AMAZON.COM, INC.
Amazon Services Business Solutions Agreement (Seller Agreement)
About this Contract
Amazon’s Business Solutions Agreement (BSA) is the foundational contract
for every third-party seller on Amazon.com. It governs Seller Central
listings, Fulfillment by Amazon (FBA), and payment processing.
Amazon Services Business Solutions Agreement (Seller Agreement)
This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:
AMAZON SERVICES LLC, a Delaware limited liability company with offices at
410 Terry Avenue North, Seattle, Washington 98109 (“Amazon”), and
the entity registering as a seller on Seller Central (“Seller”).
Each a “Party” and collectively the “Parties”.
RECITALS
WHEREAS, Amazon operates one or more online marketplaces and provides
certain selling, fulfillment, advertising, and related services;
WHEREAS, Seller wishes to use Amazon’s Services to list and sell
products to customers.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Acceptance and Modification
1.1 By registering or using any Service, Seller accepts this Agreement,
including all incorporated policies, program rules, and the applicable
Service Terms (Selling on Amazon, FBA, Advertising, Brand Registry, etc.).
1.2 Amazon may modify this Agreement at any time by posting updated terms.
Continued use of the Services after notice constitutes acceptance.
2. Seller’s Listings and Orders
2.1 Seller will provide accurate and complete product information, images,
and pricing.
2.2 Seller is the seller of record for all transactions and is solely
responsible for the products, including their quality, safety, legality, and
fulfillment.
2.3 Amazon may, in its sole discretion, refuse, suspend, remove, or restrict
any listing.
2.4 All sales are subject to the Amazon A-to-z Guarantee, the Amazon Refund
and Returns Policies, and applicable consumer protection laws.
3. Fees and Payments
3.1 Seller shall pay all applicable fees, including: (a) referral fees as a
percentage of each item sold (typically 8%–17% by category); (b) variable
closing fees; (c) FBA fulfillment, storage, and removal fees; (d)
advertising fees; and (e) optional subscription fees for Professional
Selling Plans.
3.2 Amazon will deduct fees and other amounts owed from Seller’s sales
proceeds and disburse the net balance on a rolling basis (typically every 14
days), subject to applicable reserves.
3.3 Amazon may withhold, deduct, or set off any amounts owed by Seller,
including for chargebacks, refunds, A-to-z claims, taxes, and damages.
4. Tax Collection
4.1 Amazon will calculate, collect, and remit sales tax on transactions
where it is the marketplace facilitator under applicable state law.
4.2 Seller is responsible for all other taxes, including income, customs,
and VAT obligations outside the marketplace facilitator scope, and for
providing valid tax identification documentation.
5. Fulfillment by Amazon (FBA)
5.1 If Seller elects FBA, Seller will ship inventory to Amazon fulfillment
centers in compliance with FBA packaging and labeling requirements.
5.2 Amazon will store, pick, pack, and ship FBA inventory and handle
customer service and returns.
5.3 Amazon’s liability for lost or damaged inventory is limited to the
lesser of replacement cost or Amazon’s published reimbursement rates.
6. License to Amazon
Seller grants Amazon a non-exclusive, worldwide, royalty-free,
sublicensable, irrevocable license to use, reproduce, distribute, display,
and create derivative works of Seller’s Materials (product content,
trademarks, images, descriptions) for purposes of marketing, listing, and
operating the Services and Amazon’s broader business.
7. Representations and Warranties
Seller represents and warrants that: (a) Seller has all rights to sell the
products; (b) the products comply with all applicable laws (safety,
labeling, hazardous materials, import/export); (c) Seller will not engage in
deceptive, manipulative, or anticompetitive practices, including review
manipulation, fake orders, or off-platform diversion; and (d) Seller’s
content does not infringe third-party rights.
8. Suspension and Termination
8.1 Amazon may suspend, restrict, or terminate Seller’s account or any
Service at any time, with or without notice, including for performance
issues, policy violations, or risk to customers.
8.2 Either party may terminate this Agreement for convenience upon thirty
(30) days’ notice.
8.3 Upon termination, outstanding orders must be fulfilled, and Amazon may
withhold disbursements to cover potential refunds or chargebacks for up to
ninety (90) days.
9. Indemnification
Seller will defend, indemnify, and hold harmless Amazon and its affiliates
from and against any claim or loss arising out of: (a) the products; (b)
Seller’s content or actions; (c) Seller’s breach of law or this
Agreement; (d) taxes; or (e) any third-party intellectual property claim.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMAZON’S AGGREGATE LIABILITY
UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO
AMAZON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO
LIABILITY. AMAZON SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR
LOST-PROFITS DAMAGES.
11. Disputes
11.1 Governing Law: State of Washington, USA.
11.2 Arbitration: Any dispute shall be resolved by binding arbitration
before the American Arbitration Association in King County, Washington, on
an individual (non-class) basis.
11.3 Equitable Relief: Either party may seek injunctive relief in court for
IP or confidentiality violations.
12. General
Force majeure, severability, no waiver, no agency, entire agreement
(including incorporated policies), and electronic signatures are accepted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
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AMAZON.COM, INC.: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |
COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |