Amazon Multi-Channel Fulfillment Customer Agreement
Dated: November 4, 2024
This Amazon Multi-Channel Fulfillment Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between you or the entity you represent (“you,” or “your”) and Amazon.com Services, LLC and any of its applicable Affiliates (also referred to as “Amazon,” “we,” “us,” or “our”). This Agreement takes effect when you click the “Register” button on Our Site (“Effective Date”). By registering for or using the Services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Service Terms. Capitalized terms have the meanings given to them in this Agreement.
1. Use of the Services
1.1 Generally. You may access and use the Services in accordance with this Agreement. You will comply with the terms of this Agreement and all Laws applicable to your use of the Services. We retain the right to immediately suspend services or refuse to fulfill any order for any unlawful items, or any items otherwise prohibited by the Service Terms. We may change or discontinue all or any part of the Services for any reason without notice, except to the extent notice is required by applicable Law.
1.2 Your Account. To access the Services, you must have an account associated with a valid e-mail address and a valid form of payment. Any personal data you provide to us will be handled in accordance with the Privacy Notice. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
2. Fees and Payments
2.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without set-off or counterclaim, and without any deduction or withholding. Fees and charges are effective when fees and charges are provided to you or posted on Our Site, unless we otherwise state in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
2.2 Taxes. Each party will be responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions to these fees and charges) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable Law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by Law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
3. Term and Termination
3.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated pursuant to this Agreement.
3.2 Termination.
(a) Termination for Convenience. You may at any time terminate your account or this Agreement immediately on notice to us via Our Site, email, the Contact Us form, or similar means. We may terminate your account or this Agreement for convenience with 30 days’ advance notice.
(b) Termination for Cause. We may suspend or terminate your account or this Agreement immediately if we determine that: (a) your Account(s) has been, or our controls identify that it may be used for, deceptive or fraudulent, or illegal activity; (b) your use of the Services has harmed, or our controls identify that it might harm, other merchants, shoppers, or our legitimate interests; (c) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; or (d) if we are required to do so by law.
3.3 Effect of Termination. On termination of this Agreement, all related rights and obligations under this Agreement 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 2, 3, 4, 5, 6, 7, 8, and 12 survive and the Service Terms survive as set forth in Section A-13 of such terms.
4. Licenses.
(a) As between the parties, we, our Affiliates or our licensors own all right, title and interest in and to the Services. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. You agree you will not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; or (iii) resell or sublicense the Services.
(b) Except as provided in this Section 4, we obtain no rights under this Agreement from you (or your licensors) to Your Materials. You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Services, and to sublicense the foregoing rights to our affiliates; provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size your Trademarks to the extent necessary for presentation, so long as the relative proportions of such your Trademarks remain the same); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable Law (e.g., fair use under United States copyright law, fair use under trademark law, or valid license from a third party). Additionally, nothing in this Agreement will limit any rights to Your Materials granted to us under the Policies or under other agreements between the parties.
5. Representation and Warranties; Warranty Disclaimers.
5.1 Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement, (b) the execution and delivery of this Agreement has been duly authorized, (c) it will comply with all applicable laws, rules, regulations and ordinances in the performance of this Agreement (and, in the case of you, the use of the Services), and (d) its performance hereunder does not breach any other agreement to which it is bound.
5.2 Warranty Disclaimers. THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE SERVICES AND YOUR ACCOUNT AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
6. Indemnification.
6.1 Your Indemnification Obligations. You will defend, indemnify, and hold harmless us, and each of their officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment (except to the extent attributable to your use of the Services), refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
6.2 Our Indemnification Obligations. We will defend, indemnify and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) our non-compliance with applicable Laws; or (b) allegations that the Services infringe or misappropriate that third party claimant’s Intellectual Property Rights.
6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. In no event will you agree to any settlement of any claim or entry of any judgment or enter that involves any commitment without our prior written consent, which may not be unreasonably withheld; except that you may settle any claim that is exclusively directed at and exclusively affects you.
6.4 Third Party Claims. BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN YOU AND THIRD-PARTIES, IF A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE THIRD PARTIES, EACH PARTY RELEASES US (AND OUR AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
7. Limitations of Liability. WE WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO US IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
8. Insurance. You will maintain at your expense throughout the Term commercial general, and product liability insurance with insurance Limits per occurrence of at least one million United States dollars ($1,000,000) and covering liabilities caused by or occurring in conjunction with your product and operation of your business, including commercial general liability, products, products/completed operations and bodily injury, with policy(ies) naming Amazon and its assignees as additional insureds. Such insurance will be primary to any insurance coverage maintained by Amazon, without rights of subrogation. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.
9. Notice. We will provide notice to you under this Agreement by posting a notice on Our Site, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Amazon to our Selling Partner Support team via Supply Chain Portal, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information on Our Site, as applicable. You will ensure that all of your information is up to date and accurate at all times.
10. Modifications.
10.1 We will provide at least 15 days’ advance notice in accordance with Section 9 for changes to the Agreement.
10.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 9.
10.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 10 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
11. Password Security. Any password we provide to you may be used only during the Term to use the Services. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
12. Miscellaneous
12.1 Independent Contractors. The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between the parties. Nothing expressed or mentioned in or implied in this Agreement is intended or will be construed to give any person other than parties to this Agreement any legal or equitable rights, remedy, or claim under or in respect to this Agreement. You are solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement that would contradict anything in this section.
12.2 Governing Law; Venue. The laws of the State of Washington, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) either party may elect to proceed in a small claims court that is a Governing Court if your claims qualify; and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent, CSC 300 Deschutes Way SW, Suite 208 MC-CSC1, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs the payment of all filing, administration and arbitrator fees. The underlying award in the arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. Amazon and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Amazon and you each waive any right to a jury trial.
12.3 Trade Compliance. You will not directly or indirectly import, export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software, or technology to any country, individual, corporation, organization or entity to which such export re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Department of State, Treasury or Commerce, the European Union, or any other applicable government authority. You represent that it and the entities that own or control you, and the financial institutions used to pay us under this Agreement, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
12.4 Case Studies and Suggestions. If you provide any Case Studies or Suggestions to us or our Affiliates, we and our affiliates will be entitled to use, reproduce, display, distribute, and translate the Case Studies or Suggestions, along with your company name and logo, for marketing purposes on websites operated by Amazon in connection with the Services (including Our Site) and in commercial presentations, without restriction. You hereby irrevocably assign to us all right, title and interest in and to the Case Studies and Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Case Studies and Suggestions. Nothing in this Agreement shall be construed to mean that you are required to provide Case Studies or Suggestions. You represent and warrant that (x) your Case Studies and Suggestions do not violate any rights of any third-party, and are not subject to any license or other terms that grant any rights to our materials to a third-party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge, and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third-party.
12.5 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.
12.6 Force Majeure. We will not be liable for any delay, damage, loss or any failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond our reasonable control, including, without limitation, acts of God, earthquakes, floods, hurricanes, tsunamis, fire, catastrophe, acts of war, civil or military disturbances, acts of terrorism, sabotage, strikes, work stoppages, lockouts, accidents, nuclear catastrophes, epidemics, pandemics (as defined by the World Health Organization) or other medical crisis, sanctions, embargoes, confiscation, seizure, government actions, insurrections, riots, civil commotions and loss of electrical or other sources of power.
12.7 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between the parties regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision: (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document; (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire; or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policies, the terms contained in this document will control, except that the Service Terms will control over this document.
12.8 No Waivers. The failure by a party to enforce any provisions of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers by a party must be provided in accordance with the Notice provisions of Section 9 to be effective.
12.9 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12.10 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
12.11 Language. All communications and notices to be made or given pursuant to this Agreement must be in English. If we provide translations of the English version of this Agreement, the English version of the Agreement will control if there is a conflict.
12.12 Confidentiality and Publicity. You may use Amazon Confidential Information only in connection with your use of the Service as permitted under this Agreement. You will not disclose Amazon Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Amazon Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services.
13. Definitions.
“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity. means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Amazon Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Amazon Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Amazon Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Amazon Confidential Information.
“Case Studies” means written or recorded case studies or testimonials related to the Services.
“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.
“Governing Courts” means the applicable state or Federal court in King County, Washington.
“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.
“Our Site” means https://supplychain.amazon.com/ (and any successor or related site designated by us that references this Agreement), as may be updated by us from time to time.
“Person(s)” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
“Policies” means the Service Terms, the Privacy Notice, and the Program Policy.
“Privacy Notice” means the privacy notice located at http://www.amazon.com/privacy (and any successor or related locations designated by us), as may be updated by us from time to time.
“Program Policy” means all policies and program terms provided on the Program Policy page.
“Service Terms” means the rights and restrictions for particular Services, located at https://supplychain.amazon.com/legal/service-terms (and any successor or related locations designated by us), as may be updated by us from time to time.
“Services” means Multi-Channel Fulfillment, together with any related services and materials we make available.
“Suggestions” means all suggested improvements to the Services that you provide to us.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, APIs, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
“Term” means the term of this Agreement as described in Section 3.1.
“Trademark” means any trademark, service mark, trade dress (including proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
“Your Materials” means all Technology, Trademarks, Content, product information, data, materials, and other items or information provided or made available by you or your Affiliates to us or our Affiliates.
"Your Product" means any product or service that you have fulfilled or otherwise processed through the Services.
“Your Taxes” means any and all taxes and duties, including Indirect Taxes, assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your affiliates or their respective employees, agents, contractors or representatives.