Last Updated: June 6, 2018
This Agreement changed on the date listed above.
See an explanation of the changes at the end of this document.
Amazon Media on Demand Agreement
Welcome to Amazon’s Media on Demand Program (the “Program”), which allows you to upload digital works for distribution on physical media. This Amazon Media on Demand Agreement (the "Agreement") governs your participation in the Program and is a binding agreement between the individual or entity identified in your Amazon Media on Demand account ("you" or “Participant”) and each Amazon party. The "Amazon parties" are, individually, Amazon Digital Services LLC and any other Amazon affiliate who joins as a party to this Agreement. This Agreement incorporates by reference all rules, policies, and service terms set forth on the Media on Demand website at manufacturing.amazon.com, including the Help content, Content Guidelines, Technical Specifications, and Royalty Information (together, the “Program Policies”); the amazon.com website (the “Site”) Conditions of Use; and the Privacy Notice, each as amended from time to time.
You accept this Agreement and agree to be bound by its terms by either (i) creating a Program account or (ii) using any part of the Program. If you don't accept any of the terms in this Agreement, you may not use the Program.
1. Delivery of Content.
The Program allows you to set up distinct and separately saleable video, audio, software, image, and other media products (each, a “Work”). “Content” means any Work, Descriptive Materials, license keys, and/or activation codes; and any trademarks, trade names, service marks, logos, commercial symbols, and other designations contained in the Content. “Descriptive Materials” means all related content you deliver to us, including all text data describing a Work, including name, description, and release date; artwork and images; and any short segments of content or promotional clips. For each Work, you will send the applicable Content at your own expense and in accordance with the Program Policies. As between the parties, you will retain title to your Content. We may dispose of any physical media on which Content is delivered to us.
2. Account Eligibility and Password Security.
You are solely responsible for maintaining the security of your password and for any use of or action taken through your account. All information you provide in connection with establishing your account, such as your name, address, and email, must be accurate, and you must keep it up to date as long as you participate in the Program. You may maintain only one account at a time. If we terminate or suspend your account, you will not establish a new account. We may, directly or through third parties, use any information you provide us to make any inquiries we consider appropriate to confirm your account information and eligibility, including verifying your rights to permit our distribution of a Work.
3. Services; Content; Sales.
The Program’s services may include listing your Work on Amazon Properties and other sales channels, distributing your Work, creating Packaging Materials, and manufacturing physical product embodying your Work (each a “Unit”), and fulfilling Unit orders. “Amazon Properties” means the Site, any application for use on mobile devices or other online point of presence (branded or co-branded “Amazon”) that allows for the discovery and purchase of products from Amazon or its affiliates, and any other web site or physical or online point of presence through which we make products or services available for discovery. “Packaging Materials” means any disc cover inserts, disc cover wrap inserts, printed disc face, poster print paper stock, disc case, booklet, and any other physical material that accompanies a Unit.
3.2. Content Rejection and Removal.
We may, in our sole discretion, reject Content, or refuse to list any Work or distribute any Content; in such cases you will remain liable for all fees and other amounts you owe us for services we provide through the Program. You may withdraw a Work from the Program at any time. If you withdraw a Work, we will have 30 days from the date we receive notice of a Work's withdrawal (or your termination of this Agreement) to remove active listings for that Work from the Amazon Properties under our control and may sell Units and fulfill any customer orders placed prior to our removal of such Work.
3.3. Unit Sales.
We will be the seller of record for each Unit produced through the Program and sold to a customer through any Amazon Property. To the extent permissible under applicable laws, we have sole discretion to set the retail price at which your Works are sold on the Amazon Properties. On our request, you will provide a List Price for each Work in the applicable jurisdiction of each Amazon Property through which you elect to distribute your Work. “List Price” means the suggested retail price that you submit to us per individual Work. We may accept or disallow customer returns of Units in our sole discretion. We may offset against amounts due to you or require you to remit to us any amounts we incur in issuing a customer refund on Unit(s) and any Content License Royalty (as defined below) we pay you for any Unit(s) for which a customer is refunded. We may make Units of your Work(s) to hold in our inventory. We may destroy inventory at any time.
4. Royalties; Fees; Taxes.
4.1. Content License Royalty.
For each Unit sold through the Program to and paid for by a customer (except for Units sold to you, for which we will not owe you any payment), we will pay you a royalty (“Content License Royalty”) within 30 days after the end of the month in which the Unit sold. The Content License Royalty will be determined and based on the List Price or retail price of the Unit in the currency of the location where we manufacture that Unit (e.g., JPY for Japan) (the “Manufactured Currency”) as provided in the Program Policies. We will not owe you any Content License Royalty for Unit sales for which we are not able to collect the selling price from the customer (for example, because of fraud). You may only dispute a statement or other accounting associated with the Program by providing us with written notice stating the specific basis for objection within 90 days after the date of the applicable statement.
4.2. Fees; Setoff.
You will pay us all applicable fees or other payments due to us for services provided through the Program, as specified in our Program Policies. If we reasonably conclude that your participation in the Program may result in disputes, chargebacks, or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any of your actions and/or performance in connection with the Program. Additionally, if a third party asserts that you did not have all rights required to make your Content available through the Program we may hold all Content License Royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to any of your Content, we will not owe you a Content License Royalty for that Content, and we may offset an amount equal to any Content License Royalty previously paid you for such Content against any future Content License Royalty otherwise payable under the Program, or require you to remit that amount to us. If we terminate your participation because you have breached your representations and warranties or our Content Guidelines, you forfeit any Content License Royalty not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Content License Royalty through the new account.
4.3. Payment Terms.
Payment terms are as set forth in the Program Policies. We will pay you in the Manufactured Currency unless you designate an alternative as provided in the Program Policies. If you change your payment currency, the change will be effective on the first day of the calendar month following the calendar month in which you make the change. If we pay you in a currency other than the Manufactured Currency, we may deduct the amount of all fees and charges for facilitating payment to you in your selected currency.
4.4.1. Payments to You.
You are responsible for determining taxes you owe on payments you receive through the Program. To the extent payments to you are subject to any Transaction Taxes, (a) payment includes all applicable Transaction Taxes, and (b) you will supply us with a valid tax invoice separately stating such Transaction Taxes if required by law. "Transaction Taxes" means sales/use, value added, or transaction taxes and other charges such as duties, customs, and government imposed surcharges. In return, we will provide you with any applicable exemption certificate acceptable to the relevant taxing authority that we possess, in which case you will not collect the Transaction Taxes covered by such certificate. If any other taxes (for example, international withholding taxes) are required to be withheld on any payment, we will deduct such taxes from the amount otherwise owed to you and pay them to the appropriate taxing authority. Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. On an ongoing basis, you will provide us with all forms, documents, and certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
4.4.2. Your Payments to Us.
All fees payable by you to us in connection with the Program exclude Transaction Taxes. In addition to amounts owed by you pursuant to the Program, you will pay us any Transaction Taxes we are required to collect on such fees. If we charge you Transaction Taxes, you may provide us with a valid exemption certificate acceptable to the relevant taxing authority, in which case we will not collect the Transaction Taxes covered by such certificate. All fees payable by you to us under this Agreement will be made without setoff and without deduction or withholding for, or on account of, any present or future tax.
5. Licenses; Ownership; Feedback.
You grant to us a nonexclusive, worldwide license to (a) create digital versions of Content you provide in nondigital format that we will use to create a Unit; (b) reformat, reproduce, and distribute your Content on physical media or in a physical format through the Amazon Properties and other sales channels; (c) create Packaging Materials from the Descriptive Materials; (d) distribute, display, transmit, perform, and use the Descriptive Materials and the Packaging Materials on the Amazon Properties and otherwise; and (e) transmit, reproduce, and otherwise use the Content as mere technological incidents to and for the limited purpose of technically enabling the rights granted in this Section 5.1 (including, but not limited to, caching to enable display and transfer and encoding supplemental copies of Works in alternate formats). This license is perpetual and royalty-free for Descriptive Materials, but for all other Content is granted only through the term of this Agreement, except as otherwise provided in Section 11.
For video and audio Works, we may use text from the Content, including creating or using closed caption text or transcripts, as the basis for returning search results to visitors to the Site and to display excerpts of such text to illustrate the relevance of the search result. You will deliver closed captions and subtitles in accordance with our Content Guidelines to the extent available, but in any case to the extent required by applicable law. We may create, insert, and distribute closed captions and subtitles for the Content.
You grant us the rights set forth in this Section 5.1 on a worldwide basis. If we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Work, then the territory for distribution of that Work will be those territories where you indicate you have distribution rights.
5.2. Cover Images.
We may agree to provide you a file containing an image of the cover of your Work ("Cover Image"). We grant you, during the term of this Agreement, a worldwide, royalty-free right to use the Cover Image for any lawful purpose related to promoting your Work.
Subject to the licenses set forth in this Section 5 and the following sentence, as between the parties, you retain all right, title, and interest in and to the Content, including all patent, copyright, trademark, service mark, mask work, moral right, trade secret, and other intellectual property or proprietary rights (collectively, "Intellectual Property Rights") therein. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Amazon Properties, and any materials we use or provide to you for use relating to your Works (such as a Cover Image used for your Work if you do not provide one). We will have full discretion over the terms, features, and operation of the Program and the Amazon Properties we operate and related marketing, but our use of the Works will be subject to this Agreement. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates.
If you provide suggestions, ideas, or other feedback to us or any of our affiliates in connection with the Amazon Properties or the Program, we may use, disclose, and exploit the feedback without restriction and without any need to compensate you.
6. Representations, Warranties, and Covenants; Indemnities.
6.1. Representations, Warranties, and Covenants.
You represent, warrant, and covenant that: (a) you will comply with all laws and rules of any governmental authority having jurisdiction over your performance as applicable in each country (including any local legal requirements with respect to the distribution of your Works, such as making any necessary notifications and filings of copies of your Works); (b) you are at least 18 years old or the age of majority where you reside (whichever is older), have the full right, power, and authority to enter into and fully perform your obligations under, and comply with, this Agreement, and the individual entering into this Agreement is fully authorized to bind the Participant; (c) prior to your delivery of any Content, you will have obtained all rights that are necessary for the exercise of the rights granted to us under this Agreement, without any further payment obligation by us, including all necessary music publishing and public performance rights in the Content and the Descriptive Materials; (d) you grant us the rights, licenses, and authorizations free and clear of any encumbrances, and this Agreement does not violate or conflict with any other arrangements, understandings, or agreements between you and any third party; (e) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the Content nor the sale or distribution of Units as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary, or other rights of any person or entity, or contain defamatory, libelous, obscene, or otherwise illegal material or violate any laws or regulations of any jurisdiction; (f) you will ensure that all Content complies with the technical delivery specifications provided by us and the Content Guidelines; (g) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Work or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement; (h) the Content will not contain any automatic shut-down, lockout, “time bomb,” or similar encryption, digital rights management, viruses, “Trojan horses”, or other related technology; and (i) if we request information from you about the Content, for example to verify the rights granted in this Agreement, all information and documentation you provide to us in response to such a request will be current, complete, and accurate. These representations, warranties, and covenants are ongoing and continue through the sale of the Works.
6.2. Maintenance of Rights.
You will not do anything to intentionally prejudice the rights granted to us in this Agreement and will use commercially reasonable efforts to maintain those rights. In the event that you lose any rights or other licenses, consents, or permissions relating to a specific Work that are necessary for you to grant the rights, or you receive notice of a third-party claim relating to a Work which you reasonably deem to be of concern, you will immediately remove that Work from the Program.
You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, licensees, distributors, contractors, agents, successors, and assigns, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on any actual or alleged breach of your representations, warranties, covenants, or obligations set forth in this Agreement. In connection with any Claim described in this Section 6.3, Amazon will: (a) give you prompt written notice of the Claim (provided that any delay in notification will not relieve you of your indemnity obligations except to the extent that the delay impairs your ability to defend); (b) cooperate reasonably with you (at your expense) in connection with the defense and settlement of the Claim; and (c) permit you to control the defense and settlement of the Claim, provided that you may not settle the Claim without Amazon's prior written consent (which will not be unreasonably withheld or delayed), and provided further that Amazon (at its cost) may participate in the defense and settlement of the Claim with counsel of its own choosing.
7. Confidentiality; Publicity.
You will (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only for internal purposes and in connection with your participation in the Program; and (c) destroy or return all such information to us promptly when this Agreement terminates (and, upon request, confirm such destruction in writing). This section covers all confidential information regardless of when you receive it. Unless you have received our express written permission, you will not use any trademark, service mark, commercial symbol, or other proprietary right of ours, issue press releases or other publicity relating to us or this Agreement, or refer to us in promotional materials. This Section 7 will survive three years following the termination of this Agreement.
8. Disclaimer of Warranties; Limitation of Liability.
THE PROGRAM, SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PROGRAM ARE PROVIDED BY AMAZON ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY LAW, AMAZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PROGRAM. TO THE FULL EXTENT PERMISSIBLE BY LAW, AMAZON WILL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY; OR FOR ANY DAMAGES OF ANY KIND IN EXCESS OF THE LESSER OF (A) THE TOTAL AMOUNTS YOU PAY TO US IN FEES IN THE TRAILING TWELVE MONTHS HEREUNDER AND (B) $100,000. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS, OR LATENCIES.
Any dispute or claim arising from or relating to this Agreement or the Program is subject to the binding arbitration, governing law, and all other terms in the Amazon.com Conditions of Use. You agree to those terms by entering into this Agreement or using the Program.
We may amend any of this Agreement's terms or any terms incorporated by reference at any time and in our sole discretion, effective upon our providing notice of such updated terms on the website on which they appear. Your continued use of the Program after such changes are effective constitutes your acceptance of those changes. If you do not agree to the changes, you must withdraw your Works from further distribution through the Program and terminate your use of the Program by giving notice to us. We may at any time make changes to the Program, or choose not to offer any or all features of the Program.
Your participation in the Program continues until it is terminated by us or by you. We may terminate your participation in the Program by sending you an email notice at the email address associated with your account. You may terminate at any time by giving notice to us. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for Units of your Works pending as of the date of termination or suspension, sell through any Units of your Works in our inventory, and we may retain a digital copy of your Content. We may delay a final payment to you for a period sufficient to cover and offset any nonpayment or chargeback costs associated with any final orders for Units of your Works.
This Agreement constitutes the entire agreement with respect to the Program and supersedes and replaces any and all prior or contemporaneous agreements between the parties with respect to its subject matter. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. The parties to this Agreement are independent contractors and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between you and us. You will not represent yourself to be an employee, representative, or agent of ours. You will have no authority to enter into any agreement on our behalf or in our name or otherwise bind us to any agreement or obligation. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates. Each Amazon party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Amazon parties. We may sublicense or assign the rights granted to us hereunder to our affiliates or to any third party designated or engaged by us and acting on our behalf for purposes of fulfilling our obligations or exercising our rights under this Agreement; but we will remain ultimately responsible for our compliance with this Agreement. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining provisions. Any version of this Agreement in a language other than English is provided for convenience and the English language version will control if there is any conflict. Sections 3-12 will survive termination. You consent to the use of electronic means to enter into this Agreement and to provide you with any notices we give you in relation to this Agreement. You also consent to us sending you emails relating to the Program and other opportunities from time to time. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by an Amazon party, via email, via a posting on the Program website, or via a message through your Program account, or (ii) if by you to Amazon Digital Services LLC, via email to email@example.com with a copy to firstname.lastname@example.org. Notices will be effective and deemed received on the date transmitted or posted. In the event of any conflict between this Agreement and the Conditions of Use, this Agreement will prevail.