This AmazonSmile Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the AmazonSmile programme described in this Participation Agreement (the "Programme"). "We," "us," or "our" refers to Amazon Europe Core SARL ("Amazon"), and "you" or "your" refers to the charitable organisation participating or seeking to participate in the Programme. "AmazonSmile" means the smile.amazon.co.uk website (but not any other website available at amazon.co.uk, such as www.amazon.co.uk) accessed through a web browser and the AmazonSmile activated Amazon Shopping App on iOS and Android phones.
By creating a charity administration account on the org.amazon.co.uk website ("Organisation Site") or otherwise participating in or seeking to participate in the Programme, you agree to these conditions. Please read them carefully.
1. Description of the Programme
The purpose of the Programme is to permit Enrolled Organisations (as defined in Section 2) to receive Donations from Amazon Europe Core SARL when customers make Qualifying Purchases (defined in Section 5) through AmazonSmile.
Only Enrolled Organisations can receive disbursements from the Programme. To enrol, you must accept this Participation Agreement without modification, complete enrolment through the Organisation Site and properly provide all requested information, including submitting a complete and accurate Programme application that correctly identifies your charitable organisation and providing valid bank account information as described in Section 6. We reserve the right to reject or suspend your enrolment if the requested information (including representative and bank account information) is inaccurate or incomplete or if you are otherwise not in compliance with this Participation Agreement. If your application is accepted, your charitable organisation will be an "Enrolled Organisation" for as long as all of your application information, including the bank account information described in Section 6, is current and complete, this Participation Agreement remains in force, and you continue to be an Eligible Organisation. You will ensure that all information you provide to us, including your Programme application information, bank account 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 an Enrolled Organisation or in you no longer receiving any Donations under the Programme.
"Eligible Organisations" are those charitable organisations that we determine:
You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Programme and this Participation Agreement to the email address then-currently associated with your Programme account. It is your responsibility to keep the email address associated with your account up-to-date and 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. Programme Policies
By participating in the Programme, you agree that you will comply with the Programme Policies and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including policies and guidelines posted on the Organisation Site and including the Programme Content Guidelines and the AmazonSmile Programme Description page (collectively, "Operational Documentation").
You can only promote or link to AmazonSmile on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence ("your Site") and can only use such of our trademarks or logos or our affiliates' trademarks or logos ("Amazon Marks"), links to AmazonSmile ("Links"), or other content we may make available to you (collectively, "Content"), in all cases in accordance with Programme Policies and the Programme Content Guidelines.
4. Responsibility for your Site, Marketing Materials and Actions
You will be solely responsible for your Site, your marketing materials, your organisation, 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 and our 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. With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Programme, you acknowledge that you are the originator and sender for all purposes.
5. Qualifying Purchases
We will make Donations to you resulting from Qualifying Purchases in accordance with Section 6 and as set forth in the AmazonSmile Programme Description 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 AmazonSmile, (ii) purchases a Product via our 1-Click feature on AmazonSmile, or (iii) streams or downloads a Product from AmazonSmile if the Product is a digital product; (b) at such time, that customer has selected your Eligible Organisation to benefit from purchases the customer makes on AmazonSmile; 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 AmazonSmile and which is marked "Eligible for AmazonSmile donation" (or substantially similar messaging) on the relevant item detail page.
Qualifying Purchases exclude, and you will not be eligible for disbursements in connection with any of, the following:
In this Participation Agreement, “Donations” includes any payment from us to Enrolled Organisations in respect of each Qualifying Purchase which is shipped, streamed, or downloaded (as applicable) in a given calendar quarter, and not subsequently returned, to be calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made 28 days following the end of the calendar quarter following the calendar quarter when the Qualifying Purchase was made. To account for Product returns, we reserve the right in our sole discretion to reduce the amount of your Donation in any one quarter (as described in the Operational Documentation) and for that amount to be added to the next quarter’s Donation, subject to any reduction due to returns or cancellations 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 reduced 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, if you provided incomplete or false application information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to (a) when calculating the Donation, reduce any notional donation amount that is due to you in subsequent donation cycles by the amount of the overpayment, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby 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 nominal Donations attributed or earned, except to the extent expressly required by applicable laws.
If we determine that you are no longer an Eligible Organisation or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as an Enrolled Organisation), we reserve the right to disburse any Donation that would have been made to you instead to one or more other Enrolled Organisations as set forth in the Operational Documentation.
When making Donations to Enrolled Organisations, we will directly deposit Donations to you into a UK bank account you designate. We reserve the right to accrue and withhold notional donations for any Enrolled Organisation until the total notional donation for that organisation is at least £5.00, at which point the accrued and withheld total notional donations will be paid as Donations in full during the next quarterly donation cycle. However, we will not withhold notional donations that remain under the £5.00 level for an Enrolled Organisation for longer than four consecutive quarters.
You must promptly provide us with accurate and complete bank account information, including the IBAN code, BIC code, and the name of the primary account holder as it appears on the account, in addition to a copy of a recent bank statement that includes the IBAN and BIC codes (as set forth in the Programme application). If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a Donation is otherwise rejected by your bank, then we reserve the right to suspend or revoke your enrolment in the programme, so that you will cease to be an Enrolled Organisation, you will not receive Donations, and Donations that you would have received will be treated as Donations directed to an Eligible Organisation that is not an Enrolled Organisation, as described in this Participation Agreement. You will only be eligible to receive Donations again after you provide valid account information and you qualify as an Enrolled Organisation.
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 shall be entitled at our discretion (in addition to any other rights or remedies available to us) to suspend or revoke your enrolment in the programme, and to cease to accrue any further Donations in your regard, until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
7. Public Communications; Identifying Yourself as a Programme Participant
You acknowledge and agree that we may or may cause others to publicly disclose (including 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 organisations) in connection with the Programme, provided that such communications shall not tie Donation amounts to any individual customer. Except as expressly permitted in the Operational Documentation, 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 Programme.
8. Term and Termination
The term of this Participation Agreement will begin upon acceptance of this Participation Agreement 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, which for your termination notice will require a written request to be removed from the programme, delivered by this contact us form on the Organisational Site, and for our termination notice will require either making a notice available for your review on the Organisational Site or transmitting email to the email address then-currently associated with your Programme account. We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Programme at any time. Upon any termination of this Participation Agreement and/or the Programme, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 2, 4, 7, 8, 10, 11, 12, 13, and 14 and under the Programme Content Guidelines will survive the termination of this Participation Agreement. No rights or obligations with respect to accrued but unpaid Donation obligations will survive any: (i) "with cause" termination by us or (ii) termination by you of this Participation Agreement, and instead amounts otherwise allocable to you will be allocated and paid to other Enrolled Organisations in accordance with Section 6. No termination of this Participation Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.
We reserve the right to 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 Organisation Site or by sending notice of such modification to you by email to the email address then-currently associated with your Programme account (any such change will be effective on the date specified in such notice but will in no event be less than two business days after the date of the notice). YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT IN ACCORDANCE WITH SECTION 8. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (FOR EXAMPLE, THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED PARTICIPATION AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON ORGANISATION SITE OR THE EFFECTIVE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
10. 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 10. If you authorise, 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.
11. Limitation of Liability
NONE OF US OR OUR AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (ALL OF WHICH TERMS INCLUDE, WITHOUT LIMITATION, PURE ECONOMIC LOSS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, DEPLETION OF GOODWILL, LOSS OF USE, LOSS OF DATA, AND SIMILAR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR US AND OUR AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAMME, THE AMAZONSMILE SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED £100.
THE PROGRAMME, AMAZONSMILE, THE ORGANISATION SITE, ANY PRODUCTS AND SERVICES OFFERED ON OR THROUGH AMAZONSMILE OR THE ORGANISATION SITE, ANY CONTENT, THE SMILE.AMAZON.CO.UK DOMAIN NAME, THE AMAZON SHOPPING APP, 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 PROGRAMME (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." 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 UNAUTHORISED 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 SERVICE OFFERING 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 (i) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (ii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAMME, OR (iii) ANY TERMINATION OR SUSPENSION OF THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAMME.
This Participation Agreement is governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg without giving effect to any principles of conflicts of laws and we both agree to submit to the exclusive jurisdiction of the courts of the district of Luxembourg City.
By accepting this Participation Agreement you hereby consent to us sending your organisation emails from time to time relating to the Programme. 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. We may from time to time in our sole discretion make Donations that exceed or supplement those strictly required under this Participation Agreement, but in no event will such actions create any right to receive excessive or supplemental Donations at any later time or under similar circumstances. In the event of any conflict between this Participation Agreement and the Operational Documentation, the Participation Agreement will control over the Operational Documentation. Amazon, its affiliates and licensors are expressly intended third party beneficiaries of this Participation Agreement, but except as stated in this sentence this Participation Agreement no other person or entity other than you and us will have any right or interest arising out of this Participation Agreement. This Participation Agreement incorporates, and you agree to comply with, the most up-to-date version of all Operational Documentation, including any updates of the Operational Documentation from time to time. Whenever used in this Participation Agreement, the terms "include(s)," "including," and "for example" mean, respectively, "include(s), without limitation," "including, 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. All non-public information provided by us in connection with this Participation Agreement or the Programme is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Participation Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties. This Participation Agreement (including the Operational Documentation) is the entire agreement between you and us regarding the Programme and supersedes all prior agreements and discussions.