Update Amazon Publisher Terms of Service

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Amazon Publisher/Terms of Service.md

@@ -1,7 +1,7 @@
 Amazon Publisher Services Agreement
 ===================================
 
- Last Updated March 21, 2023  
+ Last Updated July 1, 2023  
 See [what's changed](https://ams.amazon.com/webpublisher/apsmanaged/apsagreementupdates.html)
 
 #### Table of Contents
@@ -69,7 +69,7 @@ Amazon Publisher Services include various advertising programs that enable you t
         1. For purposes of EU Data, "Data Controller" means Amazon Europe Core S.a.r.l. ("**AEC**"). **“EU Data”** means personal data within the meaning of applicable Laws of the European Economic Area ("**EEA**") and the United Kingdom ("**UK**"), including the General Data Protection Regulation (Regulation (EU) 2016/679) and any implementation or successor thereof ("**GDPR**"), which is collected, used, transferred or processed by the Parties’ pursuant to this Agreement. Any reference to the applicable Law of the EEA, including the GDPR, that is directly applicable or directly effective in the UK at any time is a reference to such Law as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 pm on the 31 of January 2020.
 
         2. For purposes of BR Data, “Data Controller” means Amazon Serviços de Varejo do Brasil Ltda (“**ASVB**”). “BR Data” means personal data within the meaning of applicable Laws of Brazil, including the Brazilian Data Protection Law (Lei Geral de Proteção de Dados Pessoais – Law No. 13,709/18) and any implementation or successor thereof ("**LGPD**"), which is collected, used, transferred or processed by the Parties pursuant to this Agreement.
-    8. **Additional Provisions Regarding U.S. State Privacy Laws.** Amazon shall notify you if it determines it can no longer meet its obligations under applicable U.S. State Privacy Laws. You have the right, upon notice, to the extent required by the U.S. State Privacy Laws and using materials generally made available by Amazon for such purposes, to (i) ensure that Amazon uses Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws), as applicable, provided pursuant to this Agreement in a manner consistent with your obligations under the U.S. State Privacy Laws and (ii) request Amazon to suspend or discontinue the applicable processing of the Personal Information or Personal Data, as applicable, to the extent necessary to stop or remediate unauthorized use of Personal Information or Personal Data. “**U.S. State Privacy Laws**” means the California Consumer Privacy Act of 2018 (“**CCPA**”), as amended, including by the California Privacy Rights Act of 2020, and the rules and regulations promulgated thereunder and the Virginia Consumer Data Protection Act, as amended.
+    8. **Additional Provisions Regarding CCPA.** You are disclosing Personal Information (as defined in CCPA) to Amazon for the purpose of using the Programs under this Agreement. We will provide the same level of privacy protection for such Personal Information as is required of you by CCPA. Amazon shall notify you if it determines it can no longer meet its obligations under CCPA. You have the right, upon notice, to the extent required by CCPA and using materials generally made available by Amazon for such purposes, to (i) ensure that Amazon uses Personal Information provided pursuant to this Agreement in a manner consistent with your obligations under CCPA and (ii) request Amazon to suspend or discontinue the applicable processing of the Personal Information, to the extent necessary to stop or remediate unauthorized use of Personal Information. “**CCPA**” means the California Consumer Privacy Act of 2018, as amended, including by the California Privacy Rights Act of 2020, and the rules and regulations promulgated thereunder.
 
     9. **Server-to-Server and Client-to-Server Terms.** If you use a server-to-server or client-to-server integration as part of your participation in any of the Programs, you will comply with the [Server-to-Server and Client-to-Server Terms](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#5).
 
@@ -134,7 +134,7 @@ SPECIFIC TERMS
     3. **Terms Applicable to Non-Programmatic Ads**
         1. **Insertion Orders.** The Parties will set forth campaign details on an IO. In the event of any inconsistency between the terms of any IO and these Amazon Demand Program Specific Terms, the terms of the IO will prevail. “IO” means a mutually agreed insertion order between the Parties under which you will deliver Ads on Sites.
 
-        2. **Compliance with Ad Requirements; Compliance with Editorial Adjacency Policy.** You will comply with all Ad placement requirements and restrictions, and you will create a reasonably balanced delivery schedule. If Ads are damaged or otherwise unacceptable, you will use commercially reasonable efforts to notify us within 2 days of receipt. Should any Ad appear or play any Site in violation of the [Editorial Adjacency Policy](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#1), you will, within 24 hours of the earlier of notice or discovery of the violation, remove the Ad or otherwise correct the violation. If the violation of [Editorial Adjacency Policy](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#1) results in under-delivery, section 3(k) of the Terms Applicable to Non-Programmatic Ads will apply.
+        2. **Compliance with Ad Requirements; Compliance with Editorial Adjacency Policy.** You will comply with all Ad placement requirements and restrictions, and you will create a reasonably balanced delivery schedule. If Ads are damaged or otherwise unacceptable, you will use commercially reasonable efforts to notify us within 2 days of receipt. Should any Ad appear or play on  any Site in violation of the [Editorial Adjacency Policy](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#1), you will, within 24 hours of the earlier of notice or discovery of the violation, remove the Ad or otherwise correct the violation. If the violation of [Editorial Adjacency Policy](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#1) results in under-delivery, section 3(k) of the Terms Applicable to Non-Programmatic Ads will apply.
 
         3. **Changes to Site.** You will use commercially reasonable efforts to provide us at least 10 days prior notice of any material changes to the Sites including changes to the size or the placement of an Ad.
 
@@ -177,7 +177,10 @@ SPECIFIC TERMS
 
     5. **Pixels.** We may place or facilitate the placement of pixels or cookies (including cookies associated with your domain) on the browsers of users visiting the Sites in order to optimize the placement of Ads from TAM Buyers on the Sites.
 
-    6. **Use and Disclosure of Data by Us.** Site Data that we may provide to TAM Buyers will be provided under no restriction. It is your sole responsibility to insert the data restrictions that you deem appropriate in the TAM Buyer Direct Agreement and to ensure that TAM Buyers comply with these restrictions.
+    6. **Use and Disclosure of Data by Us.** Site Data that we may provide to TAM Buyers will be provided under no restriction. It is your sole responsibility to insert the data restrictions that you deem appropriate in the TAM Buyer Direct Agreement and to ensure that TAM Buyers comply with these restrictions.  
+        
+    7. **Data Processor Provisions**. To the extent that you participate in TAM, the Data Processor (as defined below) agrees to act as your processor or service provider (as such terms are defined in applicable U.S. State Privacy Laws) in respect of the transfer of Customer Personal Data, as defined by, and in accordance with, the terms and conditions set forth in the DPA (as defined below) and this Section. You instruct us to process Customer Personal Data in accordance with the DPA. References to Customer Personal Data in the DPA will mean the Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws) in bid requests that you instruct us to send to TAM Buyers. Notwithstanding the foregoing in this Section 7, if Amazon receives Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws) as part of other APS programs (e.g., Amazon Demand Program), any data processor terms hereunder do not extend to those other programs. It is your sole responsibility to insert any U.S. State Privacy Laws terms that you deem appropriate in your agreements with TAM Buyers and to ensure that your use of TAM complies with the U.S. State Privacy Laws. “**Data Processor**” means A9.com, Inc. “**U.S. State Privacy Laws**” means CCPA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, and the Connecticut Data Privacy Act, each as may be amended from time to time. “**DPA**” means the Data Processing Addendum available [here](https://ams.amazon.com/webpublisher/apsmanaged/us_state_privacy_laws_addendum.html).  
+          
 
 3.   **THE SHOPPING INSIGHTS PROGRAM SPECIFIC TERMS**
 
@@ -193,7 +196,7 @@ SPECIFIC TERMS
 
 5.   **THE UNIFIED AD MARKETPLACE PROGRAM SPECIFIC TERMS**
 
-    Unified Ad Marketplace (“**UAM**”) is a Program that allows you to connect with UAM Buyers to place Programmatic Ads on the Sites in order to earn advertising fees paid by us. “**UAM Buyer**” means a third party (e.g. supply side platforms) who purchases advertising inventory on the Sites through UAM pursuant to an agreement with us. The following sections are applicable to UAM: (i) Sections 1(a) through 1(c) and Sections 1(e) through 1(g) of the Amazon Demand Program Specific Terms; however, all references to “Amazon Demand Program Specific Terms” in these sections will be deemed to refer to the “UAM Program Specific Terms” and (ii) Sections 3 through 5 of the TAM Program Specific Terms; however, all references to “TAM Buyer” in these sections shall be deemed to refer to “UAM Buyers.” Further, Ineligible Events for the UAM Program also includes Ads for which we did not receive payment from the UAM Buyer or the UAM Buyer has required a clawback.
+    Unified Ad Marketplace (“**UAM**”) is a Program that allows you to connect with UAM Buyers to place Programmatic Ads on the Sites in order to earn advertising fees paid by us. “**UAM Buyer**” means a third party (e.g. supply side platforms) who purchases advertising inventory on the Sites through UAM pursuant to an agreement with us. The following sections are applicable to UAM: (i) Sections 1(a) through 1(c) and Sections 1(e) through 1(g) of the Amazon Demand Program Specific Terms; however, all references to “Amazon Demand Program Specific Terms” in these sections will be deemed to refer to the “UAM Program Specific Terms” and (ii) Sections 3 through 5 and Section 7 of the TAM Program Specific Terms; however, all references to “TAM Buyer” in these sections  shall be deemed to refer to “UAM Buyer.” Further, Ineligible Events for the UAM Program also includes Ads for which we did not receive payment from the UAM Buyer or the UAM Buyer has required a clawback.
 
 6.   **THE PUBLISHER AUDIENCES PROGRAM SPECIFIC TERMS (FOR APPLICABLE PUBLISHERS ONLY)**
 
@@ -214,9 +217,9 @@ SPECIFIC TERMS
 
     7. **Site Data.** We may provide Site Data to your Marketplace Vendors. It is your sole responsibility to include the data processing restrictions and requirements that you deem appropriate in the Marketplace Vendor Direct Agreements and to ensure that Marketplace Vendors comply with these restrictions. For the avoidance of doubt, your use of any standard agreement provided to you by Amazon to enter into with Marketplace Vendors does not relieve you of such responsibility. To the extent that you use Marketplace Services which require us to send Personal Information to TAM Buyers or UAM Buyers (collectively, “**Buyers**”), you hereby instruct us to disclose the necessary Personal Information to the applicable Buyers listed in your account (or in such other list that we make available to you). It is your sole responsibility to provide any notices, obtain any consents, and offer any choices to end users necessary to permit Amazon’s or any Marketplace Vendor’s collection, disclosure, or other processing of any Personal Information as contemplated by this Agreement or necessary to provide the Marketplace Services. We will cease disclosure of Personal Information to Buyers at any time, at your instruction and sole discretion.
 
-    8. **EU Data and BR Data.** In relation to EU Data and/or BR Data (as applicable), you acknowledge that (i) Amazon is not responsible for collecting consent or imposing restrictions on the collection, use, transfer, or other processing of EU Data and/or BR Data (as applicable) by Marketplace Vendors, (ii) it is your sole responsibility to put in place any legally required contractual terms, including standard contractual clauses, related to the transfer of EU Data and/or BR Data (as applicable) to Marketplace Vendors, and (iii) it is your sole responsibility to publish or otherwise provide any legally required information to end users about the processing of EU Data and/or BR Data (as applicable) by your chosen Marketplace Vendors. You agree to the [Vendor Data Terms](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#4)  with respect to the relevant categor(ies) of Marketplace Vendors that you have engaged to provide you with Marketplace Services (for the avoidance of doubt, a Marketplace Vendor may belong to one or more categories).
+    8. **EU Data and BR Data.** In relation to EU Data and/or BR Data (as applicable), you acknowledge that (i) Amazon is not responsible for collecting consent or imposing restrictions on the collection, use, transfer, or other processing of EU Data and/or BR Data (as applicable) by Marketplace Vendors, (ii) it is your sole responsibility to put in place any legally required contractual terms, including standard contractual clauses, related to the transfer of EU Data and/or BR Data (as applicable) to Marketplace Vendors, and (iii) it is your sole responsibility to publish or otherwise provide any legally required information to end users about the processing of EU Data and/or BR Data (as applicable) by your chosen Marketplace Vendors. You agree to the [Vendor Data Terms](https://ams.amazon.com/webpublisher/apsmanaged/apsprogrampolicy.html#4)  with respect to the relevant categor(ies) of Marketplace Vendors that you have engaged to provide you with Marketplace Services (for the avoidance of doubt, a Marketplace Vendor may belong to one or more categories). Notwithstanding the foregoing in this Section 8, if Amazon receives EU Data and/or BR Data (as applicable) as part of other APS programs (e.g., Amazon Demand Program), any data processor terms in the Vendor Data Terms do not extend to those other programs.
 
-    9. **Provisions Regarding U.S. State Privacy Laws.** To the extent that we process any Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws) in order to enable your receipt of the Marketplace Services from Marketplace Vendors, the Parties acknowledge and agree that Amazon acts as your service provider or processor (as defined by applicable U.S. State Privacy Laws) for such processing. Solely in the context of enabling your receipt of Marketplace Services from Marketplace Vendors, Amazon will not: (i) sell or share (as defined by the CCPA) such Personal Information; or (ii) retain, use, or disclose such Personal Information or Personal Data for any purpose other than: (x) to enable Your Marketplace Services, (y) for reporting to you (or, as applicable, to Marketplace Vendors), and (z) other purposes permitted under the U.S. State Privacy Laws. Notwithstanding the foregoing in this Section 9, if Amazon receives EU Data, BR Data, Personal Information or Personal Data as part of other APS programs (e.g., Amazon Demand Program), any DPA and service provider terms hereunder do not extend to those other programs. It is your sole responsibility to insert the U.S. State Privacy Laws terms that you deem appropriate in the Marketplace Vendor Direct Agreements and to ensure that your receipt of Marketplace Services from Marketplace Vendors complies with the U.S. State Privacy Laws.  For the avoidance of doubt, your use of any standard agreement provided to you by Amazon to enter into with Marketplace Vendors does not relieve you of such responsibility. This section applies solely to the extent that the U.S. State Privacy Laws apply.
+    9. **Provisions Regarding U.S. State Privacy Laws.** To the extent that we make any Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws) available to Marketplace Vendors in order to enable your receipt of the Marketplace Services from Marketplace Vendors, you hereby agree to the DPA available [here](https://ams.amazon.com/webpublisher/apsmanaged/us_state_privacy_laws_addendum.html), which is incorporated by reference herein. You hereby instruct A9.com, Inc. to process Customer Personal Data, as defined by, and in accordance with, the terms and conditions set forth in the DPA and this Section. References to Customer Personal Data in the DPA will mean the Personal Information or Personal Data (as such terms are defined in applicable U.S. State Privacy Laws) in bid requests that you instruct us to make available to Marketplace Vendors. Notwithstanding the foregoing in this Section 9, if Amazon receives Personal Information or Personal Data as part of other APS programs (e.g., Amazon Demand Program), any DPA and service provider terms hereunder do not extend to those other programs. It is your sole responsibility to insert the U.S. State Privacy Laws terms that you deem appropriate in the Marketplace Vendor Direct Agreements and to ensure that your receipt of Marketplace Services from Marketplace Vendors complies with the U.S. State Privacy Laws.  For the avoidance of doubt, your use of any standard agreement provided to you by Amazon to enter into with Marketplace Vendors does not relieve you of such responsibility. This section applies solely to the extent that the U.S. State Privacy Laws apply.
 
 8. **THE APS BETA PROGRAM SPECIFIC TERMS**