle orders (or to enable third party Sellers or providers of services to Courts to do so);
1.7 to deliver products and services (or to enable third party Sellers or providers of services to Courts to do so);
1.8 to communicate with you about orders, products, services (or to enable third party Sellers to do so);
1.9 to respond to your requests (or to enable third party Sellers to do so);
1.10 to process payments;
1.11 to communicate with you about promotional offers and to market to you;
1.12 to update our records and generally maintain your accounts with us;
1.13 to display content such as wish lists and customer reviews and recommend merchandise and services that might be of interest to you;
1.14 to personalise and improve our services, and general offering to you, including Courts Online; and
1.15 to prevent or detect fraud or abuses of Courts Online and to enable third parties to carry out technical, logistical or other functions on our behalf.



What About Cookies?

We send a "cookie" to your web browser. A "cookie" is a small data text file stored in the hard drive of your computer (if it so permits), which can be retrieved to identify you to Courts. We do this to: enable our systems to recognise your device and to provide features to you; remember the information that you have previously entered, enabling us to customise Courts Online to your preferences; and improve navigation and to collect aggregate information. These cookies will not give us any other personal information about you.

Your Internet Service Provider allocates an IP address to your computer or device in order for it to access the Internet. The IP address is considered to be non-personal information and it may be dynamic (changing every time you connect to the Internet) or it may be static (unique to your computer). We collect your IP address. We do this to: diagnose server problems; and report aggregate information and determine the fastest route from your computer to Courts Online.

DOES COURTS SHARE YOUR PERSONAL INFORMATION WITH OTHER PEOPLE?

Courts does not sell or lease your personal information to third parties.

We only use your information for the purposes set out in Section 4 of this Privacy Policy.

We may share your information with the following third parties, where necessary and always in compliance with this Privacy Policy and with applicable laws.

1.16 Third party Sellers. In order for the third party Sellers to provide their services to you when you purchase products or enquire about purchasing products from the third party Sellers.
1.17 Third party service providers. Courts may need to share your information with certain third parties to perform services on our behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analysing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments and providing customer service.
1.18 Current or future Courts entities or subsidiaries. This includes without limitation our business partners and financial institutions, from time to time. These other parts of the courts business may be involved in providing certain services to you or supporting the provision of these services.
1.19 Law enforcement agencies. We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our rights; or protect the rights, property or safety of Courts, our users or others including you.

We may transfer personal information to countries outside of Singapore, but we will only do so in compliance with this Privacy Policy and with applicable laws.

THIRD PARTY SELLERS

Unless otherwise authorised or consented to by Courts, THIRD PARTY SELLERS MUST NOT not use any PERSONAL information that is accessible from Courts Online, except to enter into and complete transactions conducted via Courts Online. THIRD PARTY SELLERS MUST NOT use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct.

How Secure is MY PERSONAL Information?

We shall take reasonable measures to ensure the confidentiality and security of the personal information shared with these third parties and to protect it from loss, misuse, unauthorised access, disclosure, alteration or destruction.

It is important for you to protect against unauthorised access to your password and to your computer. Be sure to sign off when you finish using a shared computer.

What About Third-Party Advertisers and Links to Other Websites?

Courts Online may include third party advertising and links to other websites. Courts is not responsible for third party websites and you should find out from the other websites about their privacy policies.

What Information Can I Access?

You can access a broad range of your personal information by logging into your user account.

UPDATING YOUR INFORMATION

You must make sure that the details you provide us with are correct and complete. You must inform us of any changes to the information you have provided. You can do this by logging into your user account.

MARKETING

You may choose to stop receiving or change the frequency of email, direct mail, phone and mobile marketing communications. If you do not want to receive e-mail or other mail from us, please adjust your user account preferences or use the unsubscribe function on marketing materials.