Amazon's New Terms of Service Explained Paragraph 4: Private Label Sellers

Summary

The video discusses the changes in Amazon's Business Solutions Agreement (BSA), particularly focusing on paragraph four which deals with licenses and intellectual property rights. The updated agreement modifies the language regarding the perpetual and irrevocable rights granted to Amazon, raising concerns about sellers' control over their materials, trademarks, and copyrights. The video highlights potential issues with the agreement, including Amazon's expanded rights to use sellers' intellectual property across its platforms and affiliated businesses, and suggests that sellers should be aware of these changes to protect their interests.

Takeaways

• 📜 The new Amazon Business Solutions Agreement (BSA) involves significant changes to sellers' contracts, particularly regarding intellectual property rights.
• 🔍 Paragraph four of the BSA focuses on licenses and intellectual property rights, which used to grant Amazon perpetual and irrevocable rights but now has been modified.
• 📝 Sellers are required to waive their rights to Amazon for the duration of their ownership of the original and derivative intellectual property rights, but it doesn't pass on to heirs.
• 🚫 Amazon has removed language that allowed them to reproduce, perform, display, and other rights, but has added more control over sellers' materials.
• 💭 The term 'materials' is broadened to potentially include trademarks, logos, copyrights, and licenses, which could impact private label sellers and their unique product differentiation.
• ⚖️ The BSA contains contradictions, stating that sellers can request removal of their products or intellectual property rights, but also asserts Amazon's right to use the materials without consent.
• 🔗 Referential use under trademark law is included, which typically allows third parties to use trademarks for commentary or educational purposes, but Amazon's retail role blurs this line.
• 🌐 Amazon's rights extend to all associated properties and affiliates, encompassing a wide range of current and future Amazon-owned businesses and advertising spaces.
• 🤝 The changes may lead to Amazon hijacking listings and selling counterfeit products, and sellers need to be aware of their rights and potential leverages against such actions.
• 📚 Education on the BSA provisions is crucial for sellers to make informed business decisions and to know how to argue their case if they face issues with Amazon.

Q & A

What is the primary focus of the video?

The primary focus of the video is to discuss the changes in the Business Solutions Agreement (BSA) with Amazon, particularly paragraph four, and its implications for sellers regarding licenses and intellectual property rights.

Who is the speaker in the video?

The speaker in the video is CJ Rosenbaum, the founding partner of the firm.

What does the video claim about the awareness of the BSA among Amazon sellers?

The video claims that many Amazon sellers are not aware of the existence of the Business Solutions Agreement, which is their contract with Amazon.

How has the language regarding the perpetual and irrevocable rights in the BSA changed?

The language has changed from 'perpetual and irrevocable' to a waiver of rights for the duration of the seller's original and derivative intellectual property rights, which means the rights are waived only for as long as the seller owns them.

What concerns does the speaker express about the updated provisions related to the seller's materials?

The speaker expresses concerns that the updated provisions may include the seller's copyright materials and licenses, which could potentially allow Amazon to act as a hijacker on the seller's product.

What is the significance of the removal of certain language related to Amazon's reproduction and performance rights?

The removal of this language indicates a shift in the agreement, potentially giving Amazon more control over the seller's intellectual property rights and the ability to use them without the seller's consent.

How does the speaker describe the internal consistency of the paragraph discussing intellectual property rights?

The speaker describes the paragraph as internally inconsistent, as it allows the seller to request the removal of their materials but also states that Amazon can use the materials without the seller's consent.

What does the term 'referential use' in trademark law typically refer to?

Referential use in trademark law typically refers to the use of a trademark in commentary, news programs, or instructional guides, where the trademark is used to describe or discuss the product rather than to claim ownership or endorsement.

What does the speaker suggest about the potential challenges to the new provisions in the BSA?

The speaker suggests that the new provisions may not stand and that they will challenge them in arbitrations, as they believe the provisions broaden Amazon's rights at the expense of the sellers.

What advice does the speaker give to Amazon sellers regarding the BSA?

The speaker advises Amazon sellers to educate themselves on the provisions of the new BSA, to understand their rights and the potential discrepancies, and to know where their leverages are in case they have a problem with Amazon.

Outlines

00:00

📜 Changes in the Business Solutions Agreement - Impact on Sellers

This paragraph discusses the updates in the Business Solutions Agreement (BSA) between sellers and Amazon, highlighting the implications of these changes. The speaker, CJ Rosenbaum, explains that the BSA is the actual contract many sellers are not aware of, and it governs how Amazon can impose changes on sellers. The focus is on paragraph four, which deals with licenses and intellectual property rights. The changes include the removal of the 'perpetual and irrevocable' clause, which previously granted Amazon indefinite rights to use sellers' intellectual property. However, the new language still waives sellers' rights to Amazon for the duration of their ownership of the intellectual property. The speaker expresses concern that the updated agreement may broaden Amazon's rights to use sellers' materials, potentially including copyrights and licenses, which could lead to issues like hijacking of listings. The paragraph ends with a call to action for sellers to understand their contract and be prepared to challenge unfair provisions through arbitration.

05:01

🚨 Broadened Use of Intellectual Property by Amazon - Concerns for Sellers

The second paragraph delves deeper into the implications of the updated BSA, particularly how it affects the use of sellers' intellectual property by Amazon. It explains that the new agreement allows Amazon to use sellers' trademarks, licenses, and copyrights across all Amazon associate properties, both on and off Amazon sites. The speaker points out the addition of 'referential use' under trademark law, which typically allows for the use of a trademark in commentary, news programs, or guides, but raises concerns that Amazon, as a retailer, is now given the ability to act like a review company or news outlet, using trademarks without permission. The paragraph also addresses the contradictions within the agreement, where Amazon can both comply with a seller's request to remove their products and simultaneously retain the right to use the seller's materials indefinitely. The speaker emphasizes the importance of sellers understanding these changes and being prepared to fight against potential misuse of their intellectual property by Amazon.

Keywords

💡Business Solutions Agreement (BSA)

The Business Solutions Agreement is the contractual agreement between sellers and Amazon, which governs the terms of their business relationship. In the video, the BSA is discussed in the context of recent changes that may impact sellers, highlighting the importance of understanding the terms one agrees to when selling on Amazon.

💡Intellectual Property Rights

Intellectual Property Rights refer to the legal rights that protect creations of the mind, such as inventions, literary and artistic works, designs, and symbols, names, and images used in commerce. In the video, the discussion revolves around the changes in the BSA that affect sellers' intellectual property rights, particularly how Amazon can use these rights.

💡Royalty-free

Royalty-free implies that a creator can use a product or service without paying ongoing fees or royalties to the creator of that product or service. In the context of the video, it is mentioned that sellers grant Amazon a royalty-free, non-exclusive worldwide license to their intellectual property, which means Amazon can use the seller's property without having to pay the seller for it.

💡Waiving rights

Waiving rights means voluntarily giving up certain legal rights one possesses. In the video, it is discussed that sellers are waiving their rights to Amazon for the duration of their ownership of the original and derivative intellectual property rights, which could potentially impact their control over their own creations.

💡Arbitration

Arbitration is a legal process where parties involved in a dispute agree to have an impartial third party, or arbitrator, make a decision after hearing arguments from both sides. In the video, the speaker mentions the intention to challenge the new provisions of the BSA through arbitration, indicating a potential dispute over the terms of the agreement.

💡Hijacker

In the context of e-commerce, a hijacker is someone who takes over a product listing on an online marketplace, often by selling counterfeit or slightly altered versions of the original product. The video discusses the concern that the new BSA provisions might give Amazon the ability to act as a hijacker on sellers' products.

💡Trademark

A trademark is a recognizable sign, design, or expression that identifies products or services of a particular source from those of others. In the video, the discussion about Amazon's changes to the BSA includes the potential impact on sellers' trademarks, and how these changes might allow Amazon to use sellers' trademarks without permission.

💡Copyright material

Copyright material refers to any original work that is protected by copyright law, which gives the creator exclusive rights to its use and distribution. The video highlights the concern that the new BSA provisions might require sellers to give up their copyright protections, allowing Amazon to use their copyrighted materials without restriction.

💡Affiliates

Affiliates are entities that are associated or connected with a company, either through direct or indirect control, or through shared ownership or control. In the video, it is explained that the BSA allows Amazon and its affiliates to use sellers' intellectual property, which could potentially include a wide range of businesses and platforms associated with Amazon.

💡Referential use

Referential use, in trademark law, refers to the practice of using a trademark in a descriptive or informative manner, rather than as a claim of ownership or to cause confusion. The video discusses how the BSA includes provisions for referential use, which could allow Amazon to use sellers' trademarks in ways that are typically protected, such as in reviews or news articles.

💡Amazon Associated Properties

Amazon Associated Properties are defined as any websites, online services, or features that are not Amazon sites but through which Amazon's products or services are offered, merchandised, advertised, or described. The video emphasizes the broad scope of this definition and how it could extend Amazon's rights to use sellers' intellectual property across a wide range of platforms and contexts.

Highlights

The discussion is about the new business solutions agreement, which is the contract between Amazon and its sellers.

Many sellers are not aware of the existence of the business solutions agreement.

The agreement has undergone changes, with some parts being beneficial and others detrimental to sellers.

Paragraph four of the agreement deals with licenses and intellectual property rights.

The language in the agreement has shifted from 'perpetual and irrevocable' to a more seller-friendly term.

Sellers are waiving their rights to Amazon for the duration of their original and derivative intellectual property rights.

Amazon has removed language that allowed them to reproduce, perform, display, and other rights, but added more extensive rights over the sellers' materials.

The agreement now potentially includes the rights to the sellers' copyright materials and licenses.

There is a contradiction in the agreement regarding Amazon's right to use the sellers' materials without consent, even if they request removal.

The agreement allows Amazon to use the sellers' trademarks and copyrights on all Amazon associate properties.

The definition of 'affiliate' in the agreement is broad, potentially including all businesses Amazon is involved in, past, present, and future.

Amazon's ability to use the sellers' intellectual property rights is expanded to include referential use under trademark law.

The changes in the agreement may not stand, and there is a plan to challenge them in arbitration.

Sellers need to be aware of these provisions to protect themselves and their listings from potential hijacking or counterfeiting by Amazon.

The video series aims to educate sellers about their contract with Amazon, empowering them to make informed business decisions and know their rights.

The updates to the business solutions agreement are significant and require sellers to understand their rights and the potential impact on their business.

Transcripts

[Music]

you

thank you very much for joining me again

as we go through the new business

solutions agreement your contract with

Amazon my name is CJ Rosenbaum when the

founding partners of the firm here and

we're going paragraph by paragraph by

paragraph to update sellers as to what

your new agreement is that Amazon is

opposing upon you the good parts the bad

parts parts that are good for sellers

and there's a significant amount of

stuffie that's really really bad for

sellers so I'm going to discuss

paragraph four of the business solutions

agreement and if you haven't watched any

of these videos before the business

solutions agreement is your contract

with Amazon many sellers effect most

sellers don't even know the contract

exists you refer to the participation

agreement of the Terms of Service but

this contract the business solutions

agreement which used to be hidden in the

definition section when many of you

signed up for Amazon is your contract

with Amazon and part of that contract is

that whatever changes Amazon imposes

upon you you are not only subject to but

responsible for knowing okay so

paragraph four has to deal with licenses

and intellectual property rights and it

reads you grant us a royalty-free

non-exclusive worldwide okay then it

used to say perpetual and irrevocable

meaning forever and you can never

realize ins the perpetual and the

irrevocable language has been crossed

out what's been added instead is that

you're waiving your rights to Amazon

here's here's the quote for the duration

of your original and derivative

intellectual property rights so it's

basically the same thing okay it doesn't

seem to include your air so if you die

and it passes to your children or to

your grandchildren then they will own it

instead of Amazon that would have been

irrevocable and perpetual but that

language has changed a little bit in

favor of sellers but not really because

you're waiving absolutely everything for

as long as you own it it doesn't

indicate what happens if you sell it at

least not yet now Amazon then crossed

out a bunch of language that they can

reproduce and perform and display and

all this other stuff

and what they change though to take back

more than they gave to you is they

remove the intellectual property rights

in your mark and they changed it you

open quote your materials now to me that

makes me fearful that your materials

would include not just like your

trademark and your logo but things that

you would not normally transfer to

anybody else your copyright material

many products you can include written

material that has copyright protection

that other people or companies can sell

but if that's part of open court your

materials which I think it would be your

then giving that to Amazon as well

also included in quote-unquote your

materials would be licenses like if you

remember the days when used to buy

software on CDs you weren't actually

buying the CD you were buying a license

to use that software so if that license

is part of your materials that

differentiates what you deliver as a

private label seller versus what a

hijacker might deliver you're giving

Amazon the contractual ability to be a

hijacker on your product so I'm not so

sure of this provisions going to stand

we are certainly going to challenge it

at arbitrations but you got to know

what's out there you have to know what

your contract is with Amazon and this

major change from your rights to your

materials just broadens what Amazon can

do the information it also allows Amazon

to rightfully because you're signing

over the the rights to it to go around

you buy your products from your own

manufacturer for example or from your

authorized retailers or use Amazon

vendors to get your products which may

be real or may be counterfeit and then

basically take over your listing

indefinitely because as long as you own

the rights you're now allowing Amazon to

sell your products and use your

materials it also has certain

contradictions in it okay in one portion

of the paragraph it says that Amazon

will comply with your request to remove

your products or your intellectual

property rights it crossed out

trademarks and again put in the word

materials but later on in that same

paragraph even in

at same sentence it says nothing in this

agreement will prevent or impair our

right amazon's right to use your

materials without your consent

so this paragraph is is is what we call

internally inconsistent it says you can

pull out but then it says amazon can use

your products basically forever it also

includes something that's interesting

it includes referential use under

trademark law

now that's legalese referential use of

trademark usually pertains to using your

trademark in commentary or a news

program or like a sort of how-to guide

like how to use this fantastic Sony

camera somebody else could give me

instructions and use Sony in it and

that'd be a referential use or I can

write an article reviewing the Sony

camera and that would be a referential

use of their trademark Amazon is not

that beast Amazon is a retailer and what

they're doing in this paragraph is

adding that they are de-facto they are

in fact able to act like a review

company or a news article and use your

trademarks without your permission

so this paragraph the changes are

significant it also allows Amazon to use

all of your marks and your licenses and

your copyright on all of Amazon

associate properties and it uses the

word affiliates so in any contract you

need to go back and look the definitions

and affiliate means this is what amazon

puts 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

so to me it means all the different

businesses that Amazon is involved in

and all of the different businesses

Amazon may go into in the future it's

also reinforced by Amazon's definition

of its term Amazon associated properties

and Amazon says that means any website

or other online point of presence mogul

application service or feature other

than an Amazon site through which any

is on site or products or services

available on any of them are syndicated

offered merchandised advertised or

described so that's a really broad

definition of how Amazon can use your

intellectual property rights and

anything included with your materials it

means their sites on Amazon off Amazon

Amazon sites around the world

whoot any other businesses Amazon buys

any other businesses Amazon owns it

seems to also include any place else

where Amazon advertises so this is a big

change this is a broadening of Amazon's

rights against you to take what is yours

I don't think this provision is going to

stand and if Amazon has hijacked your

listing if Amazon is selling counterfeit

products of yours and it obtains through

its vendors you need to know about this

provision you need to know how to fight

it you need to know where your leverages

and that's what I'm trying to do by

bringing you the provisions of the new

BSA agreement educate you so you can

make good business decisions and know

what you can argue if you should have a

problem with Amazon okay if you've

learned anything from this video please

like it please share it and please find

the time to watch this entire series of

videos you need to know in your

agreement with Amazon is this is it you

need to know what your rights are you

need to know where the discrepancies are

you need to know what portions of the

contract can be used in your benefit

should you have a problem at Amazon so

please keep watching this update to the

business solutions agreement your

contract with Amazon