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Supplier Connect Agreement General Terms

Welcome to Supplier Connect, a central information hub and electronic data interchange solution for

Amazon suppliers.

This Agreement refers to the following additional terms, which also apply to your use of Supplier

Connect and related services (the "Solution"):

(i) our Privacy Policy [LINK];

(ii) our Cookie Policy [LINK], which sets out information about the cookies on Supplier Connect;

FOR OR USING THE SOLUTION, YOU AND THE BUSINESS YOU REPRESENT AGREE TO BE

BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT. YOU AGREE TO WAIVE ANY

RIGHT YOU MIGHT OTHERWISE HAVE TO RELY ON ANY TERM ENDORSED UPON, DELIVERED

WITH OR CONTAINED IN ANY DOCUMENT THAT IS INCONSISTENT WITH THIS AGREEMENT.

1. Definitions and interpretation

1.1 In this Agreement , the following definitions apply:

"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" (and "we", "us" and "our") means Amazon EU S.à r.l., a société à

responsabilité limitée, incorporated under the laws of the Grand Duchy of Luxembourg,

"Business" (and "you" and "your") means the business registering and using Supplier

Connect in accordance with the terms of this Agreement;

"Confidential Information" means any and all know-how, documentation and

information, whether commercial, financial, technical, operational or otherwise, relating

to the business, affairs, customers, suppliers, employees, affiliates, products and/or

methods of us and disclosed to or otherwise obtained by the Business in connection

with the Agreement;

"Intellectual Property Rights" means patents, utility models, rights to inventions,

copyright, neighbouring rights and related rights, moral rights, trade marks, business

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names and domain names, rights in get-up, goodwill and the right to sue for passing

off or unfair competition, rights in designs, database rights, rights in computer software,

"MSA" means the Master Services Agreement entered into between Amazon and the

Business in the event we decide to purchase the Business' products as provided by

the Business through the Solution;

"Parties" means Amazon and the Business, "Party" shall be construed accordingly.

1.2 In this Agreement, the following rules apply:

1.2.1 a reference to a statute or statutory provision is a reference to such statute or

provision as amended, re-enacted or superseded and includes any

subordinate legislation made under that statute or statutory provision, as

amended or re-enacted;

1.2.2 any phrase introduced by the terms "including", "include", "in particular" or

of the application, you must provide us with, as applicable, the company name, registered

company number, registered company address, phone number and e-mail address. Before you

will be permitted to complete the registration process, you must have entered into the NDA. If

you are unable to access and/or have not received a copy of the NDA, please contact the

Amazon commodity manager before continuing with registration. Capitalised terms used in this

Agreement that are not otherwise defined have the meanings given to them in the NDA, as

applicable.

3. Term and Termination

3.1 The term of this Agreement will start on the date of your completed registration for the

Solution, and continue until terminated by us or you as provided in this Agreement (the

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4. Your Materials

4.1 Without limiting any terms or conditions of this Agreement or the NDA, you hereby

acknowledge and agree that any information, documentation or other materials provided

by you through the Solution or otherwise made available by you ("Your Materials") are

provided to Amazon solely for the purpose(s) for which it was originally disclosed and in

any case only for the purpose of fulfilling both parties’ obligations under any agreement(s)

executed by both parties. When you provide Your Materials through the Solution, you

grant us a worldwide, , non-exclusive, royalty-free, transferrable licence to use,

reproduce and distribute Your Materials for the purpose for which they were originally

disclosed.

4.2 Notwithstanding the foregoing, tax information provided in Supplier Connect is used

solely for user identification and will not be used for any tax purposes. You warrant that

Your Materials comply with our Acceptable Use Policy. We have the right to remove Your

Materials provided by you through the Solution if, in our opinion, Your Materials do not

comply with the content standards set out in our Acceptable Use Policy. You are solely

responsible for securing and backing up Your Materials.

of, or otherwise cause harm to, the Solution or any of its other users; or

5.1.3 use the Solution to violate any Applicable Law.

6. Representations

6.1 You represent and warrant to us that: a) 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 Solution within such country;

6.1.1 (b) any individual signing and entering into this Agreement on behalf of the

Business have all requisite right, power, and authority to do so and , perform

any obligations, and grant the rights, licenses, and authorisations in this

Agreement;

6.1.2 (c) any information, including any of Your Materials, provided or made available

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6.1.3 (d) you will comply with all Applicable Law in your performance of your

obligations and exercise of your rights under this Agreement.

7. Indemnification

7.1 You agree to indemnify, defend, and hold harmless us and our officers, directors,

employees, representatives, agents and Affiliates against any claim, loss, damage,

(Representations) of this Agreement; and

7.1.2 any third party infringement of Intellectual Property Rights arising from the

provision and/or our use of Your Materials. We may take control of the defence

(at our expense at any time during the Claim.

7.2 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.

8. Disclaimer; General Release; Limitation of Liability

THE SOLUTION, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS,

AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE

SOLUTION, ARE PROVIDED "AS-IS." YOU USE THE SOLUTION 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

WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE,

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 (WHETHER

DIRECT OR INDIRECT_, REVENUE, BUSINESS, ANTICIPATED SAVINGS, LOSS OF OR

CORRUPTION TO DATA OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT

OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE

POSSIBILITY OF THOSE COSTS OR DAMAGES. THESE LIMITATIONS AND

DISCLAIMERS APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Confidentiality

9.1 The Parties’ disclosures and activities in connection with this Agreement are subject to

the terms of the NDA. Notwithstanding anything to the contrary in the NDA, you shall

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use our Confidential Information solely in relation to its use of Supplier Connect and shall

keep our Confidential Information strictly confidential and not, without our prior written

9.2 You may disclose our Confidential Information:

9.2.1 to your employees, officers, representatives or advisers who need to know

such information for the purposes of exercising the rights or carrying out its

obligations under or in connection with this Agreement . You ensure that such

persons comply with this Section 9;

9.2.2 as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority subject to you disclosing, notifying and

9.2.3 if such information is public knowledge or already known to you at the time of

disclosure or subsequently becomes public knowledge other than by breach of

any duty of confidentiality (contractual or otherwise). .

9.3 You may not issue any press release or make any public statement related to the

9.4.2 promptly notify us if you become aware of any unauthorised publication or

disclosure of Confidential Information and take all possible action to prevent

further publication or disclosure of the same; and

9.4.3 deliver up all copies of all documents or extracts of any such document or any

comply with Applicable Law, you may request such Confidential Information and we shall,

where possible, provide such information.

10. Ownership

10.1 Subject to the license granted in Section 4 above, you and your licensors (as applicable)

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10.1.1 the Solution and all other materials relating to the Solution;

10.1.2 any content, product and forecasting information, technology, trademarks,

data, materials, and other items or information provided, uploaded or otherwise

made available by Amazon or its Affiliates through the Solution (collectively,

"Amazon Materials"), and

rights.

11. Relationship of Parties

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

12. Suggestions and Other Information

customers, or to ensure the integrity and operation of our business and systems, we may

13. Modification

at our sole discretion. Any changes will be effective upon the posting of such changes on

Supplier Connect , from which point they will become effective. We have the right in our sole

discretion to determine the content, appearance, design, functionality, and all other aspects of

the Solution, including by redesigning, modifying, removing, or restricting access to any part of

the Solution. YOUR CONTINUED USE OF THE SOLUTION AFTER AMAZON'S POSTING OF

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14. Password Security

Any user identification code, password or other piece of information as part of our security

procedures we provide to you ("Log-in Details") may be used only during the Term to access

and use the Solution (or other tools we provide, including the Supplier Site, as applicable). You

are solely responsible for maintaining the security of your Log-in Details. You may not disclose

your password to any third party (other than third parties authorised to use its account in

accordance with this Agreement) and is solely responsible for any use of or action taken under

its Log-In Details.. We have the right to disable any user Log-in Details at any time, if in our

reasonable opinion you have failed to comply with any of the provisions of the Agreement. If

you know or suspect that anyone other than you knows your Log-in Details, you must

immediately notify Amazon in writing.

15. Governing Law and Jurisdiction

This Agreement will be interpreted, construed and enforced in accordance with the laws of the

Except in relation to inconsistent terms (as further detailed in the opening paragraph of this

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 registration or within the

Site, as applicable, or by any other means then specified by Amazon. 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 the notices address set forth in the Agreement. Notices

may be delivered by post or e-mail transmission and shall be deemed to have been received:

(i) by post, within 48 hours of the date of posting; or (ii) by e-mail, immediately on transmission

18. Severability

If any provision or part-provision of the Agreement is or becomes unlawful, invalid , or for any

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19. Entire Agreement

This Agreement, together with the NDA and the MSA, represents the entire agreement between

the Parties with respect to the Solution and related subject matter and supersedes any previous

or contemporaneous oral or written agreements and understandings.