Updated December 18, 2007

 

BY PLACING AN ORDER USING THE SERVICES OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 11.3 BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS BILLING SERVICES AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

This Billing Services Agreement (the “Agreement“) is a binding agreement between Amazon Payments, Inc. (“we” or “us“), an affiliate of Amazon.com, Inc., and you, and if applicable, the company or other legal entity you represent (collectively, “you“). This Agreement explains our and your respective legal rights and obligations concerning all aspects of our relationship, including, without limitation, our processing of payments for Subscriptions (defined below) that you purchase, and your consent to receive electronic notices.

This Agreement applies to your use of our payment processing and subscription management service (the “Service“). Our Service enables certain persons or entities that have registered with us as sellers (each a “Seller“) to collect payments for services or software applications that they sell (a “Subscription“). Our Service also enables you to authorize us to make payments to Sellers on your behalf and to manage Subscriptions that you have authorized through our site located at http://www.amazon.com/dp-applications (the “Site“). Each payment we make to a Seller through the Service on your behalf (each a “Payment Transaction“) will be charged to you by us using one of the credit cards or other payment methods you have selected from your Amazon Account. For purposes of this Agreement, an “Amazon Account” is any customer account that you have established with a website that is owned or controlled by Amazon.com, Inc., or any of its affiliates, or that is operated by Amazon.com, Inc., or any of its affiliates on behalf of third parties, including without limitation the website currently located at www.amazon.com and any replacement thereto.

To use the Service, you must have an Amazon Account in good standing and maintain one or more valid credit cards or other Amazon Account approved payment methods in your name designated for use in connection with Payment Transactions. If you are an individual, you must be at least 18 years old and capable of entering into a legally binding agreement. If you are entering into this Agreement or intend to use the Services for the benefit of any company or other legal entity, you must have the legal authority to bind such company or other entity to the terms and conditions of this Agreement and to use any credit cards and other payment methods registered in the Amazon Account.

3.1 Our Role. You may make payments to Sellers for Subscriptions using the Service in accordance with the terms and conditions of this Agreement. Our role is limited to maintaining an account to manage Subscriptions that you purchase and processing payments for the Subscriptions, We are not involved in any underlying transaction between you, any Seller, or any other third party. We are not a bank and do not offer banking services. We have no control over, do not endorse or warrant and have no responsibility for the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of (a) any Subscription that you may purchase using the Service for payment, or (b) any descriptions, promises or other information related to the foregoing. We are not an agent of any Seller in connection with any sale of Subscriptions that you purchase, and we have no liability for, or relationship to, the sale or purchase of any Subscriptions. Except for our express obligations under this Agreement, you are solely responsible for the Payment Transactions that you authorize using the Service and are solely responsible for contacting a Seller with respect to any issues pertaining to any Subscriptions. We do not issue refunds if a Subscription turns out to not meet your expectations, or if the Seller does not fulfill its commitments. In these situations, you must seek recourse against the Seller directly.

3.2 Your Subscriptions. You authorize us, our affiliates, and our third-party payment processors and agents acting on their behalf to charge the payment method you select in your Amazon Account for Subscriptions that you purchase using the Service. Subscriptions may include one-time payments as well as recurring payments. A “recurring payment” is a payment that occurs at specified intervals and amounts over a period of time (typically monthly). Recurring payments also may include usage or toll charges that you have accrued for your use of a Seller’s service or software application. The applicable fees for each Subscription are listed on the confirmation screen when you place your order. Your authorizations will remain in effect for as long as you maintain active Subscriptions. Summaries of your active Subscriptions will be available through our Site and may be accessible from a Seller’s site. You may cancel any recurring payment authorization and Subscription at any time by logging into “Application Billing” and canceling the payment authorization listed in the “View/Cancel Application” area found on the Site. When you cancel a payment authorization, you are canceling the Subscription and your authorization for us to charge you. We also will cancel a Subscription if we are notified by the Seller to do so. A cancellation does not cancel any unpaid amounts that you owed to the Seller. However, when you cancel, we will issue a pro-rated credit for any current monthly recurring charges for which you have been billed. You are solely responsible for any claims that any Seller may have against you with respect to amounts which would have been otherwise paid through the Service to the Seller had your Subscription not been cancelled. In addition, you will remain liable to us for charges that accrued prior to any such cancellation by you.

3.3 Records; Electronic Statements. When we make a Payment Transaction on your behalf, we will provide a transaction confirmation to you. The confirmation will serve as your receipt. You may receive a separate receipt from a Seller. For recurring payment authorizations, we will send you an e-mail confirmation when we have completed each authorized Payment Transaction, provided that you have maintained your current e-mail address on file with us in your Amazon Account. You should print or otherwise store a copy of these confirmations for your records. Except as required by law, you are solely responsible for compiling and retaining permanent records of all Payment Transactions and other data associated with your use of the Service. Upon the termination of this Agreement for any reason, we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation, or other information in connection with any Payment Transactions submitted by you through the Service.

3.4 Purchase Disputes. If you are a buyer and you are unhappy with any Subscription that you have purchased using our Service, you should contact the Seller directly first. If you are unable to resolve the matter with the Seller, you may contact us at application-payments@amazon.com to register a complaint against the Seller. You acknowledge that the complaint process is a method to facilitate a resolution of qualifying disputes between buyers and sellers and not a financial guarantee. We have no obligation, and cannot guarantee that, we will resolve any disputes related to any transaction to your satisfaction. If a dispute arises between you and a Seller, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction. Note: Transactions made through our Service are not covered by the Amazon.com A-to-Z Guarantee.

We charge a fee to Sellers for use of the Service, but do not currently charge you a fee to use the Service. We reserve the right to charge fees to you in the future for use of the Service upon notice to you pursuant to Section 11.1. All fees, charges, and payments collected or paid through the Service are denominated in U.S. currency. You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of the Service, your use of the Site, the sale or purchase of any products or services for a transaction, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You are also responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We and our affiliates are not obligated to determine whether Taxes apply and are not responsible for collecting, reporting, or remitting any Taxes arising from any transaction.

5.1 Your Rights. You may terminate this Agreement by cancelling all outstanding payment authorizations and Subscriptions, ceasing your use of the Service, and notifying us pursuant to Section 11.1. Any closure of your Amazon Account will automatically preclude you from further use of the Services until you have activated a new account, and any pending Payment Transactions will be cancelled upon closure. We will not be responsible for the consequences of our having not made payments on your behalf through the Service. You will remain liable for all existing obligations related to your Amazon Account even after it is closed.

5.2 Suspension or Termination by Us. We may suspend or terminate the Service or this Agreement for any reason, at any time, without prior notice to you. Termination of the Service will result in the termination of your ability to facilitate Payment Transactions, your access to the Service, and termination of this Agreement. Termination of this Agreement will result in the termination of your ability to facilitate Payment Transactions and your access to the Service. Without limiting the foregoing, we may, at our election, suspend your access to the Service, suspend your ability to facilitate Payment Transactions and/or terminate this Agreement, without prior notice to you, if (a) you have violated the terms of this Agreement (including any Policy (as defined in Section 11.2 below)), (b) you fail to maintain a valid payment mechanism for your Amazon Account; (c) we deem any of your transactions to be suspicious, fraudulent, or unlawful, (d) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct, (e) we are unable to verify information that you provide to us or that we obtain from third parties, or (f) our systems or websites experience any scheduled or unscheduled downtime, power outages, or similar issues. We will not be liable to you or any third-party for any termination or suspension of the Service or your ability to facilitate Payment Transactions or to access the Service.

5.3 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay us any fees or costs accrued prior to the termination and any amounts owed by you to a Seller under your agreement with a Seller. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement shall survive and remain in effect in accordance with their terms following the termination of this Agreement: 4, 5.3, and 6 through 11.

The collection, use, and disclosure of information associated with your use of the Service are disclosed in the Privacy Notice (Privacy Notice). We may provide your name, address and e-mail address to Sellers of Subscriptions that you purchase. You should review the Privacy Notice to understand how we handle personal information associated with your Payment Account.

7.1 By You. You represent and warrant to us that: (a) you are eligible to use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) you and all Payment Transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and to your business (if applicable); and© you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

7.2 Disclaimer. THE SITE AND SERVICE ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICE OR ANY SELLER’S SOFTWARE APPLICATIONS OR SERVICES, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (B) THAT THE SITE, SERVICE, OR ANY SELLER’S SOFTWARE APPLICATIONS OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCURATE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR© ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AFFILIATES OR AN AUTHORIZED REPRESENTATIVE OF US OR OUR AFFILIATES SHALL CREATE A WARRANTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), OR ANY SOFTWARE APPLICATIONS OR SERVICES PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF US OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED $50. In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control. The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement.

You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including, without limitation, any violation of our Policies; (b) your wrongful or improper use of the Service or cancellation of recurring payments made through the Service, including any dispute that you may have with a Seller; (c) your failure to comply with any applicable laws or regulations in connection with your use of the Service; or (d) any transaction submitted by you through the Service, including any wrongful chargebacks or fraudulent transactions that you submit.

The Service and Site are arranged, sponsored, and managed by us and our Affiliates in the State of Washington, USA. The laws of the State of Washington govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to the Service, the Site, or to other products or services sold by us or our affiliates related to this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in King County, Washington, and you consent to exclusive jurisdiction and venue in such courts.

11.1 Electronic Notices and Your Consent. We primarily communicate with you via your registered e-mail address. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your “Consent”). You agree that we may provide all communications and transactions related to the Service, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, and other customer communications that we may be required to provide to you by law in electronic format (collectively, “Communications”). All Communications by us will be sent either (a) via e-mail, (b) by providing access to a Website that we designate in an e-mail or other notice to you, or© posting to our Site. All Communications will be deemed to be in “writing” and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. We reserve the right to discontinue or modify how we provide Communications. We will give you prior notice of any change. Your continued Consent is required to use the Service. To withdraw your Consent, you will need to terminate any payment authorization and discontinue use of the Service.

11.2 Policies. In addition to the terms of this Agreement, you agree to the terms of all policies, notices, procedures, guides and guidelines that are provided to you, appear on the Site or are referenced in this Agreement (collectively, the “Policies”).

11.3 Modifications. We may modify the terms of this Agreement, any Policy or the features of the Service at any time. We will post the amended Agreement or Policy to our Site. The modified terms of the Agreement will be effective upon the posting to our Site or when otherwise communicated to you (whichever is earlier), provided that any modification that involves an imposition by us of fees pertaining to your use of the Service will be effective upon the earlier to occur of (a) 30 days after posting or (b) if we provide a mechanism for your immediate acceptance of the modified terms, such as a click-through confirmation or acceptance button, your acceptance. If you do not accept a modification to this Agreement or any Policy, your sole remedy is to cancel your Subscriptions and cease using the Service. You are at all times responsible for reading and understanding each version of this Agreement and our Policies.

11.4 Entire Agreement. This Agreement, including without limitation the Policies, which are incorporated herein by reference, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in a writing signed by us.

11.5 Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns.

11.6 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

11.7 No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).

11.8 No Agency. Nothing in this Agreement is intended to or creates any type of partnership, joint venture, employee-employer, creditor-debtor, escrow, or other fiduciary relationship between you, us, Amazon or its affiliates.