Amazon's New Terms of Service Explained Paragraph 4: Private Label Sellers
Summary
TLDRThe 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
📜 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.
🚨 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.
Mindmap
Keywords
💡Business Solutions Agreement (BSA)
💡Intellectual Property Rights
💡Royalty-free
💡Waiving rights
💡Arbitration
💡Hijacker
💡Trademark
💡Copyright material
💡Affiliates
💡Referential use
💡Amazon Associated Properties
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
5.0 / 5 (0 votes)