This AmazonSmile Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the AmazonSmile Foundation Program (the "Program"). "We," "us," or "our" means AmazonSmile Foundation. "You" or "your" means the charitable organization applicant. A "site" means a website or social media account. "AmazonSmile Site" means the smile.amazon.com site (but not any other site available at amazon.com, such as www.amazon.com) accessed through a web browser, and does not include applications such as the Amazon Shopping App or Kindle store applications. "Your site" means any site(s) that you own, operate, or control, and link to the AmazonSmile Site.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR MODIFICATION OF THE PARTICIPATION AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION AS SET FORTH IN SECTION 14 OF THIS PARTICIPATION AGREEMENT, YOU (A) REPRESENT AND WARRANT THAT YOU ARE LAWFULY ABLE TO ENTER INTO AND AGREE TO BE BOUND BY THIS PARTICIPATION AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS PARTICIPATION AGREEMENT; AND (C) REPRESENT AND WARRANT THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS PARTICIPATION AGREEMENT, INCLUDING ALL OPERATIONAL DOCUMENTATION (AS DEFINED BELOW). IN ADDITION, THE PERSON CHECKING THE BOX INDICATING ACCEPTANCE OF THIS AGREEMENT HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS LAWFULLY ABLE TO ENTER INTO CONTRACTS ON BEHALF OF SUCH CHARITABLE ORGANIZATION AND TO BIND SUCH CHARITABLE ORGANIZATION TO THIS PARTICIPATION AGREEMENT.
1. Description of the Program
The purpose of the Program is to permit Registered Organizations (as defined in Section 2) to receive donations from the AmazonSmile Foundation when customers make Qualifying Purchases (defined in Section 7) on the AmazonSmile Site and have selected a Registered Organization to benefit from those Qualifying Purchases.
AmazonSmile customers can select any Eligible Organization, but only Registered Organizations can receive donation payments from the Program. To register, you must provide all requested information, including submitting a complete and accurate Program application that correctly identifies your charitable organization and providing valid payment information as described in Section 8. We will evaluate your registration and notify you of its acceptance or rejection, acting in our sole discretion. If your registration is accepted, your charitable organization will be a "Registered Organization" for as long as all of your registration information, including the payment information described in Section 8, is current and complete, this Participation Agreement remains in force, and you continue to be an Eligible Organization. You will ensure that all information you provide to us, including your Program application information, deposit information, email address, and other contact information, is at all times complete, accurate, and up-to-date, and agree that failure to keep such information up to date may result in you no longer being a Registered Organization or in you no longer receiving any donations under the Program. If we reject your Program application, or terminate your registration, you are welcome to reapply at any time.
"Eligible Organizations" are those charitable organizations that we determine:
You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Advertising AmazonSmile
You may promote or link to the AmazonSmile Site only so long as you comply with the following requirements:
4. Program Requirements
By participating in the Program, you agree that you will comply with the Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including the AmazonSmile Program Details page (collectively, "Operational Documentation").
From time to time, we may request information from you in order to verify your compliance with this Participation Agreement or any Operational Documentation, including whether you meet, or continue to meet, the definition of an Eligible Organization. You agree to cooperate with us and promptly satisfy such requests (including, if requested, written certification in the form we request of your compliance with Section 3). In addition, you consent to us monitoring your site to verify your compliance with this Participation Agreement.
5. Responsibility for Your Site and Actions
You will be solely responsible for your site and actions taken by you or on your behalf, including:
We will have no liability for these matters, and you agree to defend, indemnify, and hold us, Amazon.com, Inc. ("Amazon") and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters.
6. AmazonSmile Site; Orders
Customers who buy products on the AmazonSmile Site are customers of Amazon or its affiliates with respect to all activities they undertake in connection with the AmazonSmile Site and you acknowledge and agree that you are not entitled to receive any customer information. Orders for Products (as defined in Section 7) placed by customers on the AmazonSmile Site may be rejected for any reason and rejected orders will not be eligible for donations.
7. Qualifying Purchases
We will make donations to you resulting from Qualifying Purchases in accordance with Section 8 and as set forth in the AmazonSmile Program Details page. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer (i) places an order for a Product from his or her shopping cart on the AmazonSmile Site, (ii) purchases a Product via our 1-Click feature on the AmazonSmile Site, or (iii) streams or downloads a Product from the AmazonSmile Site if the Product is a digital product; (b) at such time, that customer has selected your Eligible Organization to benefit from purchases the customer makes on the AmazonSmile Site; and (c) the Product is shipped to or streamed or downloaded by, and paid for by, the customer.
A "Product" is any item sold on the AmazonSmile Site and which is marked "Eligible for AmazonSmile donation" on the relevant item detail page.
Qualifying Purchases exclude, and you will not be eligible for donation payments in connection with any of, the following:
Donations are based on Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given calendar quarter, and not subsequently returned. Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made approximately 45 days following the end of that quarter. To account for Product returns that are made after the end of a calendar quarter, a portion of your quarterly donations will be held until and paid during the next donation cycle, subject to any reduction due to returns from prior quarters. If we determine that we have made an overpayment in donations to you as a result of returns not offset by donations held back to account for returns or if we determine that you received donations to which you were not entitled as a result of your actions or omissions (for example, you provided incomplete or false registration information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to (a) deduct the amount of the overpayment from any donation amount that is due to you in subsequent donation cycles, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you agree to reimburse us for such overpayments promptly and in any event within 30 days of such request. You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Purchases or donations earned.
If we determine that you are no longer an Eligible Organization or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement, we reserve the right to distribute any donation that would have been made to you instead to one or more other Registered Organizations as set forth in the Operational Documentation.
When making donations to Registered Organizations, we will directly deposit donations to you into a U.S. bank account you designate, but we may accrue and withhold donations until the total donation is at least $5.00, at which point the accrued and withheld total donations will be paid during the next quarterly donation cycle. If your Registered Organization has an accrued donation that remains below $5.00 for four consecutive quarters (including any unpaid amounts that have been held from prior quarters because they total less than $5.00), we will donate such amounts to you in the donation cycle following that fourth quarter even if the total donations for you are below the $5.00 threshold.
You must provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account, in addition to a voided check or bank statement (as set forth in the Program application). If you do not provide this information, the information is not valid (e.g., the account has been closed or changed), or a donation is otherwise rejected by your bank, then you will cease to be a Registered Organization, you will not receive donations, and donations that you would have received will be treated as donations directed to an Eligible Organization that is not a Registered Organization as described in the following paragraph. You will only be eligible to receive donations again after you provide valid account information and you are once again a Registered Organization.
If an Eligible Organization that is not a Registered Organization accrues donations in a given calendar quarter, we will hold such donations for such Eligible Organization until the donation cycle following the end of the calendar quarter in which it becomes a Registered Organization. However, donations for a particular calendar quarter will only be held for eight calendar quarters following the quarter in which they were accrued after which such donations will be redistributed as set forth in the Operational Documentation unless that Eligible Organization has become a Registered Organization.
We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
9. Public Communications; Identifying Yourself as a Program Participant
You acknowledge and agree that we may or may cause others to publicly disclose (including, without limitation, through a government filing, press release, interview, or any other public statement) the amount of donations provided to you (individually and/or collectively with other charitable organizations) in connection with the Program, provided that such communications shall not tie donation amounts to any individual customer. Except as expressly permitted in Section 3, you will not issue any press release or make any other public communication with respect to this Participation Agreement, your use of the Content, or your participation in the Program.
10. Limited License
License to you: Subject to the terms of this Participation Agreement and solely for the limited purposes of advertising, and directing end users to, the AmazonSmile Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Content solely on your site and in accordance with the Program Trademark Guidelines.
License from you: Solely for the limited purposes of promoting and operating the AmazonSmile Site, you hereby grant each of the AmazonSmile Foundation and Amazon and its affiliates a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy, display and use your trademarks and logos ("Your Marks"). The license set forth in this Section 10 will immediately and automatically terminate upon your notification to us that you no longer want to participate in the Program, or otherwise upon termination of this Participation Agreement.
11. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 10, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Participation Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates' trademarks and logos (including the Amazon Marks), and any other intellectual property and technology that we provide or use in connection with the Program. Other than Your Marks, if you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Participation Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, "Your Submission"), you hereby irrevocably grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
12. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.
13. Term and Termination
The term of this Participation Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Participation Agreement at any time, with or without cause, by giving the other party written notice of termination. We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Program at any time. Upon any termination of this Participation Agreement and/or the Program, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and promptly remove from your site and delete or otherwise destroy all links to the AmazonSmile Site, all Amazon Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Participation Agreement or otherwise in connection with the Program. Upon any termination of this Participation Agreement and/or the Program, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 2, 5, 9, 10, 11, 13, 15, 16, 17, 18, and 19 will survive the termination of this Participation Agreement. Accrued but unpaid donation obligations we may have under this Participation Agreement at the time of termination will survive and be paid as set forth in this Participation Agreement unless such termination results from us determining that you no longer meet the eligibility requirements of an Eligible Organization or that you or someone acting on your behalf has violated a term or condition set forth in this Participation Agreement, in which case, we may distribute any unpaid donations that would have been made to you to one or more other Registered Organizations in accordance with Section 8. No termination of this Participation Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.
We may modify any of the terms and conditions contained in this Participation Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the AmazonSmile Site or by sending notice of such modification to you by email to the email address then-currently associated with your Program account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED PARTICIPATION AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE AMAZONSMILE SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
15. Relationship of Parties
You and we are independent contractors, and nothing in this Participation Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Participation Agreement, you will be deemed to have taken the action yourself.
16. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE AMAZONSMILE SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, THE AMAZONSMILE SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
THE PROGRAM, THE AMAZONSMILE SITE, THE ORG.AMAZON.COM SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE AMAZONSMILE SITE OR THE ORG.AMAZON.COM SITE, ANY CONTENT, THE SMILE.AMAZON.COM DOMAIN NAME, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, OR THE AMAZONSMILE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS PARTICIPATION AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Participation Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Washington, without regard to principles of conflict of laws, will govern this Participation Agreement and any dispute of any sort that might arise between you and us.
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 Participation 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, Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. 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, we will not seek attorneys' fees and costs 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. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Participation Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
You may not assign this Participation Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Participation Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Participation Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Participation Agreement. In the event of any conflict between this Participation Agreement and the Operational Documentation, the Participation Agreement will control over the Operational Documentation. Whenever used in this Participation Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Participation Agreement, may be made, taken, or given in our sole discretion.