Legal details










Merch Collab Terms and Conditions
Please note, participation in Merch Collab requires that brands, designers, and manufacturers register for a Seller Central account. In addition, designers must have already set up a Merch by Amazon account.
Merch Collab Program Brand Content License Agreement
Last Updated: August 21, 2019

Amazon operates the Merch Collab by Amazon program (the “Program”) through which rights holders permit content creators that participate in the Program and that are designated by Amazon to incorporate the rights holders’ content and trademarks into designs (“Designs”). Amazon or third-party sellers (as set forth in the Designer-Manufactured Product Schedule to this Brand Content License Agreement), in turn, may incorporate Designs into products (“Products”) that are promoted and made available for sale on Amazon’s and Amazon’s affiliates' websites and associated properties.

This Brand Content License Agreement (“Agreement”) is between you (if registering or participating in the Program as an individual) or the entity you represent (if registering or participating in the Program as a business) (in either case, “Licensor” or “you”) and Amazon.com Services, Inc. and Amazon Media EU Sàrl (together with their affiliates, “Amazon,” “we” or “us”) and governs your participation in the Program.

This Agreement includes the body of the agreement below, all schedules to this agreement (“Schedules”), and all terms, rules and policies that we make available for participating in this program (such as the Content Policies), including on our Merch by Amazon portal (together, the “Program Policies”). However, the terms in each Schedule apply only if you engage in the activity to which the Schedule applies.

BY REGISTERING FOR OR OTHERWISE PARTICIPATING IN THE PROGRAM, YOU (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, IF REGISTERING AS A BUSINESS) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT TO THIS AGREEMENT.
1. Your Materials
You will deliver Licensor Content and Licensor Marks to us in a format and on a schedule to be mutually agreed by the parties.You will provide us any available base assets related to Licensor Content and Licensor Marks, as well as any specific trademark usage guidelines applicable to the use of Licensor Marks.“Licensor Content” means all content you deliver to us relating to a potential Design or Product, including product information, media, art, trade names, models, design specifications, product instructions and notices, and other similar materials.“Licensor Marks” means all trademarks, trade names, service marks, logos, designs, slogans, and other similar items you deliver to us in connection with the Licensor Content.Licensor Content and Licensor Marks may be referred to in this Agreement collectively as “Licensor Materials.”

2. Design Review; Products
We may permit content creators to create Designs that incorporate the Licensor Materials. Content creators may submit Designs containing Licensor Materials (“Licensor Inspired Designs”) to us for review. We will submit any Designs containing Licensor Materials that we desire to incorporate into Products to you for review by the means and in the format we designate. You will either approve or reject these Designs and the product types into which they may be incorporated. If you reject a Design, you will describe the reasons for the rejection so that we may, in our discretion, modify and resubmit the Design for approval. We may, in our sole discretion, choose the type of products into which we offer to incorporate Designs that contain the Licensor Materials.

3. License for Designs and Products
You grant us and our affiliates a nonexclusive, royalty-free, worldwide, right and license during the Term and Wind-down to: reproduce, distribute, publicly perform and display, and create derivative works of Licensor Materials in connection with the creation of Licensor Inspired Designs and in connection with the design, development, manufacturing, production, distribution, and sale of Products that incorporate those Licensor Inspired Designs (“Licensed Products”) and to sublicense the foregoing rights to third parties to exercise these rights on behalf of us and our affiliates.

4. License for Promotions and Operations
You hereby grant us and our affiliates a nonexclusive, royalty-free, worldwide right and license to reproduce, distribute, publicly perform and display, and create derivative works of Licensor Materials and Licensor Inspired Designs (in all forms of media now known or hereafter invented) for the marketing, sale, and distribution of Licensed Products in connection with the Program and to sublicense the foregoing rights to third parties to exercise these rights on behalf of us and our affiliates. You further grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, distribute, reformat, modify, transmit, and publicly perform and display the Licensor Materials and Licensor Inspired Designs, in all forms of media, for customer service, order history archiving, and other operational purposes.

5. Ownership and Reservation of Rights
Except as expressly licensed under this Agreement, you own all right, title, and interest in and to Licensor Materials. Subject to your ownership of Licensor Materials, we and our licensees, successors, and assigns own all right, title, and interest in and to the Licensor Inspired Designs. Nothing in this Agreement limits or restricts us or our affiliates from exercising any rights under applicable law or any other agreement.

6. Option to Assign
If you desire to own the copyright of any Licensor Inspired Design, you will submit to us by the means we designate a request that we assign to you the copyright rights in the Licensor Inspired Design that were assigned to us by the artist that submitted the Licensor Inspired Design (“Artist”). Each request from you must identify the Licensor Inspired Design with specificity. Following receipt of your request, and by the means we designate, we will invoice and you will pay us or the Artist directly (as we may designate in our sole discretion) a fee in the amount of (A) USD 500.00 for a Licensor Inspired Design if paid prior to publication for sale of any Licensed Product incorporating that Licensor Inspired Design, or (B) USD 5,000.00 for a Licensor Inspired Design if paid after the publication for sale of any Licensed Product incorporating that Licensor Inspired Design (the “Royalty Buy-Out Fee”) for each requested Licensor Inspired Design. Upon receipt by us or by the Artist (whichever comes first) of payment of the Royalty Buy-Out Fee for a Licensor Inspired Design, we will execute and deliver to you by the means we designate an assignment of all copyright rights in the Licensor Inspired Design that were assigned to us by the Artist. You acknowledge and agree that we are only able to assign the rights obtained from the Artist.

7. License Back to Us
You hereby grant to us and our affiliates and our and their respective successors and assigns, an exclusive, royalty-free, right and license to make, have made, sell, import, reproduce, publicly display and perform, distribute, reformat, modify, create derivative works of and use all Licensor Inspired Designs assigned to you in accordance with Section 6 of this Agreement in connection with the design, distribution, production, sale, and licensing of Products in and through Amazon Stores and the marketing, advertising, and promotion of those products in Amazon Stores. You further grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, distribute, reformat, modify, transmit, and publicly perform and display all Licensor Inspired Designs assigned to you in accordance with Section 6 of this Agreement, in all forms of media, for customer service, order history archiving, and other operational purposes. “Amazon Stores” means any web sites, mobile applications, physical stores, or other channels operated by or for us or our affiliates through which we sell, license, or otherwise distribute products.

8. Exclusions
We do not make any and disclaim all representations or warranties (express or implied) with respect to Designs or Licensor Inspired Designs, including any warranty of title, non-infringement, fitness for a particular purpose, and quiet enjoyment.

9. Royalty
We will pay you a per-product-type royalty on the sale price paid for any new Licensed Product sold by us pursuant to this Agreement, according to the schedule located here and any successor site (a “Royalty”). We will pay you one hundred percent of the Royalty due for the sale price paid for any new Licensed Product for which you have paid the Royalty Buy-Out Fee. Shipping, taxes, and any separately stated fees or charges are excluded from the sale price when calculating the Royalty owed. A Royalty is due only for sales for which we have received final payment from or on behalf of the purchaser. If a Licensed Product is purchased using a credit card or bank account deduction mechanism, final payment will only be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. A Royalty is due only on the sale of a Licensed Product that is not returned by a customer.

10. Payment Terms
We will pay you Royalties approximately 30 days after the end of the calendar month in which final payment for the applicable sale of the Licensed Product is made. Each month at the time of payment, we will make available to you a report detailing sales of Licensed Products and the corresponding Royalties covered by the report. All payments will be made via check, Electronic Funds Transfer (“EFT”) or other methods we select. We are entitled to accrue and withhold payments, without interest, until the total amounts due to you (net of any tax withholding or deduction, as further described below) exceed $100 USD, €100 EUR, £100 GBP, ¥10,000 JPY, or $100 CAD.

Depending on the country where you are located, we may require you to provide us with information for a valid bank account in your name for receiving EFT payments and, if you do not provide that information, we may withhold payments, without interest, until you provide it and we may pay you via check and deduct a payment processing fee.You may not dispute any report 6 months after the date it is issued.You agree not to bring any action or proceeding against us with respect to any report or for any Royalties owed for sale of License Product within the time period covered by the report, unless you commence that action or suit within 6 months after the date the report is issued.If we pay you a Royalty on a sale and later issue a refund or credit to the purchaser for that sale (or receive a chargeback related to the sale), we may deduct the amount of the Royalty we previously paid you from future Royalties or other amounts that would otherwise be payable to you under this Agreement or require you to remit the amount previously paid to us.For any amounts that we determine you owe us, we may (i) charge any payment instrument you provide to us; (ii) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (iii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iv) reverse any credits to your bank accounts; or (v) collect payment or reimbursement from you by any other lawful means.If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of this Agreement, or other risks to us or third parties, then we may, in our sole discretion, withhold any payments to you for as long as we determine any related risks to us or third parties persist.If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or if you are unable to demonstrate that you have all necessary rights to the Licensor Content or Licensor Marks you provide us, then we may, in our sole discretion, permanently withhold Royalties to you for Licensed Products.

11. Seller of Record
We will be the seller of record for Licensed Products sold in the Amazon Stores except as provided in the Designer-Manufactured Product Schedule to this Agreement.We have the sole discretion to determine price, availability, distribution channels, and terms of sale for Licensed Products.We are responsible for and have sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to our obligations, and we will have sole ownership and control of all sales and other data we obtain from customers in connection with the sale of Licensed Products and the Program.

12. Amazon Stores
Notwithstanding anything to the contrary in this Agreement, we may, in our sole discretion, determine the content, appearance, functionality, and all other aspects of the Amazon Stores and may redesign, modify, and alter their content, appearance, and functionality from time to time. We may, in our sole discretion, place or decline to place any or all of the Licensor Materials, Licensor Inspired Designs, and Licensed Products in any Amazon Store.

13. Term; Termination and Survival
The term of this Agreement will start on the date of your completed registration for the Program, and will continue until either party terminates the Agreement in accordance with this Section (“Term”). Either party may terminate this Agreement at any time for any or no reason without further obligation or liability by providing the other party 60 days’ prior written notice. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice from the non-breaching party. Sections 4 through 22 of this Agreement will survive termination of this Agreement. Notwithstanding the foregoing sentence, upon termination of this Agreement we will cease accepting orders for new Licensed Products and the license granted under Section 3 will only survive until all orders for new Licensed Products placed prior to termination have been finally fulfilled (“Wind-down”). The preceding sentence does not limit our, or any third party’s, right to sell used Licensed Products that contain Licensor Inspired Designs. Nothing in this Section will prevent Amazon from re-selling returned Licensed Products after Wind-down.

14. Mutual Representations and Warranties
Each party represents and warrants to the other that: (i) it has all requisite right, power, and authority to enter into this Agreement and perform its obligations and grant the rights, licenses, and authorizations it grants under this Agreement; (ii) this Agreement has been duly authorized, executed, and delivered by it, and constitutes legal, valid, and binding obligations enforceable against it in accordance with its terms; (iii) its execution, delivery, and performance of this Agreement and the other party’s exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which it is bound; and (iv) it is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its formation.

15. Your Representations and Warranties
You represent and warrant to us on an ongoing basis that: (i) the Licensor Materials are your exclusive intellectual property and you have the right to license the Licensor Materials as provided in this Agreement; (ii) you have obtained all necessary clearances, releases, approvals and consents and have made all required payments to third parties so that we and our sublicensees can exercises the rights and licenses authorized under this Agreement; and (iii) the exercise of rights granted by you to Licensor Materials under this Agreement does not and will not infringe, violate, or misappropriate any copyright, trademark, right of publicity or personality, moral right, privacy right, trade secret, or other intellectual property or proprietary right of any third party (“Intellectual Property Rights”).

16. Indemnity
You will defend, indemnify, and hold harmless us and our affiliates (and our and their respective officers, directors, and employees) from and against all claims, losses, damages, judgments, penalties, expenses, and other liabilities (including reasonable attorneys’ fees) (each, a “Claim”) arising out of or related to: (i) any actual or alleged breach of the Agreement by Licensor; (ii) Licensor Materials including any actual or alleged infringement of any Intellectual Property Rights thereby; (iii) your use of any Designs or relationship with any third party with respect thereto; or (iv) any taxes you owe from any payment we make to you (including their collection and payment or failure to do so). You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. 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. If you receive a Claim that a Licensor Inspired Design infringes the Intellectual Property Rights of a third party (“Design Infringement Claim”), you will immediately notify us of the Claim.

17. Limitation on Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR 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 THE PROGRAM, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM WILL NOT EXCEED AT ANY TIME THE LESSER OF: (A) US$100,000 AND (B) AGGREGATE ROYALTIES PAID TO YOU BY US UNDER THIS AGREEMENT.

18. Notice
Any notice or other communication to be given hereunder will be in writing and given (i) by us via email or via a message through your Program account, or (ii) by you via email to mba-notices@amazon.com with a cc via email to contracts-legal@amazon.com, or to such other email or physical addresses as we may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.

19. Taxes
Each party will be responsible, as required under applicable national, state or local law, for identifying and paying all taxes and other governmental fees and charges (and any related penalties, interest, and other additions), if any, that are imposed on that party upon or with respect to the transactions under this Agreement. We may deduct or withhold any taxes that we determine we are obligated to withhold from any amounts payable to you under this Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of such amounts. Throughout the term of this Agreement, you will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. We are responsible for collecting and remitting any taxes imposed on sales of Licensed Products to customers. You are responsible for any income or other taxes due and payable resulting from any Royalty payment.

20. Agreement Changes
We reserve the right to change this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes online, unless we specify a different effective date when we make a particular change. You are responsible for checking for Agreement updates. Your continued participation in the Program after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop participating in the Program and terminate this Agreement.

21. Disputes
Unless otherwise agreed by the parties, any dispute arising out of or relating to this Agreement or the Program will be resolved by arbitration in accordance with the then-applicable Commercial Arbitration Rules of the American Arbitration Association, and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in Seattle, Washington. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. You and 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 you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies. You may bring any such suit for injunctive remedies only in the courts of the State of Washington, USA. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the State of Washington, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Amazon relating to this Agreement or the Program.

22. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement. You may not assign or delegate your rights, duties, or obligations under this Agreement without our prior written consent. You may not issue a press release or any other publicity in connection with this Agreement without our prior written consent. The parties to this Agreement are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, employment or principal agent relationship between the parties. The terms and conditions of this Agreement may only be waived in a writing signed by the party entitled to the benefit of the term or condition. A waiver in one instance will not be deemed to constitute a waiver in any other instance. A failure to enforce any provision of this Agreement will not operate as a waiver of the provision or of any other provision hereof. If any provision of this Agreement is determined to be invalid under any applicable law, rule, or regulation, it will, to the extent it is invalid, be deemed omitted and the balance of the Agreement will remain in full force and effect. Notwithstanding any provision to the contrary, nothing in this Agreement will, or will be interpreted or construed to, induce or require either party to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any party to the Agreement. This Agreement is governed by the laws of the State of Washington, without reference to its conflicts of law rules. Each party agrees to exclusive personal jurisdiction and venue in the federal and state courts in King County, Washington, for any dispute arising out of or relating to this Agreement.
DESIGNER-MANUFACTURED PRODUCT SCHEDULE

This Schedule applies if you allow certain third party sellers that sell products through Amazon Stores (“Sellers”) to incorporate Licensor Inspired Designs into Products manufactured by the Seller for sale through Amazon Stores.
1. Product Proposals; Approvals
Using tools we make available to you, you will provide minimum requirements for Sellers to submit proposals for incorporating Licensor Inspired Designs into the product categories you make eligible. If a Seller desires to submit such a proposal, the Seller will first submit the Licensor Inspired Design for Amazon’s review (“Proposed Design(s)”) pursuant to Section 2 of the Agreement, and will also provide a proposal describing the product(s) into which the Seller desires to incorporate the Proposed Design(s) (“Proposed Products”). We will submit the Seller proposal to you for review and approval in accordance with Section 2 of the Agreement, and you will review and accept or reject the proposal in accordance with the terms of Section 2. Upon your acceptance of a proposal, the Proposed Product(s) described in the proposal will be deemed “Licensed Products” under the Agreement and Amazon will be permitted to sublicense the rights granted to Amazon under Sections 3, 4, and 7 of the Agreement to the Seller with respect to the Licensor Inspired Design(s) and Proposed Product(s) in the approved proposal.

2. Sell-Off Period
You agree that, if the Agreement terminates then, notwithstanding anything to the contrary in the Agreement (and without limiting our rights during the Wind-down), Sellers may sell unsold Licensed Products in Seller’s inventory as of the date of termination for 90 days following the termination (the “Sell-Off Period”).

3. Seller of Record
Notwithstanding Section 11 of the Agreement, Sellers are the seller of record for Licensed Products produced by Sellers.

4. Royalties
Notwithstanding Section 9 of the Agreement, we will pay you a per-product-type royalty on the sale price paid for any new Licensed Product sold by a Seller pursuant to this Schedule, according to the schedule located here and any successor site (a “Royalty”).

5. Royalty Buy-Out Fee
Notwithstanding Section 6 of the Agreement, the Royalty Buy-Out Fee for any Licensor Inspired Design incorporated into a Licensed Product is (A) USD 500.00 for a Licensor Inspired Design if paid prior to the publication for sale of any Licensed Product incorporating that Licensor Inspired Design, or (B) USD 5,000.00 for a Licensor Inspired Design if paid after the publication for sale of any Licensed Product incorporating that Licensor Inspired Design.

6. Liability
Notwithstanding anything to the contrary in the Agreement, we make no and disclaim all representations and warranties with respect to Licensed Products produced by Sellers and will have no obligations (including defense or indemnification obligations) with respect to or liability for any loss, damages, or claims that arise out of or relate to Licensed Products produced by Sellers.

7. Survival
Sections 2-5 of this Schedule and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement.
Merch Collab by Amazon Manufacturing Terms
Last Updated: May 26, 2018

These Merch Collab by Amazon Manufacturing Terms (the “Schedule”) supplement your seller agreement and operate as a schedule to the Merch by Amazon Services Agreement (“Merch Agreement”). This Schedule applies to your use of features and brand content that Amazon makes available to enable the manufacture, listing, sale and fulfillment of products in the Merch Collab by Amazon Program. All of the provisions of the Merch Agreement remain in full force and effect and apply to the Merch Collab by Amazon Program except as expressly modified by this Merch Collab Schedule; provided, however, that the Production and Distribution Schedule does not apply. All initially capitalized terms used but not defined in this Schedule have the meanings ascribed to them in the Merch Agreement.

Eligibility

Approval is required to participate in the Merch Collab by Amazon Program. To request an invitation, click here.

Merch Collab by Amazon Program

The Merch Collab by Amazon Program allows you to: (a) access certain third-party content from known brands and celebrities (“Brand Content”) and create designs incorporating Brand Content (“Designs”); and (b) request Amazon’s approval to manufacture and sell, through the Amazon Site, products incorporating Designs. Designs are Content as defined in the Merch Agreement and all provisions of the Merch Agreement applicable to Content apply to Designs, except as expressly stated otherwise in this these terms. All Brand Content and related services that we make available as part of the Merch Collab by Amazon Program may only be used in accordance with the Merch Agreement, related Program Policies and any brand usage guidelines we may provide to you when you access or otherwise obtain Brand Content (“Brand Guidelines”). Brand Content licensors are third-party beneficiaries of Brand Guidelines that contribute to their content. Any terms in the Brand Guidelines that don’t comply with the standards that Amazon has set for Brand Content licensors are automatically null and void.

Account

If you participate in the Merch Collab by Amazon Program, you will open a new Merch by Amazon account solely for use in connection with the Merch Collab by Amazon Program (the “Merch Collab Account”). You will use the Merch Collab Account exclusively Products that incorporate Designs, and will not use any other Merch by Amazon account for Products that incorporate Designs.

Designs

Designs will be original to you, inspired by Brand Content of a single Brand Content licensor, and will not include content from any third party, including another Brand Content licensor within the Merch Collab by Amazon Program.

Product Proposals; Approvals

We may, in our sole discretion, make Brand Content and any applicable Brand Guidelines available to you by the means and in the format we decide. You will submit Designs to Amazon accompanied by a proposal describing in detail the products you desire to manufacture that incorporate the Design (“Proposed Branded Products”). Your proposal will comply with all guidelines we communicate to you (including the Brand Guidelines). You will submit any samples of Proposed Branded Products as may be requested by us or the applicable Brand Content licensor (including in the Brand Guidelines). If you receive confirmation from both Amazon and the Brand Content licensor that your Proposed Branded Product is approved, the Proposed Branded Product becomes an “Approved Branded Product” and the Design becomes an “Approved Design.” You are required to offer Approved Branded Products for sale exclusively on the Amazon Site pursuant to your seller agreement (as amended by these terms). You acknowledge that our approval of an Approved Branded Product may be subject to additional terms, requirements, or conditions applicable to the Approved Branded Product and the associated Approved Design, and any such additional terms, requirements, and conditions also constitute Brand Guidelines.

Intellectual Property Rights
a. Brand Content Grant of Rights. Conditioned on your compliance with the Merch Agreement (including all Brand Guidelines and Program Policies), we hereby grant you a limited, nonexclusive, royalty-free right and license to reproduce and create derivative works of Brand Content that we provide to you to create Designs and proposals for Proposed Branded Products as part of the Merch Collab by Amazon Program.

b. Assignment of Rights in Designs. You hereby irrevocably convey, transfer, and assign to Amazon (or any Affiliate designated by Amazon), its successors, and assigns, all of your rights, title, and interests in and to any and all Designs. To the extent any of your rights in a Design (including any moral rights) are not capable of assignment under applicable law, you hereby irrevocably and unconditionally waive all enforcement of those rights to the maximum extent permitted under applicable law. You will cooperate as may reasonably be necessary for Amazon to perfect title to Designs, including executing any documents in connection with such assignment that Amazon may reasonably request. You will enter into agreements with any other party as necessary to establish Amazon’s sole and exclusive ownership in Designs, and upon Amazon’s request, you will provide Amazon with copies of those agreements. You appoint Amazon as your attorney-in-fact to execute assignments of, and register all rights to, the Designs. At any time upon request from Amazon and upon termination or expiration of the Merch Agreement, you will deliver to Amazon in tangible form all materials containing or embodying Designs, whether complete or in process.

c. Reversion. If a Design is not approved as an Approved Design within 120 days of your submission to Amazon, then your rights in the Design assigned pursuant to these terms will automatically revert to you. For the avoidance of doubt, any assignment of rights to you pursuant to this section does not include an assignment or license of any rights to any Brand Content embodied in the Design.

d. License to Approved Designs. Conditioned on your compliance with the Merch Agreement (including this Schedule and all Brand Guidelines), we grant you a limited, non-exclusive, license during the Design License Term (defined below) to reproduce each Approved Design (including Brand Content incorporated therein) exactly in the form approved by Amazon solely in Approved Branded Products manufactured by or for you. The “Design License Term” for each Approved Design will begin on the date that we approve the applicable Approved Branded Product and will continue until the earliest of: (x) the date that is 30 days after we provide notice to you of our intent to terminate the Design License Term for one or more Approved Designs; (y) the termination of the Merch Agreement or your seller agreement; or (z) the end of the period set forth as the Design License Term in the Brand Guidelines for that Approved Design (in any case, the “License Termination Date”). Upon expiration or termination of the Design License Term, you will immediately cease all use of the Approved Design for manufacture and sale of Approved Branded Products, except that you may sell for a period of 90 days (or longer, if expressly permitted in the applicable Brand Guidelines) any unsold Licensed Products already in your inventory (the “Sell-Off Period”). After the Sell-Off Period, you will immediately destroy all inventory.

e. Reservations of Rights. The Branded Content is the intellectual property of Amazon or its licensors. Except for the rights explicitly granted to you in these terms, all right, title and interest in and to the Brand Content are reserved and retained by us and our licensors. You do not have the right to sell or use Designs or Approved Branded Products outside of the Merch Collab by Amazon Program.
Sale of Approved Branded Products

If you offer for sale Approved Branded Products on the Amazon Site, they will constitute Your Products as defined in your seller agreement.
a. Product Types. Brand Content may not be available for use in all product types and you will not submit proposals for products if the product type is not permitted by the Brand Guidelines for the Brand Content.

b. Fees and Royalties. In addition to deducting the fees we are entitled to deduct from Sales Proceeds under your seller agreement, we may also deduct from Sales Proceeds, prior to making any remittances to you under your seller agreement: (i) a Merch Collab by Amazon Program fee (“Merch Collab by Amazon Program Fee”) and (ii) the fees owed to the applicable Brand Licensor (“Brand Royalty”) which Amazon may report separately or by increasing the Merch Collab by Amazon Program Fee. For more information about fees and Royalties that apply to selling Your Products in the Merch Collab by Amazon Program, see Merch Collab by Amazon Fees and Royalties.

c. Commercialization Fee. If Amazon or a licensor of Brand Content (i) uses an Approved Design in any product, tangible or intangible, other than products distributed, licensed, or sold through Amazon Stores, or (ii) creates any derivative work of an Approved Design, except in connection with the marketing, sale, or distribution of Products; then Amazon will pay to you an additional fee in the amount of a single payment of the lesser of (A) the Standard Commercialization Fee or (B) the Alternate Commercialization Fee (“Commercialization Fee”). The “Standard Commercialization Fee” means the greater of USD 5,000.00 or the royalties the licensor of the Brand Content earned on that d. Approved Design as of the date of (i) or (ii) above, up to a maximum of USD 100,000.00. The “Alternate Commercialization Fee” means the amount, which may be zero, designated as the Commercialization Fee in the Brand Guidelines. “Amazon Stores” means any websites, mobile applications, physical stores or channels operated by or for us or our Affiliates through which we sell, license, or otherwise distribute products.

d. Product Information. Required Product Information as defined in your seller agreement includes information that we require related to Designs and Brand Content.

e. Compliance Audits. Amazon and the licensors of Brand Content may perform, or have their designees perform, unannounced audits of any of your facilities at any time to validate whether you are in compliance with your obligations.

f. Sales Information. Amazon may share your sales and performance metrics for Approved Branded Products with the relevant licensors of Brand Content.
Disclaimer of Warranties

We make no representations or warranties with respect to any Brand Content and disclaim all warranties and conditions, whether express, implied or statutory, including the warranty of merchantability, fitness for a particular purpose, title, non-infringement, or quiet enjoyment.

Indemnification

You will to grant to the owner of any brand content licensed to you through the Merch Collab by Amazon Program, the indemnities you grant to Amazon.
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