Advertiser Rewarded Ads Self Service Campaign Terms and Conditions

1. General. A “Campaign” is a Rewarded Ads offering during a set period of time (“Campaign Period”) that qualifies eligible customers for a reward (“Reward”) when customers ingress to the Campaign landing page through a Rewarded Ad. Rewards will be in the form of a universal Amazon credit. The terms and conditions contained herein (“Agreement”) are to apply to each Campaign.
2. Funding. For each self service Campaign, Advertiser will fund the Reward up to the total amount as specified by in the Rewarded Ads Creative Template (the “Campaign Fund(s)”).
3. Campaign Period. Subject to the availability of Campaign Funds (as determined by Amazon), each Campaign will run until the end of the Campaign Period or the date that the Campaign Fund spend threshold is met in fulfillment of the Campaign, subject to the terms below; or such other dates mutually agreed by the parties in writing (email is sufficient). Amazon may adjust the Campaign Period dates in accordance with Section 3 below.
   
   If the Campaign Fund spend threshold is met in fulfillment of the Campaign prior to the end of the Campaign Period, the Campaign will automatically end. Subject to the availability of Campaign Funds (as determined by Amazon), Advertiser, at their discretion, may choose to extend the Campaign Period prior to the end of the Campaign Period.
4. Payment. Advertiser will be charged a Rewarded Ads Service Fee that represents the cost of rewards distributed (“Rewarded Ads Fee”). The Rewarded Ads Fee will be shown on Advertiser’s invoice as an additional fee and not included as part of the media budget. The Rewarded Ads Fee is calculated at invoice creation time and will be based on the number of rewards distributed by the Rewarded Ads campaign. Amazon will send Advertiser an invoice on a monthly basis according to the ADSP invoice schedule and Advertiser will remit payment to the account specified in each invoice to Amazon no later than 30 days from the date of the invoice. All amounts payable under this Agreement are denominated in United States Dollars.
5. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this agreement. All fees payable by Advertiser are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). Advertiser will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from Advertiser. Amazon shall not collect, and Advertiser shall not pay, any such Indirect Tax or duty for which Advertiser furnishes Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. All payments made by Advertiser to Amazon under this agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Advertiser will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement. Amazon will provide Advertiser with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
   
   Advertiser understands and agrees that Advertiser is contracting with Amazon.com Services LLC to provide and fulfill the Rewarded Ads shopping credits, while Amazon Advertising LLC will collect the shopping credit amounts on behalf of Amazon.com Services LLC.

1. Impression-based placements are unguaranteed and any impression amounts and rates specified are only estimates. Delivery, reporting (if any), and billing for Rewarded Ads placements will be based on Amazon measurement only.
2. Online Placements. All Rewarded Ads online placements will be served by Amazon. Third party tracking is not available unless otherwise indicated by Amazon.

This Agreement relates solely to the Campaign described in Rewarded Ads Creative Template. Amazon is solely responsible for implementing and managing technical execution of the Campaign and reserves the right to, in its sole discretion, modify the length, location, terms and other details regarding the Campaign provided. However, Advertiser is solely responsible for Campaign management, including but not limited to: Campaign optimization; management and provision of Campaign Funds; and creation of a campaign order, line items, and a Rewarded Ads creative. Furthermore, Amazon may modify the Campaign in its sole discretion; provided that Amazon will provide notice to Advertiser (email is sufficient) of material changes to the Campaign. Upon written notice to Advertiser, Amazon may terminate the Campaign in its sole discretion, and Amazon will invoice Advertiser for the amount equaling the total Discounts redeemed pursuant to the Campaign (as determined by Amazon) as of the effective date of such termination.

Advertiser will provide Amazon all necessary content, images, trademarks, trade names, logos, and other materials of Advertiser (collectively “Advertiser Content”) for the purpose of including the Advertiser Content in marketing or advertising materials (e.g., Campaign landing page or call(s) to action) relating to the Campaign, in accordance with the timeline as indicated by Rewarded Ads Creative Template. Advertiser hereby grants Amazon a non-exclusive, royalty-free, worldwide license to use, reproduce, transmit, display, perform, distribute, excerpt, reformat, adapt, translate, and create derivative works of the Advertiser Content solely as is necessary to perform Amazon’s obligations under this Agreement. Advertiser represents and warrants that it has or has obtained all the necessary rights and permissions to the Advertiser Content, and the Advertiser Content (and Amazon’s use thereof) is not defamatory, libelous, obscene, or otherwise illegal, does not invade any right of privacy, and does not infringe upon any intellectual property right, right of publicity or any other proprietary right of any third party, and Advertiser will indemnify Amazon for all claims resulting from the Advertiser Content.

Any campaign deliverables containing Amazon Trademarks will be subject to Amazon’s prior written approval in accordance with the terms set forth in the “Use of Amazon Logos, Trademarks or Content in Creative” section of the Additional Terms & Conditions.

Advertiser may not independently market or promote the Campaign without prior written approval (email is sufficient) of Amazon or its affiliates.

In addition to the representations and warranties contained elsewhere herein, each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

1. If Advertiser is represented by an Agency, Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to this Agreement, and that all of Agency’s actions related to this Agreement will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Amazon and each of its affiliates from any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from Agency’s alleged breach of the foregoing sentence.

AMAZON MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE OF THE CAMPAIGN. EXCEPT FOR ADVERTISER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR TERMINATION OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT, EVEN IF THE OTHER PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

This Agreement may not be modified or amended, and no provision contained in it may be waived, except in writing signed by authorized representatives of both Amazon and Advertiser specifically referring to this Agreement. The failure by either party to exercise any right, power or option given to it by this Agreement, or to insist upon strict compliance with the terms of this Agreement, will not constitute a waiver of the terms and conditions of this Agreement with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. No waiver of the performance or breach of, or default under, any condition or obligation in this Agreement will be deemed to be a waiver of that condition or obligation or any other current, future, or past performance, or breach of, or default under, any other condition or obligation of this Agreement.

Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes, provided that the affected party will promptly notify the other party and use commercially reasonable efforts to minimize the scope, duration and effect of the failure to perform on the other party.

Nothing in this Agreement is intended or will be construed to establish any relationship of agency, partnership, joint venture or employment between the parties. Advertiser will have no authority to enter into any agreement on Amazon’s behalf or in Amazon’s name or otherwise bind Amazon to any agreement or obligation.

Advertiser and Amazon will comply with at all times comply with all governmental laws, regulations and rules applicable to their performance of their respective obligations under this Agreement.

The terms of this Agreement are the confidential information of both parties.

This Agreement for the Rewarded Ads fee is non-cancellable and non-refundable.

This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any other communications between the parties regarding such subject matter. This Agreement will not be assignable by either party without the prior written consent of the other party; provided that prior written consent will not be required for any assignment by Amazon to an Affiliate. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. This Agreement will be construed and enforced in accordance with the laws of the State of Washington. The exclusive jurisdiction over and venue of any claim, action or proceeding arising out of or relating to this Agreement will be in the state and federal courts of King County, Washington.