These Amazon Today Program Terms and Conditions, including the Program Materials and Program Policies (collectively “These Terms”) supplement the Amazon Services Business Solutions Agreement (collectively the “BSA” and together with These Terms, the “Agreement”) and apply to your participation in the Amazon Today Program. These Terms constitute Service Terms, and the Amazon Today Program constitutes a Service, as each are defined in the BSA. If you do not agree to These Terms, you may not apply to or participate in the Amazon Today Program. For the purposes of These Terms, the term “you” shall refer to the business entity or entities registered under the Selling on Amazon account used to onboard to the Amazon Today Program. To the extent that These Terms are inconsistent with any of the terms of the BSA, These Terms supersede the terms of the BSA and govern solely with respect to your participation in the Amazon Today Program. If you have signed an Omni-Channel Service Addendum, These Terms replace and supersede such Addendum in accordance with its terms.
1. Amazon Today Program. The Amazon Today Program provides fulfillment options for products that are present in your participating physical retail store and that you plan to offer through the Selling on Amazon Service and list for sale on the Amazon Site or on Amazon Associated Properties in accordance with the BSA. Any such products that you elect to include in the Amazon Today Program are referred to herein as “Your Amazon Today Products”). For clarity, Your Amazon Today Products are also Your Products under the BSA. When you indicate that Your Amazon Today Products are available at a participating store in an Eligible Service Area (as defined below), Customers in the Eligible Service Area who place orders for one of those products may, if enabled by Amazon as of the time of purchase, select either of the following fulfillment options: (a) delivery to customer’s location by Amazon Couriers, or (b) customer pickup from one of your physical stores (collectively, the “Amazon Today Service”). “Amazon Couriers” means couriers dispatched by Amazon (or Amazon’s applicable service provider). Subject to the terms of the Agreement (including These Terms) Amazon will make the Amazon Today Program available to you in Eligible Service Areas. Except as expressly set out in These Terms, the BSA (including the Selling on Amazon Service Terms) governs your offering of products and services for sale on Amazon Sites.
2. Program Materials and Program Policies. Additional requirements relating to the Amazon Today Program are set forth in standard operating procedures and other program materials that we will make available to you (collectively, “Program Materials”), as well as policies we publish applicable to the Amazon Today Program (“Program Policies”). Such Program Materials and Program Policies form part of These Terms, and include but are not limited to those found in the Amazon Today Standards and Requirements.
3. Listing and Service Availability. We may determine the frequency, timing, placement, prominence, and other attributes of each listing of Your Amazon Today Products on any Amazon Site and Amazon Associated Properties (except that we will display the Purchase Price provided by you for any of Your Amazon Today Products that is actually listed on the Amazon Site). We may delay or suspend listing of any or all of Your Amazon Today Products, and determine the eligible Service areas for the Amazon Today Program and delivery area for Delivery Products (“Eligible Service Areas”). Amazon will determine, in its sole discretion, which component(s) of the Amazon Today Program’s fulfillment options (i.e. delivery or in-store pickup) to enable within a particular Eligible Service Area, and when such components are enabled.
4. Fulfillment.
4.1 Risk Of Loss. You will bear all risk of loss for Your Amazon Today Products, except after we confirm receipt of Delivery Product (as defined below) Units by an Amazon Courier.
4.2 Delivery Products. “Delivery Products” means any Units that an Amazon Courier delivers as part of the Amazon Today Program. When applying the Selling on Amazon Service Terms to These Terms, (a) the defined term “Amazon-Fulfilled Products” also includes Delivery Products, and (b) the defined term “Seller-Fulfilled Products” excludes Delivery Products but includes all other Units fulfilled through the Amazon Today Program. For clarity, the Fulfillment by Amazon Service Terms do not apply to any Units fulfilled as part of the Amazon Today Program.
4.3 Pickup and Delivery. For Delivery Products, Amazon Couriers will pick up Units ordered by customers from the Pickup Location and will transport and deliver the Units to shipping addresses in Eligible Service Areas. We will determine whether any minimum order size applies to Delivery Products and the amount of any such minimum order size. Units may be delivered together with products purchased from us, any of our Affiliates, or other merchants. You will cooperate with all Amazon Couriers, including by providing them access to any applicable Pickup Location that you control access to.
4.4 In-store Disagreements. If there is a disagreement among you or your store associates, customers, and Amazon Couriers (e.g., over what happened to a missing package), then you will reasonably cooperate with any investigation that we may choose to conduct, including making available to us any information reasonably necessary to resolve the disagreement.
5. Delivery Charges; Taxes.
5.1 Delivery Charges. We will determine the amounts charged to the customer for delivery or shipping services for the Units. You will pay us a delivery fee when a Delivery Order is picked up by an Amazon Courier (the “Delivery Fee”). The amount of the Delivery Fee is set forth in the Amazon Today Standards and Requirements. You will not incur any Delivery Fees for Units fulfilled as part of the Amazon Today Program that are not Delivery Products. For avoidance of doubt, Section S-1.3 (Shipping and Handling Charges) of the BSA will not apply to the Amazon Today Program.
5.2 Taxes. For purposes of These Terms, “Your Taxes” as defined in the General Terms of the BSA includes any of the types of taxes, duties, levies, or fees mentioned in that definition that are imposed on or collectible by Amazon or any of its Affiliates in connection with or as a result of fulfillment services.
6. Term and Termination.
6.1 Term and Termination. You will be subject to These Terms at all times during your participation in the Amazon Today Program. These Terms and your participation in the Amazon Today Program will automatically terminate upon termination of the BSA, or upon such time that you no longer have any stores participating in the Amazon Today Program. Amazon may elect to discontinue the Amazon Today Program in any Eligible Service Area or store at any time. You may discontinue any of your participating stores by providing 90 days’ prior written notice to Amazon, via email at omni-channel-support@amazon.com, of your intent to discontinue that store. Amazon may terminate your participation in the Amazon Today Program for convenience with 30 days’ advance notice, for which email will be sufficient. Amazon may suspend or terminate your account or this Agreement immediately under the circumstances outlined in Section 3 of the BSA.
6.2 Survival. On termination of your participation in the Amazon Today Program and These Terms, all related rights and obligations under These Terms immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination and (b) Sections 5.2, 6.1, 6.2, 7, 8, 9, 10, and 11 of These Terms survive.
7. Additional Representations. In addition to your representations and warranties in the BSA, you represent and warrant to us that: (a) your participation in the Amazon Today Program pursuant to These Terms, the performance of your obligations, and Amazon’s exercise of its rights and performance of its obligations hereunder, do not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which you are bound or any duty you owe to any third party, and do not violate applicable Laws; (b) you have obtained all third-party consents and authorizations required for your participation in the Amazon Today Program pursuant to These Terms, the performance of your obligations, and Amazon’s exercise, with respect to your physical locations, of its rights and performance of its obligations hereunder; (c) there are no zoning, title, or other restrictions that in any way prohibit or limit the performance of your obligations or Amazon’s ability, with respect to your physical locations, to exercise its rights and fulfill its obligations hereunder; (d) you are not a party to or bound by any agreement with a third party that (i) grants the third party any exclusive right to provide any of the services Amazon provides under These Terms; or (ii) prohibits, limits, conflicts with or is inconsistent with the services Amazon provides under These Terms; (e) you will be responsible for and will pay any costs, expenses, charges, revenue-sharing, fees, or other amounts of any kind that a third party may impose or that you may owe to any third party in connection with the Amazon Today Program or These Terms, including Amazon’s provision of services in connection with your physical locations; (f) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under These Terms; (g) for Delivery Products, you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Amazon Today Product listing) and in a merchantable condition; (h) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (i) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; and (j) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers.
8. Indemnification. In addition to your indemnification obligations under the BSA, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) any costs, expenses, charges, revenue-sharing, fees, or other amounts of any kind that a third party may impose or that you may owe to any third party in connection with These Terms or your participation in the Amazon Today Program, including Amazon’s provision of services as part of the Amazon Today Program in connection with your physical locations; (b) actual or alleged breach of any representations or warranties you have made in These Terms; (c) your or your employees’, agents’ or contractors’ negligence or willful misconduct; and (d) any personal injury, death (to the extent the injury or death is not caused by Amazon), or property damage occurring in or about your physical stores.
9. Disclaimer. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER UNITED STATES COMMON LAW, STATUTE, OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR AMAZON TODAY PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR SERVICE PROVIDERS, CONTRACTORS, OR AGENTS. WE WILL NOT BE LIABLE TO YOU OR TO ANY INSURANCE COMPANY (BY WAY OF SUBROGATION OR OTHERWISE) FOR ANY LOSS OF OR DAMAGE TO ANY OF YOUR PROPERTY THAT COULD HAVE BEEN INSURED UNDER THE ISO CAUSES OF LOSS-SPECIAL FORM COVERAGE, INCLUDING DEDUCTIBLES (WHETHER OR NOT THE PARTY SUFFERING THE LOSS OR DAMAGE ACTUALLY CARRIES SUCH INSURANCE, RECOVERS UNDER SUCH INSURANCE, OR SELF INSURES THE LOSS OR DAMAGE).
10. Insurance. During the term of your participation in the Amazon Today Program and for at least 12 months thereafter, you will obtain and maintain, at your expense, commercial general liability insurance coverage of at least $1 million per occurrence and $5 million aggregate, which must (a) include products liability coverage, (b) name “Amazon.com, Inc. and its affiliates and their respective officers, directors, employees, assigns and agents” as additional insureds, and (c) be primary and non-contributory to any coverage carried by Amazon or any of its Affiliates. You will provide Amazon with at least 30 days’ advance written notice of cancellation, significant modification, or lapse of coverage. The required minimum limits of insurance may be satisfied by any combination of primary and umbrella/excess liability insurance policies. At our request you will provide a certificate of insurance as set forth in the BSA.
11. Modification. We may make changes to These Terms at any time and they will be effective upon our making them available to you, including by posting them to the Amazon Today Seller Landing Page, Seller Central or any Amazon Site, as applicable. YOUR CONTINUED PARTICIPATION IN THE AMAZON TODAY PROGRAM AFTER AMAZON’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Effective January 15, 2023