Operating Agreement

Updated: 17 August 2006.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Amazon Services, LLC Associates Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Amazon Services, LLC or any of our affiliate companies, as the case may be, and "you" means the applicant. "Amazon.com Site" means the site that has its primary home page identified by the URL www.amazon.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the Amazon.com Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our Affiliates (defined below), on our behalf.

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via the Amazon.com Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the Amazon.com Site, to provide on your site one or more of the following types of links to the Amazon.com Site:
Product Links: You may select one or more Products to list on your site. A "Product" is any product listed on the Amazon.com Site that is fulfilled by us or on our behalf, or any product sold by a third party seller on the Amazon.com Site other than: (a) products sold through our "Auctions" and "zShops" services (or any successors thereto); (b) products sold by Circuit City, Crabtree & Evelyn, Elisabeth, Godiva, Lands' End, Liz Claiborne, Lucky Brand Jeans, Nordstrom, or Sephora ("Excluded Merchants"); (c) products sold by a third party through a site linked to from the Amazon.com Site (e.g. CarsDirect.com products); and (d) any wireless service plan offered through the Amazon.com Site and not sold and fulfilled by us. In addition, for purposes of this Agreement, Products will not include any digital products or services sold through the Amazon.com Site other than those digital products or services sold under the names “Amazon Shorts”, “eBooks” and “eDocs”. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding Amazon.com Site online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. You may not use Special Links to link to the Amazon.com Site from references to products on your site that are not "Products" as defined above.
Search Box Link: You may provide an Amazon.com Site search box on your site that will permit your site visitors to link directly to a page on the Amazon.com Site that contains the results of their search queries. We will provide you with technical specifications describing how to include an Amazon.com Site search box on your site.
General Link to Amazon.com Site Home Page: You may provide a general link on your site to the home page of the Amazon.com Site.
Amazon Recommends Link: If your site qualifies (as determined by us in our sole discretion), you may place an Amazon Recommends link on your site to enable Amazon Services to serve recommended content based on your site's specialty or sales history directly to visitors to your site.
Cart Link: In conjunction with Product Links on your site, you may provide a link that, when clicked, will allow visitors of your site to add products to their Shopping Cart and/or purchase products via our 1-Click feature. We will provide you with technical specifications describing how to include a Cart Link on your site. If you choose to provide a graphical Cart Link, you agree that you will use the graphical artwork we serve or otherwise provide to you only to identify the Cart Link. If you choose to provide a text-only Cart Link, you agree that the text of the link will read "Buy from Amazon.com" and will include no other or different text unless otherwise specified by us.
Easy Link: You may provide an "Easy Link" on your site, which is a Special Link through which we may serve content as we deem appropriate. If you choose to provide a graphical Easy Link, you agree you will use the graphical artwork we serve or otherwise provide to you only to identify the Easy Link. If you choose to provide a text-only Easy Link, you agree you will not alter the text we serve or otherwise provide to you to identify the Easy Link.
Search Results Link: You may provide a link on your site that will link to a particular search result on the Amazon.com Site, the parameters of which will be determined by you based on search generating alternatives we make available to you.
Any Page Link: You may provide a link on your site that will link to any particular page on the Amazon.com Site, provided that you properly use the special link formats provided on the Amazon.com Site as part of the Program to create such link.

aStore by Amazon Link: You may provide a link on your site that links to a special Product detail page generated through your use of the “aStore by Amazon” tool.

Omakase Link: If your site qualifies (as determined by us in our sole discretion), you may provide an Omakase Link on your site to enable Amazon Services to serve content directly to visitors of your site that may be contextually relevant to the applicable page of your site on which the Omakase Link is displayed. You must ensure that any “Privacy Information” link or Amazon trademark (either in logo or text form) that we include in the Omakase Link is not obscured in any way or made invisible to visitors of your site. Any failure to comply with this requirement to maintain the prominence of the Privacy Information link and Amazon trademark may result in our terminating your participation in the Program.

We will provide you with guidelines and graphical artwork to use in linking to the Amazon.com Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the Amazon.com Site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on a Quick-Click link is deemed a part of the Amazon.com Site, and any Quick-Click link is deemed a link between your site and the Amazon.com Site). You must ensure that each of the links between your site and the Amazon.com Site properly utilizes such special link formats. Links to the Amazon.com Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on the Amazon.com Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Associates Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Amazon.com Site.
Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Amazon.com domain name.
You also acknowledge that we (and our corporate affiliates, such as Alexa Internet, Inc.) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Amazon.com Site; (b) use any data, images, text, or other information obtained by you from us or the Amazon.com Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (d) not modify or alter any Content that consists of a graphic image, other than to resize it; (e) not edit any Content that consists of text, other than to shorten its length; (f) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than the Amazon.com Site; and (h) promptly delete any Content that is no longer displayed on the Amazon.com Site or that we notify you is no longer available for your use.
3. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the Amazon.com Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the Amazon.com Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to the Amazon.com Site, and add the Product to his or her shopping cart or purchase the Product via our 1-Click feature during a session. The session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through, (b) the customer orders the Product, or (c) the customer follows a third party's Special Link. We will only pay referral fees on eligible Products after order, payment and shipping have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the Amazon.com Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the Amazon.com Site are not properly formatted.
We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart or are purchased via our 1-Click feature after the customer has reentered the Amazon.com Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the Amazon.com Site. In addition, gift certificates are not eligible to earn referral fees.
You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products."
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the Amazon.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the Amazon.com Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Amazon.com Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Amazon.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Amazon.com Site or otherwise around or in conjunction with the display of the Amazon.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Amazon.com Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the Amazon.com Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "amazon" or variations thereof (for example "ammazon", "amaozn", etc.) ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Fee Schedule
During each calendar quarter, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with either the "Classic Fee Structure" described under "Option 1" below or the Performance Fee Structure described under "Option 2" below. You may choose to participate in either the Classic Fee Structure or the Performance Fee Structure (and may modify that choice) at any time during the applicable calendar quarter by communicating your choice to us via the signup page located at associates/network/payments/main.html. The quarterly deadline for choosing a fee structure, however, is 11:59 PM on the last day of that quarter, and you will earn (subject to the other terms of this Agreement) referral fees for the entire quarter in accordance with the most recent referral fee structure that you have chosen by the deadline. If you are a new Associate, you will automatically be enrolled in the Performance Fee Structure unless you make an affirmative election to participate in the Classic Fee Structure by the first quarter deadline. The referral fee structure under which you are enrolled during any calendar quarter will apply to the following calendar quarter, unless you thereafter change your enrollment in accordance with the above.
Option 1: Classic Fee Structure.
Subject to the other terms of this Agreement, you will earn 4% of "Qualifying Revenues" (revenues derived by us from sales of Qualifying Product units sold during sessions initiated through Special Links on your site, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, credit card processing fees, returns and bad debt).
Notwithstanding the foregoing, referral fees for all Qualifying Product units that are personal computers (including without limitation desktops, laptops and notebooks) are limited to a maximum of $25 per unit, regardless of the Qualifying Revenues derived from the sale of any such unit. The classification of any Qualifying Products unit as a personal computer will be determined by us in our sole discretion.
Option 2: Performance Fee Structure.
Subject to the other terms of this Agreement, you will earn the percentage of Qualifying Revenues set forth in the table below that corresponds to the number and category (i.e., CE Products or Non-CE Products) of such Qualifying Product units sold during sessions initiated through Special Links on your site. A "CE Product" is a Qualifying Product that is offered for sale in the "Electronics", "Audio & Video", or "Camera & Photo" sections of the Amazon.com Site. A "Non-CE Product" is any Qualifying Product other than a CE Product. The classification of any Qualifying Product as a CE Product will be determined by us in our sole discretion.
The total number of Qualifying Product units sold in a calendar quarter will be used to determine your "Tier" level in the table above, regardless of whether such Qualifying Product units are CE Products or Non-CE Products. For example, if 20 Non-CE Product units and 25 CE Product units were sold in a quarter, the total number of Qualifying Product units would be 45, and the Tier 2 level would be used to determine your referral fee rate. In this example, a referral fee rate of 6.00% would apply to Qualifying Revenues from the 20 Non-CE Products and a referral fee rate of 4.00% would apply to Qualifying Revenues from the 25 CE Products.

Once a higher referral fee is achieved within the calendar quarter, the higher referral fee rate will apply to all Qualifying Revenues earned from Qualifying Product units sold by us during sessions initiated through Special Links on your site during that calendar quarter, including units sold before the new tier was reached.

6. Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will either (a) send you a check for the referral fees earned, (b) send you a gift certificate good for purchase of Products through the Amazon.com Site, subject to our standard terms or conditions, or (c) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number and the primary account holder name as it appears on the bank account). If you select payment via Amazon.com Site gift certificate or direct deposit, we will accrue and withhold referral fees until the total amount due is at least $10.00. If you select payment via check, we will accrue and withhold referral fees until the total amount due is at least $100.00. Please note that commencing January 1, 2003, if your billing address is a US address and you select payment via check, we will deduct a processing fee in the amount of $8.00 from the referral fees payable to you for each check we send after April 1, 2003 (this charge does not apply to those with non-US billing addresses because Direct Deposit is not available to them). No processing fee will be deducted if you select payment via Amazon.com Site gift certificate or direct deposit. Commencing April 1, 2006, if you have not earned any referral fees in the three years prior to any given calendar quarter, then we reserve the right to charge you on the first day of such calendar quarter an account maintenance fee in an amount up to $10 per year. The account maintenance fee charged will be deducted from your unpaid accrued referral fees, and will be equal to the lesser of $10 or the amount of unpaid accrued referral fees in your account. We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, your site may only show prices when we serve those prices through our "Amazon Recommends" Service or our "Amazon Web Services". In addition, if you choose to display prices for any Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than the Amazon.com Site, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the Product is available on the Amazon.com Site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
8. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Amazon" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
11. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
12. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Amazon.com Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Amazon.com Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE AMAZON.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
16. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Amazon.com Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
17. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
18. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Seattle, Washington, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Washington (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
19. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Washington, without reference to rules governing choice of laws. 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 the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.