Page 1 Of 3 Confidentiality Agreement (Public Auction: Fill & Download for Free

AMAZON CUSTOMER SERVICE 9679824416**Amazon Services Business Solutions Agreement**Last updated: March 2020**General Terms**Welcome to **Amazon Services Business Solutions**, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA) and Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP) .THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("**YOU**") AND AMAZON SELLER SERVICES PRIVATE LIMITED. 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 AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE AMAZON SITE.As used in this Agreement, "**we,**" "**us,**" and "**Amazon**" means the Amazon company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions) below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.**1. Enrolment**To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Amazon’s Privacy Notice (Amazon.in Privacy Notice).**2. Service Fee Payments**Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the Amazon Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Amazon (with respect to such Amazon Site, "**Your Credit Card**") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Amazon Site, "**Your Bank Account**"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Amazon's option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Amazon shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Amazon concerning whether any amounts are payable or due.If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Amazon Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.**3. Term and Termination**The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Amazon’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) 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 (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15 and 17 of these General Terms survive.**4. Licence**You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Amazon product or service, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable Amazon Site or Services); 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 licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).**5. Representations**Each Party represents and warrantsthat: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.**6. Indemnification**6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "**Claim**") arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by Amazon Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Amazon) or property damage related thereto; or (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) your non-compliance with applicable laws.6.2 Amazon’s indemnification obligations. Amazon 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) Amazon’s non-compliance with applicable laws; or (b) allegations that the operation of an Amazon Site infringes or misappropriates that third party’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. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.**7. Disclaimer**a. THE AMAZON SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE AMAZON SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AMAZON TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON SITE OR 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. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE AMAZON (AND ITS AGENTS, AFFILIATES 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.**8. Limitation of Liability**WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) 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 AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE AND THE AMAZON SITE GIVING RISE TO THE CLAIM.**9. Insurance**If the Sales Proceeds from Your Transactions through the Fulfilment by Amazon Service in connection with the Amazon Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Amazon Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Amazon Site, including products liability and bodily injury, naming Amazon and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the **coverage** to the following address: *Amazon Seller Services Limited, 8th Floor, Brigade World Trade Center, 26/1 Dr. Raj Kumar Road, Malleswaram, Bangalore 560055; *and with a copy to: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.**10. Tax Matters**Your use of Services is subject to Amazon’s Tax Policies (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch). You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner.As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Amazon is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Amazon will deduce the location of recipient, the billing details, place of supply and applicable taxes.If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Amazon will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Amazon.It is your responsibility as a seller on the Amazon Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Amazon Site.For reporting transactions undertaken by you on the Amazon Site, you should consider the Merchant Tax Report (MTR) made available to you on Seller Central.In case of any discrepancy in the reporting / returns filed by you and Amazon, you agree that you will resolve such discrepancy immediately and indemnify Amazon against any tax, interest and penalty payable in this regard.**11. Confidentiality and Personal Data**During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain Amazon's exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Amazon Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).**12. Force Majeure**We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.**13. Relationship of Parties**You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Amazon is not an auctioneer, neither is it an intermediary between the customer and the seller. 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 would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.**14. Suggestions and Other Information**If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Amazon Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.**15. Modification**We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.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 17.Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 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.**16. Password Security**Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. 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.**17. Miscellaneous**This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Amazon. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.You may not transfer or assign all or any portion of 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.Amazon retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.Amazon will provide notice to you under this Agreement by posting changes on Seller Central or on the applicable Amazon Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), 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 Seller Central, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Seller Central Notification Preferences page via Amazon (Amazon) and follow the steps.You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.Please continue to use Seller Central as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.**Definitions**As used in this Agreement, the following terms have the following meanings:**"Affiliate"** means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Amazon, "Affiliate" means solely its Affiliates domiciled in India.**"Amazon Associated Properties"** means any website or other online point of presence, other than the Amazon Site, through which any Amazon Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.**"Amazon Site"** means Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More).**"Business Days"** means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Seattle, Washington, United States of America; Luxembourg; and the Republic of Singapore.**“Confidential Information"** means information relating to us, to the Services or Amazon customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.**"Content"** means copyrightable works and other content protected under applicable Laws.**"Excluded Products"** means any products or other items set forth in the excluded products list for the Amazon Site or any other Amazon Program Policy that applies to your use of a Service, and any other products or other items that in Amazon's sole discretion are not supported for a Service.**"Insurance Limits"** means INR 5,00,00,000**"Insurance Threshold"** means INR 5,00,000**"Intellectual Property Rights"** means any patent, copyright, Trademark, 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(s)"** means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.**"Local Currency"** means Indian Rupees (INR).**"Order Information"** means, with respect to any of Your Products sold through the Amazon Site, the order information and shipping information that we provide or make available to you.**"Person"** means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.**"Program Policies"** means, all policies and program terms provided on the ‘Policies and Agreements’ (Programme Policies) page.**"Purchase Price"** means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).**"Sales Proceeds"** means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.**"Seller Central"** means the online portal and tools made available by Amazon to you, for your use in managing your orders, inventory and presence on the Amazon Site.**"Service"** means each of the following services that Amazon makes available on or in connection with the Amazon Site: the Selling on Amazon Service, Fulfilment by Amazon Service and Amazon Advertising.**"Service Terms"** means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.**"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, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.**"Trademark"** means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.**"Your Account"** means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Amazon may make available to you, for your use in managing your orders, inventory and presence on the Amazon Site.**"Your Materials"** means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Amazon or its Affiliates.**"Your Product"** means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Amazon Service and/or fulfilled or otherwise processed through the Fulfilment by Amazon Service in connection with Your Account, or made available for advertising by you through Amazon Advertising.**"Your Sales Channels"** means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.**"Your Taxes"** means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties 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 your or their respective employees, agents, contractors or representatives. Also, as it is used in the Fulfilment by Amazon Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Amazon or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Amazon; or (b) the fulfilment, shipping, gift wrapping or other actions by Amazon to Your Products pursuant to the Fulfilment by Amazon Service Terms.**"Your Trademarks"** means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.**"Your Transaction"** means any sale of Your Product(s) through the Amazon Site.**Selling on Amazon Service Terms**The Selling on Amazon Service ("**Selling on Amazon**") is a Service that allows you to list products for sale directly via the Amazon Site. Selling on Amazon is operated by Amazon Seller Services Private Limited. These Selling on Amazon Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Amazon. BY REGISTERING FOR OR USING SELLING ON AMAZON, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE SELLING ON AMAZON SERVICE TERMS. Unless defined in these Selling on Amazon Service Terms (including the Selling on Amazon Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions)), all capitalized terms have the meanings given them in the Business Solutions Agreement.**S-1. Your Product Listings and Orders****S-1.1 Products and Product Information.** You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Amazon Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Amazon Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Amazon Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Amazon Site. For each item you list on the Amazon Site, you will provide to us the state or country from which the item ships.**S-1.2 Product Listing; Merchandising; Order Processing.** We will list Your Products for sale on the Amazon Site in the applicable product categories which are supported for third party sellers generally on the Amazon Site on the applicable Selling on Amazon Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the Amazon Associated Properties or any other functions, features, advertising, or programs on or in connection with the Amazon Site). Amazon reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Amazon Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Amazon Site and Amazon may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.**S-1.3 Shipping and Handling Charges.** For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Amazon Site and further subject to any shipping and handling charge Program Policies for the Amazon Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Amazon-Fulfilled Products, Amazon will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Amazon Service Terms.**S-1.4 Credit Card Fraud.** We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.**S-2. Sale and Fulfilment, Refunds and Returns****S-2.1 Sale and Fulfilment.** Other than as described in the Fulfilment by Amazon Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the Amazon Site for which you decide to register or use the Selling on Amazon Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Amazon-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Amazon Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Amazon Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Amazon information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to the storage, fulfilment and delivery of such Amazon-Fulfilled Products.**S-2.2 Returns and Refunds.** For all of Your Products that are not fulfilled using Fulfilment by Amazon, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Amazon Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through Amazon. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by Amazon, the Amazon Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Amazon Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.**S-3. Problems with Your Products****S-3.1 Delivery Errors and Nonconformities; Recalls.** You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under *Section S-1.4*; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.**S-3.2 A-to-z Guarantee and Chargebacks.** If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the Amazon Site, or other dispute, relating to the offer, sale or fulfillment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.**S-4. Compensation**You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Amazon Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "**Selling on Amazon Subscription Fee**" means the fee specified as such on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time such fee is payable. With respect to each of Your Transactions: (x) **"Sales Proceeds"** has the meaning set out in the Business Solutions Agreement; (y) **"Closing Fees"** means the applicable fee, if any, as specified in the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site; and (z) **"Referral Fee"** means the applicable percentage of the Sales Proceeds from Your Transaction through the Amazon Site specified on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time of Your Transaction, based on the categorization by Amazon of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Amazon-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.All taxes or surcharges imposed on fees payable by you to Amazon will be your responsibility.**S-5 Sales Proceeds & Refunds.****S-5.1.Nodal Account.** Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "**Nodal Account**") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 http://DPSS.CO.PD.No (http://DPSS.CO.PD.No).1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("**Reserve**"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.**S-5.2.** Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Amazon Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee."**Eligible Transaction**" means Your Transaction against which the actual shipment date has been confirmed by you."**Designated Day**" means any particular Business Day of the week designated by Amazon on a weekly basis, in its sole discretion, for making remittances to you."**Payment Date**" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction."**Settlement Amount**" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Amazon Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Amazon Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for Amazon Site), if applicable; and (h)tax collected at source under applicable Law.**S-5.3.** In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "**Payment Failure**"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.**S-6. Amazon’s Marketplace, Websites and Services**Amazon has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Amazon Site or the Amazon Associated Properties, and all aspects of each Service, including your use of the same. Amazon may assign any of these rights or delegate any of its responsibilities.**S-7. Tax Matters**In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Amazon in advance in writing.All payments by Amazon to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Amazon will retain, in addition to its net fees together with any applicable taxes that Amazon determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Amazon.You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Amazon shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Amazon will have right to reject the claim if the claimed amount does not match with service fees invoices. Amazon shall maintain the right to recover any excessive claims paid to you.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.**Selling on Amazon Definitions****"Amazon-Fulfilled Products"** means any of Your Products that are fulfilled using the Fulfilment by Amazon Service.**"Amazon Refund Policies"** means the return and refund policies published on the Amazon Site.**"Estimated Ship Date"** means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Amazon Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Amazon designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.**"Refund Administration Fee"** means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.**"Required Product Information"** means, with respect to each of Your Products in connection with the Amazon Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Amazon may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Amazon from time to time); (d) categorization within each Amazon product category and browse structure as prescribed by Amazon from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Amazon published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).**"Seller-Fulfilled Products"** means any of Your Products that are not fulfilled using the Fulfilment by Amazon Service.**"Selling on Amazon Launch Date"** means the date on which we first list one of Your Products for sale on the Amazon Site.**"Shipment Information"** means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.**"Street Date"** means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.**"URL Marks"** means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, http://co.in (http://co.in), http://co.uk (http://co.uk), .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).**"Your Transaction"** is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Amazon only.**Fulfilment by Amazon Service Terms**Fulfilment by Amazon ("**FBA**") provides fulfilment and associated services for Your Products. FBA is operated by Amazon Seller Services Private Limited.These FBA Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE FBA SERVICE TERMS. Unless defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.**F.1. Your Products**Once you are accepted into FBA, you must apply to register each product you sell that you wish to include in the FBA program in connection with the Amazon Site. You may not include any product in the FBA program which is a FBA Excluded Product for the Amazon Site you wish to register Your Product with. We may refuse registration in FBA of any product in connection with the Amazon Site, including on the basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBA in connection with the Amazon Site.**F.2. Product and Shipping Information**You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBA (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.**F.3. Shipping to Amazon****F.3.1.** For the Amazon Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Program Policies for the Amazon Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Units comply with Amazon's labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and Amazon will not pay any shipping costs except as provided in *Section F-3.2*. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfilment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by Amazon will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to *Section F-7*).**F.3.2.** You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) calendar days after we notify you that we are in possession of it. In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.4. Storage**We will provide storage services as described in these FBA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)*. Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. The replacement value is inclusive of any VAT/CST/good and services tax (as applicable) and if the replacement value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to Amazon. In consideration of payment of the replacement value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfilment Centres in accordance with Section 14, and you will comply with any of these restrictions or limitations.**F.5. Fulfilment**We will ship Units from our inventory of Your Products in connection with the Amazon Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.**F.6. Customer Returns****F.6.1.** We will receive and process returns of any Amazon Fulfilment Units in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies for the Amazon Site. Any Sellable Units registered in connection with the Amazon Site that are also Amazon Fulfilment Units and that are properly returned will be placed back into the inventory of Your Products in the FBA Program for the Amazon Site. We may fulfil customer orders for Your Products in connection with the Amazon Site with any Amazon Fulfilment Units returned in connection with the Amazon Site. Except as provided in *Section F-7*, you will retake title of all Units that are returned by customers.**F.6.2.** Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any Amazon Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.4, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable Unit.**F.6.3.** You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.**F.7. Returns to You and Disposal****F.7.1.** You may, at any time, request that Units be returned to you. We may, with notice, return Units to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at Amazon's sole discretion, your designated shipping address within India. If the address we have for you in connection with the Amazon Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal.. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any checkposts.**F.7.2.** You may, at any time, request that we dispose of or destroy Units. In this case, we may dispose of or destroy these Units as appropriate based on the inventory. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Unit, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Unit.**F.7.3.** You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).**F.7.4. Disposal of Unsuitable Units.** In the event any Amazon Fulfilment Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section F.3.2), (a) dispose of or destroy such Unit in case you fail to remove such Unit from our Site Fulfilment Centre within a period of thirty (30) days from the date we notify you that its removal is required, for instance because your use of FBA is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Unit if: (i) we determine that such Unit has no replacement value; (ii) we determine that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.8. Reporting**You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Centres. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.**F.9. Customer Service****F.9.1.** We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to Amazon Fulfilment Units. We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any Amazon Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Program Policies for the applicable Amazon Site). Except as provided in this *Section F-9* regarding any Amazon Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.**F.9.2.** In situations relating to Amazon Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by Amazon as covered under the Program Policies causing such damage or loss we will, at our option for any Amazon Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable replacement value (as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)* for the replacement Unit or (ii) process a refund to the customer and pay you the replacement value for the Unit. Any customer refund will be processed in accordance with the Selling on Amazon Service Terms. Notwithstanding the terms of the Selling on Amazon Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on Amazon Service Terms and these Service Terms, respectively. Except as expressly provided in this *Section F-9.2* you will be responsible for all costs associated with any replacement or return.**F.9.3.** If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to *Section F-7*, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with *Section F-6*. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the Amazon Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.**F.10. Compensation****F.10.1. Fees.** You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBA Fee Schedule for the Amazon Site (https://sellercentral.amazon.in/gp/help/200209150?ref=ag_200209150_cont_G1791&language=en_IN). You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.**F.10.2. Shipping and Gift Wrap.** For any Amazon Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBA Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.**F.10.3. Taxes on Fees Payable to Amazon.** In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:(a) all services provided by Amazon to you are being received by your establishment under your designated VAT / goods and services tax registration number; and(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to Amazon belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Amazon; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by Amazon in case of any changes.Amazon reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize Amazon to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to Amazon upon request. Amazon reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Amazon.All payments by Amazon to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. Amazon will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to Amazon sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, Amazon will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, Amazon shall have the right to utilize the retained amount for discharging its tax liability.Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Amazon and Amazon shall provide necessary support and documentation as may be required by you for discharging your obligations.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.Any taxes applicable in addition to the fee payable to Amazon shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.**F.10.4. Registration of Fulfilment Centres for VAT / CST / goods and services tax:** Amazon understands and agrees that you would be required to register the Site Fulfilment Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall issue a no-objection certificate as required to enable you to register the Site Fulfilment Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified Amazon and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfilment Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while Amazon would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.**F.11. Indemnity**In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.**F.12. Release**You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the "**Releasing Parties**"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Amazon and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "**Released Parties**"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "**Losses**") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.**F.13. Disclaimer**IN ADDITION TO THE DISCLAIMER IN *SECTION 7* OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.**F.14. Effect of Termination**Your termination rights are set out in **Section 3** of this Agreement. Following any termination of the Business Solutions Agreement or these FBA Service Terms in connection with the Amazon Site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the Amazon Site as provided in Section F-7. If you fail to direct us to return or dispose of or destroy the Units within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Units in whole or in part, as provided in Section F-7, and you agree to such action. Upon any termination of these FBA Service Terms in connection with the Amazon Site, all rights and obligations of the parties under these FBA Service Terms with regard to the Amazon Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-11, F-12, F-13 and F-14 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.**F.15. Tax Matters**You understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold Amazon and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these FBA Service Terms and agree to pay any of these over to Amazon promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.**F.16. Additional Representation**In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).**FBA Definitions****"Amazon Fulfilment Units"** means Units fulfilled using FBA that are sold through the Amazon Site. For avoidance of doubt, if you have successfully registered for both FBA and Selling on Amazon for the Amazon Site, then the term "Amazon Fulfilment Units" and the defined term "Amazon-Fulfilled Products" in the Selling on Amazon Service Terms both refer to the same items.**"FBA Excluded Product"** means, with respect to the Amazon Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Program Policies for the Amazon Site (https://sellercentral.amazon.in/gp/help/help.html?itemID=521&ref=ag_521_bred_1801&).**"Sellable Unit"** means a Unit that is not an Unsuitable Unit.**"Seller Agreement"** means the Selling on Amazon Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Amazon) between you and us that permits you to list and sell products via the Amazon Site.**"Shipping Information"** means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.**"Site Fulfilment Centre(s)"** means the fulfilment centre(s) designated or used by Amazon to store and fulfill Units in connection with a particular Amazon Site.**"Unit"** means a unit of Your Product that you deliver to Amazon in connection with the FBA Program in connection with the Amazon Site.**"Unsuitable Unit"** means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with Amazon before shipment or do not match the product that was registered; (c) that is an FBA Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Program Policies); or (d) that Amazon determines is otherwise unsuitable.**Amazon Advertising Service Terms**The Amazon Advertising Service Terms govern your use of Amazon Advertising, a Service that allows you to advertise your products. The Amazon Advertising Service Terms apply to your use of the Ad Services.Your use of the Ad Services (as defined in the Amazon Advertising Agreement) is governed by the Amazon Advertising Agreement. You accept the Amazon Advertising Agreement, which may be updated from time to time by Amazon in accordance with its terms. The Amazon Advertising Agreement is available at Amazon Advertising - Advertising Campaigns (Amazon Advertising - Advertising Campaigns). In the event of any conflict between the General Terms or Program Policies and the Amazon Advertising Agreement with respect to the Ad Services, the Amazon Advertising Agreement will prevail to the extent of the conflict. If the Amazon Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.**Selling Partner API Terms****API-1 Description of the Selling Partner APIs**The “Selling Partner APIs” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access Amazon Transaction Information and your Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop software or a website that interfaces with the Selling Partner APIs or the API Materials (an “Application”), you must register as a Developer.We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner APIs solely for the purpose of supporting your business on Amazon. All terms and conditions applicable to the Selling Partner APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.**API-2 License and Related Requirements****API-2.1 Generally.**We grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner APIs or the API Materials (the “Selling Partner API Specifications”), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner APIs or the API Materials (the “Amazon Network”).**API-2.2 License Restrictions.**You may authorize Developers to access your Materials through the Selling Partner APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner APIs.**API-2.3 No License for Direct Access.**For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner APIs may only be licensed to Developers.**API-2.4 Account Identifiers and Credentials.**You must use the account IDs and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner APIs (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on your behalf. You may only authorize access to Amazon Transaction Information and Your Materials via the Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.**API-2.5 Security of Your Materials.**You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).**API-3 Termination****API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials.**Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and the API Materials may harm our customers.Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the Amazon Network for the purposes of the Selling Partner APIs and the API Materials.**API-4 Modifications to the Selling Partner APIs and the API Materials**We may change or discontinue the Selling Partner APIs or the API Materials (including by changing or removing features or functionality of the Selling Partner APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.**API-5 Disclaimers**THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.

Our boy Trump has spent a lot of time and money in and out of court. The following very long and ongoing list of court cases won and lost, is compliments of Wikipedia:Trump and his businesses have been involved in 3,500 legal cases in U.S. federal courts and state court, an unprecedented number for a U.S. presidential candidate.[1]Of the 3,500 suits, Trump or one of his companies were plaintiffs in 1,900; defendants in 1,450; and bankruptcy, third party, or other in 150.[1]Trump was named in at least 169 suits in federal court.[2]Over 150 other cases were in the Seventeenth Judicial Circuit Court of Florida (covering Broward County, Florida) since 1983.[3]In about 500 cases, judges dismissed plaintiffs' claims against Trump. In hundreds more, cases ended with the available public record unclear about the resolution.[1]Where there was a clear resolution, Trump won 451 times, and lost 38.[4]The topics of the legal cases include contract disputes, defamation claims, and allegations of sexual harassment. Trump's companies have been involved in more than 100 tax disputes, and on "at least three dozen" occasions the New York State Department of Taxation and Finance has obtained tax liens against Trump properties for nonpayment of taxes.[1]On a number of occasions, Trump has threatened legal action but did not ultimately follow through.[5]Of Trump's involvement in the lawsuits, his lawyer Alan Garten said in 2015 that this was "a natural part of doing business in [the United States]",[5][6]and in the real estate industry, litigation to enforce contracts and resolve business disputes is indeed common.[5]Trump has, however, been involved in far more litigation than fellow real-estate magnates; the USA Today analysis in 2016 found that Trump had been involved in legal disputes more than Edward J. DeBartolo Jr., Donald Bren, Stephen M. Ross, Sam Zell, and Larry Silverstein combined.[1]The Trump lawsuits[5][6]have attracted criticism from Trump's opponents, who say that this is not a trait that conservatives should support.[5]James Copland, director of legal policy at the conservative-leaning Manhattan Institute, states that "Trump clearly has an affinity for filing lawsuits, partly because he owns a lot of businesses" and has sometimes used litigation as a "bullying tactic".[5]Although Trump has said that he "never" settles legal claims, Trump and his businesses have settled with plaintiffs in at least 100 cases (mostly involving personal injury claims arising from injuries at Trump properties), with settlements ranging as high as hundreds of thousands of U.S. dollars[1]and recently as high as tens of millions of dollars.[7]Among the most well-known Trump legal cases was the Trump University litigation. Three legal actions were brought alleging fraud, one by the New York State Attorney General and the others by class action plaintiffs.[8]In November 2016, Trump agreed to pay $25 million to settle the litigation.[7]In 1985, New York City brought a lawsuit against Trump for allegedly using tactics to force out tenants of 100 Central Park South,[17]which he intended to demolish together with the building next door. After ten years in court, the two sides negotiated a deal allowing the building to stand as condominiums.[18]In 1988, the Justice Department sued Trump for violating procedures related to public notifications when buying voting stock in a company related to his attempted takeovers of Holiday Corporation and Bally Manufacturing Corporation in 1986. On April 5, 1988, Trump agreed to pay $750,000 to settle the civil penalties of the antitrust lawsuit.[19]In late 1990, Trump was sued for $2 million by a business analyst for defamation, and Trump settled out of court.[20]Briefly before Trump's Taj Mahal opened in April 1990, the analyst had said that the project would fail by the end of that year. Trump threatened to sue the analyst's firm unless the analyst recanted or was fired. The analyst refused to retract the statements, and his firm fired him for ostensibly unrelated reasons.[21]Trump Taj Mahal declared bankruptcy in November 1990, the first of several such bankruptcies.[22]After, the NYSE ordered the firm to compensate the analyst $750,000; the analyst did not release the details of his settlement with Trump.[23]In 1991, Trump sued the manufacturers of a helicopter that crashed in 1989, killing three executives of his New Jersey hotel casino business.[24]The helicopter fell 2,800 feet after the main four-blade rotor and tail rotor broke off the craft, killing Jonathan Benanav, an executive of Trump Plaza, and two others: Mark Grossinger Etess, president of Trump Taj Mahal, and Stephen F. Hyde, chief executive of the Atlantic City casinos.[25][26][27]One of the defendants was owned by the Italian government, providing a basis for removing it to federal court, where the case was dismissed. The U.S. Court of Appeals for the Third Circuit upheld the dismissal in 1992, and the Supreme Court denied Trump's petition to hear the case in the same year.[28]In 1991, Trump Plaza was fined $200,000 by the New Jersey Casino Control Commission for moving African American and female employees from craps tables in order to accommodate high roller Robert LiButti, a mob figure and alleged John Gotti associate, who was said to fly into fits of racist rage when he was on losing streaks.[29]There is no indication that Trump was ever questioned in that investigation, he was not held personally liable, and Trump denies even knowing what LiButti looked like.[29]In 1991, one of Trump's casinos in Atlantic City, New Jersey, was found guilty of circumventing state regulations about casino financing when Donald Trump's father bought $3.5 million in chips that he had no plans to gamble. Trump Castle was forced to pay a $30,000 fine under the settlement, according to New Jersey Division of Gaming Enforcement Director Jack Sweeney. Trump was not disciplined for the illegal advance on his inheritance, which was not confiscated.[30]In 1993, Donald Trump sued Jay Pritzker, a Chicago financier and Trump's business partner since 1979 on the Grand Hyatt hotel. Trump alleged that Pritzker overstated earnings in order to collect excessive management fees.[31]In 1994, Pritzker sued Trump for violating their agreement by, among other ways, failing to remain solvent.[32]The two parties ended the feud in 1995 in a sealed settlement, in which Trump retained some control of the hotel and Pritzker would receive reduced management fees and pay Trump's legal expenses.[33]In 1993, Vera Coking sued Trump and his demolition contractor for damage to her home during construction of the Trump Plaza Hotel and Casino.[34]In 1997, she dropped the suit against Trump and settled with his contractor for $90,000.[35]Coking had refused to sell her home to Trump and ultimately won a 1998 Supreme Court decision that prevented Atlantic City from using eminent domain to condemn her property.[36][37]In 1996, Trump was sued by more than 20 African-American residents of Indiana who charged that Trump reneged on promises to hire 70% of his work force from the minority community for his riverboat casino on Lake Michigan. The suit also charged that he hadn't honored his commitments to steer sufficient contracts to minority-owned businesses in Gary, Indiana. The suit was eventually dismissed due to procedural and jurisdiction issues.[38][39]In the late 1990s, Donald Trump and rival Atlantic City casino owner Stephen Wynn engaged in an extended legal conflict during the planning phase of new casinos Wynn had proposed to build. Both owners filed lawsuits against one another and other parties, including the State of New Jersey, beginning with Wynn's antitrust accusation against Trump.[40][41]After two years in court, Wynn's Mirage casino sued Trump in 1999 alleging that his company had engaged in a conspiracy to harm Mirage and steal proprietary information, primarily lists of wealthy Korean gamblers. In response, Trump's attorneys claimed that Trump's private investigator dishonored his contract by working as a "double agent" for the Mirage casino by secretly taping conversations with Trump. All the cases were settled at the same time on the planned day of an evidentiary hearing in court in February 2000, which was never held.[42]Personal and sexualIn 1992, Trump sued ex-wife Ivana Trump for not honoring a gag clause in their divorce agreement by disclosing facts about him in her best-selling book. Trump won the gag order.[43][44][45]The divorce was granted on grounds that Ivana claimed Donald Trump's treatment of her was "cruel and inhuman treatment".[46][47]Years later, Ivana said that she and Donald "are the best of friends".[48]A sexual assault claim from 1994 for child rape was filed against Trump on October 14, 2016,[49]a case that was dropped and refiled, remaining in suspension as of November 4, 2016.[50]In April 1997, Jill Harth Houraney filed a $125,000,000 lawsuit against Trump for sexual harassment in 1993, claiming he "'groped' her under her dress and told her he wanted to make her his 'sex slave'". Harth voluntarily withdrew the suit when her husband settled a parallel case. Trump has called the allegations "meritless".[51][52]Lawsuits 2000–2009[edit]In 2000, Donald Trump paid $250,000 to settle fines related to charges brought by New York State Lobbying Commission director David Grandeau. Trump was charged with circumventing state law to spend $150,000 lobbying against government approval of plans to construct an Indian-run casino in the Catskills, which would have diminished casino traffic to Trump's casinos in Atlantic City.[53][54]From 2000 on, Trump tried to partner with a German venture in building a "Trump Tower Europe" in Germany. The company founded for this, "TD Trump Deutschland AG" was dissolved in 2003, several lawsuits following in the years thereafter.[55]In 2001, the U.S. Securities and Exchange Commission brought a financial-reporting case against Trump Hotels & Casino Resorts Inc., alleging that the company had committed several "misleading statements in the company's third-quarter 1999 earnings release". Trump Hotels & Casino Resorts Inc. consented to the Commission's cease-and-desist order, said the culprit had been dismissed, and that Trump had personally been unaware of the matter.[56][57][58]Trump sued Leona Helmsley,[59]and Helmsley counter-sued Trump[60]due to contentions regarding ownership and operation of the Empire State Building. In 2002, Trump announced that he and his Japanese business partners, were selling the Empire State Building to partners of his rival Leona Helmsley.[61][62]In 2003, the city of Stuttgart denied TD Trump Deutschland AG, a Trump Organization subsidiary, the permission to build a planned tower due to questions over its financing. Trump Deutschland sued the city of Stuttgart, and lost. In 2004 Trump's German corporate partner brought suit against the Trump Organization for failure to pay back a EUR 200 million pre-payment as promised. In 2005, the German state attorney prosecuted Trump Deutschland and its partners for accounting fraud.[63][64][65]In 2004, Donald Trump sued Richard T. Fields in Broward County Circuit Court (in Florida); Fields was once Trump's business partner in the casino business, but had recently become a successful casino developer in Florida apart from Trump. Fields counter-sued Trump in Florida court. Trump alleged that Fields misled other parties into believing he still consulted for Trump, and Fields alleged improprieties in Trump's business.[66]The two businessmen agreed in 2008 to drop the lawsuits when Fields agreed to buy Trump Marina in Atlantic City, New Jersey, for $316 million,[67]but the deal was unsettled again in 2009 because Trump resigned his leadership of Trump Entertainment after Fields lowered his bid.[68]Fields never bought the company, which went into bankruptcy about the same time and was sold for $38 million.[69][70]Trump's lawsuit was dismissed after a hearing in 2010.[71]In 2004, the Trump Organization partnered with Bayrock Group on a $200 million hotel and condo project in Fort Lauderdale Beach, to be called Trump International Hotel & Tower. After proceeding for five years, real estate market devaluation stymied the project in 2009 and Trump dissolved his licensing deal, demanding that his name be removed from the building. Soon after this, the project defaulted on a $139 million loan in 2010.[72]Investors later sued the developers for fraud. Trump petitioned to have his name removed from the suit, saying he had only lent his name to the project. However his request was refused since he had participated in advertising for it.[73]The insolvent building project spawned over 10 lawsuits, some of which were still not settled in early 2016.[74]In 2006, the Town of Palm Beach began fining Trump $250 per day for ordinance violations related to his erection of an 80-foot-tall (24 m) flagpole flying a 15 by 25 feet (4.6 by 7.6 m) American flag on his property. Trump sued the town for $25 million, saying that they abridged his free speech, also disputing an ordinance that local businesses be "town-serving". The two parties settled as part of a court-ordered mediation, in which Trump was required to donate $100,000 to veterans' charities. At the same time, the town ordinance was modified allowing Trump to enroll out-of-town members in his Mar-a-Lago social club.[75]Trump International Hotel and Tower in ChicagoAfter the 2008 housing-market collapse, Deutsche Bank attempted to collect $40 million that Donald Trump personally guaranteed against their $640 million loan for Trump International Hotel and Tower in Chicago. Rather than paying the debt, Trump sued Deutsche Bank for $3 billion for undermining the project and damage to his reputation.[76]Deutsche Bank then filed suit to obtain the $40 million. The two parties settled in 2010 with Deutsche Bank extending the loan term by five years.[77]In 2008, Trump filed a $100 million lawsuit for alleged fraud and civil rights violations[78]against the California city of Rancho Palos Verdes, over thwarted luxury home development and expansion plans upon part of a landslide-prone golf course in the area, which was purchased by Trump in 2002 for $27 million.[78]Trump had previously sued a local school district over land leased from them in the re-branded Trump National Golf Club, and had further angered some local residents by renaming a thoroughfare after himself.[78]The $100 million suit was ultimately withdrawn in 2012 with Trump and the city agreeing to modified geological surveys and permit extensions for some 20 proposed luxury homes (in addition to 36 homes previously approved).[79][80]Trump ultimately opted for a permanent conservation easement instead of expanded housing development on the course's driving range.[81]In 2009, Donald Trump sued a law firm he had used, Morrison Cohen, for $5 million for mentioning his name and providing links to related news articles on its website. This lawsuit followed a lawsuit by Trump alleging overcharging by the law firm, and a countersuit by Morrison Cohen seeking unpaid legal fees.[82]The suit was dismissed in a 15-page ruling by Manhattan Supreme Court Justice Eileen Bransten, who ruled that the links to news articles concerned "matters of public interest."[83]In 2009, Trump was sued by investors who had made deposits for condos in the canceled Trump Ocean Resort Baja Mexico.[84]The investors said that Trump misrepresented his role in the project, stating after its failure that he had been little more than a spokesperson for the entire venture, disavowing any financial responsibility for the debacle.[85]Investors were informed that their investments would not be returned due to the cancellation of construction.[84]In 2013, Trump settled the lawsuit with more than one hundred prospective condo owners for an undisclosed amount.[86]Lawsuits 2010–presentConstruction and property law matters[edit]In 2011, Donald Trump sued Scotland, alleging that it built the Aberdeen Bay Wind Farm after assuring him it would not be built. He had recently built a golf course there and planned to build an adjacent hotel. Trump lost his suit, with the Supreme Court of the United Kingdom unanimously ruling in favor of the Scottish government in 2015.[87][88]In 2013, 87-year-old Jacqueline Goldberg alleged that Trump cheated her in a condominium sale by bait-and-switch when she was purchasing properties at the Trump International Hotel and Tower.[89]In 2015, Trump initiated a $100 million lawsuit against Palm Beach County claiming that officials, in a "deliberate and malicious" act, pressured the FAA to direct air traffic to the Palm Beach International Airport over his Mar-a-Lago estate, because he said the airplanes damaged the building and disrupted its ambiance.[90]Trump had previously sued the county twice over airport noise; the first lawsuit, in 1995, ended with an agreement between Trump and the county; Trump's second lawsuit, in 2010, was dismissed.[90]Trump is suing the town of Ossining, New York, over the property tax valuation on his 147-acre (59 ha) Trump National Golf Club Westchester, located in Briarcliff Manor's portion of the town, which Trump purchased for around $8 million at a foreclosure sale in the 1990s and to which he claimed, at the club's opening, to have added $45 million in facility improvements.[91]Although Trump stated in his 2015 FEC filing that the property was worth at least $50 million, his lawsuit seeks a $1.4 million valuation on the property, which includes a 75,000-square-foot clubhouse, five overnight suites, and permission to build 71 condominium units,[91]in an effort to shave $424,176 from his annual local property tax obligations.(91A) Trump had to pay nearly $300,000 in attorney’s fees in Doral painter’s lawsuit related to unpaid bills brought by a local paint store against the Trump National Doral Miami golf resort, ordered the billionaire politician’s company to pay the Doral-based mom-and-pop shop nearly $300,000 in attorney’s fees. All because, according to the lawsuit, Trump allegedly tried to stiff The Paint Spot on its last payment of $34,863 on a $200,000 contract for paint used in the renovation of the home of golf’s famed Blue Monster two years prior.[92]Trump filed the action after separately being sued by Briarcliff Manor for "intentional and illegal modifications" to a drainage system that caused more than $238,000 in damage to the village's library, public pool, and park facilities during a 2011 storm.[92]In October 2016, the Ontario Court of Appeal ruled that Trump, together with two principals of a connected developer, could be sued for various claims, including oppression, collusion and breach of fiduciary duties, in relation to his role in the marketing of units in the Trump International Hotel and Tower in Toronto, Canada.[93]A subsequent application for leave to appeal was dismissed by the Supreme Court of Canada in March 2017.[94]Also in October 2016, JCF Capital ULC (a private firm that had bought the construction loan on the building) announced that it was seeking court approval under the Bankruptcy and Insolvency Act to have the building sold in order to recoup its debt, which then totaled $301 million.[95]The court allowed for its auction[96]which took place in March 2017, but no bidders, apart from one stalking horse offer, took part.[97]Defamation mattersAlso in 2011, an appellate court upheld a New Jersey Superior Court judge's decision dismissing Trump's $5 billion defamation lawsuit against author Timothy L. O'Brien, who had reported in his book, TrumpNation: The Art of Being the Donald (2005), that Trump's true net worth was really between $150 and $250 million. Trump had reportedly told O'Brien he was worth billions and, in 2005, had publicly stated such.[98]Trump said that the author's alleged underestimation of his net worth was motivated by malice and had cost him business deals and damage to his reputation.[99]The appellate court, however, ruled against Trump, citing the consistency of O'Brien's three confidential sources.[100]In 2014, the former Miss Pennsylvania Sheena Monnin ultimately settled a $5 million arbitration judgment against her, having been sued by Trump after alleging that the Miss USA 2012 pageant results were rigged. Monnin wrote on her Facebook page that another contestant told her during a rehearsal that she had seen a list of the top five finalists, and when those names were called in their precise order, Monnin realized the pageant election process was suspect, compelling Monnin to resign her Miss Pennsylvania title. The Trump Organization's lawyer said that Monnin's allegations had cost the pageant a lucrative British Petroleum sponsorship deal and threatened to discourage women from entering Miss USA contests in the future.[101]According to Monnin, testimony from the Miss Universe Organization and Ernst & Young revealed that the top 15 finalists were selected by pageant directors regardless of preliminary judges' scores.[102]As part of the settlement, Monnin was not required to retract her original statements.[101]On January 17, 2017, Summer Zervos, represented by attorney Gloria Allred, filed a defamation suit against President-Elect Donald Trump for claiming that she had lied in her public sexual assault allegations against him.[103]Financial mattersIn July 2011, New York firm ALM Unlimited filed a lawsuit against Trump, who ended payments to the company in 2008 after nearly three years. ALM was hired in 2003 to seek offers from clothing companies for a Trump fashion line, and had arranged a meeting between Trump and PVH, which licensed the Trump name for dress shirts and neckwear. ALM, which had received over $300,000, alleged in the lawsuit that Trump's discontinuation of payments was against their initial agreement. In pre-trial depositions, Trump and two of his business officials – attorney George H. Ross and executive vice president of global licensing Cathy Glosser – gave contradictory statements regarding whether ALM was entitled to payments. Trump, who felt that ALM had only a limited role in the deal between him and PVH, said "I have thousands of checks that I sign a week, and I don't look at very many of the checks; and eventually I did look, and when I saw them (ALM) I stopped paying them because I knew it was a mistake or somebody made a mistake."[104]In January 2013, a judge ordered that the case go to trial, after Trump and ALM failed to settle the lawsuit.[105]During the trial in April 2013, Trump said that ALM's role in the PVH agreement was insubstantial, stating that Regis Philbin was the one who recommended PVH to him. Trump's attorney, Alan Garten, said ALM was not legally entitled to any money.[105][106][107]The judge ruled in favor of Trump later that month because a valid contract between him and ALM was never created.[107]Trump University litigationMain article: Trump University § Allegations of impropriety and lawsuitsIn 2013, in a lawsuit filed by New York Attorney General Eric Schneiderman, Trump was accused of defrauding more than 5,000 people of $40 million for the opportunity to learn Trump's real estate investment techniques in a for-profit training program, Trump University, which operated from 2005 to 2011.[108][109][110]Trump ultimately stopped using the term "University" following a 2010 order from New York regulators, who called Trump's use of the word "misleading and even illegal"; the state had previously warned Trump in 2005 to drop the term or not offer seminars in New York.[111][112][113]Although Trump has claimed a 98% approval rating on course evaluations, former students recounted high-pressure tactics from instructors seeking the highest possible ratings, including threats of withholding graduation certificates,[114]and more than 2,000 students had sought and received course refunds before the end of their paid seminars.[114]In a separate class action civil suit against Trump University in mid-February 2014, a San Diego federal judge allowed claimants in California, Florida, and New York to proceed;[115]a Trump counterclaim, alleging that the state Attorney General's investigation was accompanied by a campaign donation shakedown, was investigated by a New York ethics board and dismissed in August 2015.[116]Trump filed a $1 million defamation suit against former Trump University student Tarla Makaeff, who had spent about $37,000 on seminars, after she joined the class action lawsuit and publicized her classroom experiences on social media.[85]Trump University was later ordered by a U.S. District Judge in April 2015 to pay Makaeff and her lawyers $798,774.24 in legal fees and costs.[85][117]Breach of contract matters2013]In 2013 Trump sued comedian Bill Maher for $5 million for breach of contract.[118]Maher had appeared on The Tonight Show with Jay Leno and had offered to pay $5 million to a charity if Trump produced his birth certificate to prove that Trump's mother had not mated with an orangutan. This was said by Maher in response to Trump having previously challenged Obama to produce his birth certificate, and offering $5 million payable to a charity of Obama's choice, if Obama produced his college applications, transcripts, and passport records.[119][120]Trump produced his birth certificate and filed a lawsuit after Maher was not forthcoming, claiming that Maher's $5 million offer was legally binding. "I don't think he was joking," Trump said. "He said it with venom."[119]Trump withdrew his lawsuit against the comedian after eight weeks.[121]2014[edit]In 2014, model Alexia Palmer filed a civil suit against Trump Model Management for promising a $75,000 annual salary but paying only $3,380.75 for three years' work. Palmer, who came to the US at age 17 from Jamaica under the H-1B visa program in 2011,[122]claimed to be owed more than $200,000. Palmer contended that Trump Model Management charged, in addition to a management fee, "obscure expenses" from postage to limousine rides that consumed the remainder of her compensation. Palmer alleged that Trump Model Management promised to withhold only 20% of her net pay as agency expenses, but after charging her for those "obscure expenses", ended up taking 80%.[123]Trump attorney Alan Garten claimed the lawsuit is "bogus and completely frivolous".[124][125]Palmer filed a class-action lawsuit against the modeling agency with similar allegations.[126]The case was dismissed from U.S. federal court in March 2016, in part because Palmer's immigration status, via H1-B visa sponsored by Trump, required labor complaints to be filed through a separate process.[123][127]2015[edit]In 2015, Trump sued Univision, demanding $500 million for breach of contract and defamation when they dropped their planned broadcast of the Miss USA pageant. The network said that the decision was made because of Trump's "insulting remarks about Mexican immigrants".[128]Trump settled the lawsuit with Univision CEO Randy Falco out of court.[129]In July 2015, Trump filed a $10 million lawsuit in D.C. Superior Court for breach of contract against Spanish celebrity chef José Andrés, claiming that he backed out of a deal to open the flagship restaurant at Trump International Hotel in Washington, D.C.[130][131]Andrés replied that Trump's lawsuit was "both unsurprising and without merit"[132]and filed an $8 million counterclaim against a Trump Organization subsidiary.[131][133]Also in July 2015, Chef Geoffrey Zakarian also withdrew from the Washington, D.C., project with Andrés in the wake of Trump's comments on Mexican illegal immigrants, and is expected to lose his own $500,000 restaurant lease deposit as a result.[132]Trump denounced and then sued Zakarian in August 2015 for a sum "in excess of $10 million" for lost rent and other damages.[134]Trump's lawsuit called Zakarian's offense at his remarks "curious in light of the fact that Mr. Trump's publicly shared views on immigration have remained consistent for many years, and Mr. Trump's willingness to frankly share his opinions is widely known".[134][135]Disputes with both chefs were eventually settled in April 2017.[136]In 2015, restaurant workers at Trump SoHo filed a lawsuit that from 2009 to at least the time of the filing, gratuities added to customers' checks were illegally withheld from employees. The Trump Organization has responded that the dispute is between the employees and their employer, a third-party contractor. Donald Trump has been scheduled to testify in court on September 1, 2016.[137][138]2018[edit]In 2018, Noel Cintron, the personal driver for Donald Trump before he became the President of the United States, filed a lawsuit Cintron v Trump Organization LLC with the Supreme Court of the State of New York (Manhattan). The lawsuit claims that during his 25-year employment by Trump, he was not compensated for overtime and the second time his salary was raised he was induced to surrender his health insurance, an action which saved Trump approximately $17,866 per year.[139]The lawsuit seeks $178,200 of overtime back pay, plus $5,000 in penalties that are seen under the New York State Labor Law.[140]Assault claims[edit]In September 2015, five men who had demonstrated outside of a Trump presidential campaign event at Trump Tower in New York City sued Donald Trump, alleging that Trump's security staff punched one of them. They also allege that Trump's security guards had been advised by city police that they were permitted to protest there. Several people videotaped the incident.[141][142]In June 2015, the Culinary Workers Union filed charges with the National Labor Relations Board (NLRB), alleging that the owners of Trump Hotel Las Vegas "violated the federally protected rights of workers to participate in union activities" and engaged in "incidents of alleged physical assault, verbal abuse, intimidation, and threats by management".[143]In October 2015, the Trump Ruffin Commercial and Trump Ruffin Tower I, the owners of Trump Hotel Las Vegas, sued the Culinary Workers Union and another union, alleging that they had knowingly distributed flyers that falsely stated that Donald Trump had stayed at a rival unionized hotel, rather than his own non-unionized hotel, during a trip to Las Vegas.[5][143]Poll watching controversy[edit]On October 31, 2016, a New Jersey federal judge, John Michael Vazquez, ordered the Republican National Committee (RNC) to hand over all communications with the Trump campaign related to poll watching and voter fraud. He asked for testimony and documents relating to Kellyanne Conway, RNC officials Ronna Romney McDaniel of Michigan, and Rob Gleason from Pennsylvania.[144]It is claimed Gleason, McDaniel, and Roger Stone recruited poll watchers to check for voter fraud. The state Democratic parties of Nevada, Pennsylvania, Arizona, and Ohio filed lawsuits against Trump for encouraging illegal voter intimidation. The states' Democratic parties are also suing their respective Republican party counterparts, along with Roger Stone, who is allegedly recruiting poll watchers and organizing ballot security efforts in a number of states. Stone runs the group "Stop the Steal." It claims Trump supporters yelled at voters outside Las Vegas area polling places when they said they weren't voting for the Republican nominee, and that Stone is asking supporters to conduct an illegitimate "exit polling" initiative aimed at intimidating voters of color.Pat McDonald, the director of Cuyahoga County Board of Elections in Ohio, reported that "Trump supporters have already visited the county elections board identifying themselves as poll observers, even though they did not appear to be credentialed as poll observers as required under Ohio law." Election officials have expressed concern about "instability on Election Day," one lawsuit claims, and discussed the possibility of bringing police to polling sites to address conflicts. In Clark County of Nevada, a lawsuit claims: "A Trump supporter harassed and intimidated multiple voters outside of the Albertson's supermarket early voting location on Lake Mead Boulevard, repeatedly asking voters for whom they were voting, and then yelling at them belligerently and attempting to keep them from entering the voting location when they stated they were not voting for Donald Trump." When poll staffers told the Trump supporters to stop harassing voters, "the Trump supporter told poll workers that he had 'a right to say anything he wanted to the voters.'" Poll staffers called police, and the Trump supporter left. The lawsuit also claims similar incidents took place in neighboring Nye County as well. In Pennsylvania, Murrysville City Councilman Josh Lorenz supposedly posted instructions for the way Clinton supporters could vote online, even though there is no online voting in Pennsylvania. Eight registered electors, mostly from the Philadelphia area, challenged the portion of the state Election Code that prevents poll watchers from observing elections outside of the counties where they live.[145][146][147]In Pompano Beach, Florida, police asked two poll watchers to leave a polling site. Two precinct clerks were also fired for not adhering to policy and training. No arrests were made. No other incidents were reported in South Florida.[148][149]Nevada early voting Latino turnout controversy[edit]On November 8, 2016, Trump filed a lawsuit claiming early voting polling places in Clark County, Nevada, were kept open too late. These precincts had high turnout of Latino voters. Nevada state law explicitly states that polls are to stay open to accommodate eligible voters in line at closing time. Hillary Clinton campaign advisor Neera Tanden says the Trump campaign is trying to suppress Latino voter turnout. A political analyst from Nevada, Jon Ralston tweeted that the Trump lawsuit is "insane" in a state that clearly allows the polls to remains open until everyone in line has voted. Former Nevada Secretary of State Ross Miller, posted the statute that states "voting must continue until those voters have voted". Miller said: "If there are people in line waiting to vote at 7 pm, voting must continue until everyone votes.... We still live in America, right?"[150]A Nevada judge denied Trump's request to separate early voting ballots. Judge Gloria Sturman, of the District Court for Clark County Nevada, ruled that County Registrar of Voters Joe P. Gloria was already obligated by state law to maintain the records that the Trump campaign is seeking. Sturman said: "That is offensive to me because it seems to go against the very principle that a vote is secret."[151][152]Diana Orrock, the Republican National Committeewoman for Nevada and a vocal Trump ally, said she was unaware of the lawsuit before Politico contacted her. "I know that the [Clark County] registrar was on TV this morning saying that anybody who's in line was allowed to participate in the voting process until all of them came through," she said. "If that's what they did, I don't have a problem with that ... I don't know that filing a suit's going to accomplish anything." Orrock doubts the lawsuit will have any impact.[153]Lawsuit for inciting violence at March 2016 campaign rally[edit]During a campaign rally on March 1, 2016 in Louisville, Kentucky, Trump repeatedly said "get 'em out of here" while pointing at anti-Trump protesters as they were forcibly escorted out by his supporters. Three protesters say they were repeatedly shoved and punched while Trump pointed at them from the podium, citing widely shared video evidence of the events. They also cited previous statements by Trump about paying the legal bills of supporters who got violent, or suggesting a demonstrator deserved to be "roughed up."[154][155][156][157]The lawsuit accuses Donald Trump of inciting violence against protesters in Louisville, Kentucky. The plaintiffs are Kashiya Nwanguma (21), Molly Shah (36) and Henry Brousseau (17). The suit is against Trump, his campaign, and three Trump supporters (Matthew Heimbach, Alvin Bamberger and an unnamed defendant). One defendant, Bamburger, who was wearing a Veteran's uniform in the video, apologized to the Korean War Veterans Association immediately after the event, writing that he "physically pushed a young woman down the aisle toward the exit" after "Trump kept saying 'get them out, get them out."[154]Trump's attorneys requested to get the case dismissed, arguing he was protected by free speech laws, and wasn't trying to get his supporters to resort to violence.[156][158]They also stated that Trump had no duty to the protesters, and they had assumed the personal risk of injury by deciding to protest at the rally.[154]On Friday, April 1, 2017, Judge David J. Hale in Louisville ruled against the dismissal of a lawsuit, stating there was ample evidence to support that the injuries of the protesters were a "direct and proximate result" of Trump's words and actions. Hale wrote, "It is plausible that Trump's direction to 'get 'em out of here' advocated the use of force," and, "It was an order, an instruction, a command." Hale wrote that the Supreme Court has ruled out some protections for free speech when used to incite violence.[159]Defendant Heimbach requested to dismiss the discussion in the lawsuit about his association with a white nationalist group, and also requested to dismiss discussion of statements he made about how a President Trump would advance the interests of the group. The request was declined, with the judge saying the information could be important for determining punitive damages because they add context.[154]Hale also declined to remove the allegation that Plaintiff Nwanguma, who is African-American, was victim to ethnic, racial and sexist slurs at the rally from the crowd. The judge stated that this context may support claims by the plaintiffs' of incitement and negligence by Trump and the Trump campaign. The judge wrote, "While the words themselves are repulsive, they are relevant to show the atmosphere in which the alleged events occurred."[154]The judge stated that all people have a duty to use care to prevent foreseeable injury. "In sum, the Court finds that Plaintiffs have adequately alleged that their harm was foreseeable and that the Trump Defendants had a duty to prevent it." The case was referred a federal magistrate, Judge H. Brent Brennenstuhl, who will handle preliminary litigation, discovery and settlement efforts.[160]Heimbach filed a separate counterclaim in April 2017, arguing that Trump was "responsible for any injuries" he [Heimbach] "might have inflicted because Mr. Trump directed him and others to take action". Heimbach, "a self-employed landscaper", and a member of the Traditionalist Youth Network, "which advocates separate American 'ethno states', "spends much of his time" online writing "against Jews, gays and immigrants and urging whites to stand up for their race." He wrote his own lawsuit which requested that Trump pay Heimbach's "legal fees, citing a promise Mr. Trump made at an earlier rally to pay legal costs of anyone who removed protesters."[161]Heimbach's "counterclaim" against Trump has "probed the limits of free speech and public protest while confronting the courts with a unique legal argument".[161]On May 5, Trump's lawyers submitted legal filings that argue that Heimbach's "indemnity claim should be dismissed on the same grounds". According to a University of Virginia law professor, Leslie Kendrick, this indemnity or "impleader" case is "highly unusual."[161]New York University's Samuel Issacharoff, a professor of constitutional law, argued that care must be taken to not allow speech, in the "context of a political rally" to be "turned into something that is legally sanctionable."[161]Payments related to alleged affairs[edit]See also: Stormy Daniels–Donald Trump scandal and Karen McDougal § Alleged affair with Donald TrumpAdult film actress Stormy Daniels has alleged that she and Trump had an extramarital affair in 2006, months after the birth of his youngest child.[162]Just before the 2016 presidential election Daniels, whose real name is Stephanie Clifford, was paid $130,000 by Trump's attorney Michael Cohen as part of a non-disclosure agreement (NDA), through an LLC set up by Cohen; he says he used his own money for the payment.[163]In February 2018, Daniels filed suit against the LLC asking to be released from the agreement so that she can tell her story. Cohen filed a private arbitration proceeding and obtained a restraining order to keep her from discussing the case.[164]According to White House Press Secretary Sarah Huckabee Sanders, Trump has denied the allegations.[165]On March 6, 2018, Daniels sued Trump in California Superior Court, claiming among other things that the NDA never came into effect because Trump did not sign it personally.[166]On March 16 Cohen, with Trump's approval, asked for Daniels' suit to be moved from state to federal court, based on the criteria that the parties live in different places and the amount at stake is more than $75,000; Cohen asserted that Daniels could owe $20 million in liquidated damages for breaching the agreement.[167]The filing marked the first time that Trump himself, through his personal attorney, had taken part in the Daniels litigation.[168]In early April 2018, Trump said that he did not know about Cohen paying Daniels, why Cohen had made the payment or where Cohen got the money from.[169]On April 30, Daniels further sued Trump for defamation.[170]In May 2018, Trump's annual financial disclosure revealed that he reimbursed Cohen in 2017 for expenditures related to the Daniels case.[171]In August 2018, Cohen pleaded guilty to breaking campaign finance laws, admitting paying hush money of $130,000 and $150,000 "at the direction of a candidate for federal office", to two women who alleged affairs with that candidate, "with the purpose of influencing the election". The figures match sums of payments made to Stormy Daniels and Playboy model Karen McDougal.[172][173]American Media, Inc. had reportedly in 2016 bought for $150,000 the rights to a story by McDougal alleging an affair with a married Trump from 2006 which lasted between nine months to a year.[174][175][176]David Pecker (AMI CEO/Chairman and friend of Trump), Dylan Howard (AMI chief content officer) and Allen Weisselberg (chief financial officer of The Trump Organization) were reportedly granted witness immunity in exchange for their testimony regarding the illegal payments.[177][178]In response, Trump said that he only knew about the payments "later on"; Trump also said regarding the payments: "They didn't come out of the campaign, they came from me."[179]The Wall Street Journal reported on November 9, 2018 that federal prosecutors have evidence of Trump’s "central role" in payments to Stormy Daniels and Karen McDougal that violated campaign-finance laws.[180][181]Special Counsel investigation[edit]Main article: Special Counsel investigation (2017–present)The Special Counsel investigation is a United States law enforcement investigation of Donald Trump's 2016 presidential campaign and any Russian (or other foreign) interference in the election, including exploring any possible links or coordination between Trump's campaign and the Russian government, "and any matters that arose or may arise directly from the investigation."[182]Since May 2017, the investigation has been led by a United States Special Counsel, Robert Mueller, a former Director of the Federal Bureau of Investigation(FBI). Mueller's investigation took over several FBI investigations including those involving former campaign chairman Paul Manafort and former National Security Advisor Michael Flynn.It has been noted that Trump has experienced a high turnover with respect to the attorneys handling this matter, as well as a large number of prominent lawyers and law firms publicly declining offers to join Trump's legal team.[183][184]Attorneys known to have been approached include Robert S. Bennett of Hogan Lovells,[185]Paul Clement and Mark Filip, both with Kirkland & Ellis,[186][186]Robert Giuffra Jr. of Sullivan & Cromwell,[185]Theodore B. Olson of Gibson, Dunn & Crutcher,[187]and Brendan V. Sullivan Jr. of Williams & Connolly.[186]Other firms with attorneys who have decided not to represent Trump include Quinn Emanuel Urquhart & Sullivan,[188]Steptoe & Johnson,[188]and Winston & Strawn.[citation needed]Former U.S. Attorney Joseph diGenova and his wife Victoria Toensing were briefly slated to join Trump's legal team, but withdrew their services from Trump in March 2018, citing conflicts of interest.[189]In an article describing the "unique circumstance" of Rudy Giuliani's unpaid leave of absence from Greenberg Traurig while representing Trump, possibly because of "potential conflicts", Christine Simmons said some other law firms may have turned down representing Trump in the Russia case due to "public relations headaches or business and recruitment concerns".[190]Trump has called such views a "Fake News narrative".[191][192]In a National Law Journal article, Ryan Lovelace described how white-collar lawyers must weigh the "risks" and "stigma" of joining the Trump team. He quoted a prominent defense attorney's concerns about "the constant shuffle of attorneys in and out of the president's legal team", and the possibility that an attorney could invest resources and reputation in such representation "only to find yourself on the sidelines a short time later because the president saw someone he liked better on Fox News".[192]The quoted attorney also noted "a stigma to being linked to this president" that might impact business with other clients.[192]A list of other reasons for not wanting to represent Trump is provided by Jill Abramson for The Guardian:The problem for the white-collar defense bar's crème de la crème is that Donald Trump is so blatantly the client from hell. He won't listen. He won't obey instructions. He is headstrong. He is a bully. Sometimes, he doesn't pay his bills. Most of all, it's possible that he isn't capable of discerning fact from fiction. This last foible could get any lawyer who represents him into very deep legal hot water. No one wants to get disbarred for the fame and fortune of representing President Trump. Then there's the justifiable concern over all the unforced legal errors that the defense side, led by Trump himself, has already committed.[193]An Above the Law article states that some law firms have refused to represent the President of the United States because "Donald Trump has somehow turned POTUS into a dog of a client self-respecting lawyers do not want to touch", expressing concern that "[i]f all the good attorneys — the ones with reputations to preserve and ethics to uphold — refuse to represent the president, what's left are the 'bad' attorneys. The ones who don't have the slightest idea what a moral and ethical principle is".[194]Allegations of business links to organized crime[edit]Journalists David Cay Johnston and Wayne Barrett, the latter of whom wrote an unauthorized 1992 Trump biography, have claimed that Trump and his companies did business with New York and Philadelphia families linked to the Italian-American Mafia.[195][196]A reporter for The Washington Post writes, "he was never accused of illegality, and observers of the time say that working with the mob-related figures and politicos came with the territory."[197]Trump helped a financier for the Scarfo family get a casino license, and constructed a casino using firms controlled by Nicodemo Scarfo.[198]Trump also bought real estate from Philadelphia crime family member Salvatore Testa, and bought concrete from companies associated with the Genovese crime family and the Gambino crime family.[195][196][197]Trump Plaza paid a $450,000 fine leveled by the Casino Gaming Commission for giving $1.6 million in rare automobiles to Robert LiButti, the acquaintance of John Gotti already mentioned.[29]Starting in 2003, the Trump Organization worked with Felix Sater, who had a 1998 racketeering conviction for a $40 million Mafia-linked stock fraud scheme, and who had then become an informant against the mafia.[199]Trump's attorney has said that Sater worked with Trump scouting real estate opportunities, but was never formally employed.[200]Use of bankruptcy laws[edit]Trump has never filed for personal bankruptcy, but hotel and casino businesses of his have been declared bankrupt four times between 1991 and 2009 to re-negotiate debt with banks and owners of stock and bonds.[201][202]Because the businesses used Chapter 11 bankruptcy, they were allowed to operate while negotiations proceeded. Trump was quoted by Newsweek in 2011 saying, "I do play with the bankruptcy laws – they're very good for me" as a tool for trimming debt.[82][203]According to a report by Forbes in 2011, the four bankruptcies were the result of over-leveraged hotel and casino businesses in Atlantic City: Trump's Taj Mahal (1991), Trump Plaza Hotel (1992), Trump Hotels and Casino Resorts (2004), and Trump Entertainment Resorts (2009).[204][205]Trump said "I've used the laws of this country to pare debt.... We'll have the company. We'll throw it into a chapter. We'll negotiate with the banks. We'll make a fantastic deal. You know, it's like on The Apprentice. It's not personal. It's just business."[206]He indicated that many "great entrepreneurs" do the same.[204]1991[edit]In 1991, Trump Taj Mahal was unable to service its debt and filed Chapter 11 bankruptcy.[206]Forbes indicated that this first bankruptcy was the only one where Trump's personal financial resources were involved. Time, however, maintains that $72 million of his personal money was also involved in a later 2004 bankruptcy.[207]1992[edit]On November 2, 1992, the Trump Plaza Hotel filed Chapter 11 bankruptcy, and Trump lost his 49 percent stake in the luxury hotel to Citibank and five other lenders.[208]In return Trump received more favorable terms on the remaining $550+ million owed to the lenders, and retain his position as chief executive, though he would not be paid and would not have a role in day-to-day operations.[209]1994[edit]Trump Plaza Hotel and Casinoclosed in 2014By 1994, Trump had eliminated a large portion of his $900 million personal debt through sales of his Trump Taj Mahal and Trump Plazaassets,[210]and significantly reduced his nearly $3.5 billion in business debt. Although he lost the Trump Princess yacht and the Trump Shuttle (which he had bought in 1989), he did retain Trump Tower in New York City and control of three casinos in Atlantic City, including Trump's Castle. Trump sold his ownership of West Side Yards (now Riverside South, Manhattan) to Chinese developers including Hong Kong's New World Development, receiving a premium price in exchange for the use and display of the name "Trump" on the buildings.[211]2004[edit]Donald Trump's third corporate bankruptcy was on October 21, 2004, involving Trump Hotels & Casino Resorts, the publicly-traded holding company for his three Atlantic City casinos and some others.[212]Trump lost over half of his 56% ownership and gave bondholders stock in exchange for surrendering part of the debt. No longer CEO, Trump retained a role as chairman of the board. In May 2005[213]the company emerged from bankruptcy as Trump Entertainment Resorts Holdings.[214]In his 2007 book, Think BIG and Kick Ass in Business and Life, Trump wrote: "I figured it was the bank's problem, not mine. What the hell did I care? I actually told one bank, 'I told you you shouldn't have loaned me that money. I told you the goddamn deal was no good.'"[215]2009[edit]Trump's fourth corporate bankruptcy occurred in 2009, when Trump and his daughter Ivanka resigned from the board of Trump Entertainment Resorts; four days later the company, which owed investors $1.74 billion against its $2.06 billion of assets, filed for Chapter 11 bankruptcy. At that time, Trump Entertainment Resorts had three properties in Atlantic City: Trump Taj Mahal, Trump Plaza Hotel and Casino (closed in 2014), and Trump Marina (formerly Trump's Castle, sold in 2011). Trump and some investors bought the company back that same year for $225 million. As part of the agreement, Trump withdrew a $100 million lawsuit he had filed against the casino's owners alleging damage to the Trump brand. Trump re-negotiated the debt, reducing by over $1 billion the repayments required to bondholders.[216][217]In 2014, Trump sued his former company to remove his name from the buildings since he no longer ran the company, having no more than a 10% stake; he lost the suit.[218]Trump Entertainment Resorts filed again for bankruptcy in 2014[219]and was purchased by billionaire philanthropist Carl Icahn in 2016, who acquired Trump Taj Mahal in the deal.[220]Campaign contributions[edit]According to a New York state report, Trump circumvented corporate and personal campaign donation limits in the 1980s – although he did not break any laws – by donating money to candidates from 18 different business subsidiaries, rather than giving primarily in his own name.[197][221]Trump told investigators he did so on the advice of his lawyers. He also said the contributions were not to curry favor with business-friendly candidates, but simply to satisfy requests from friends.[197][222]Donald J. Trump Foundation[edit]During the 2016 U.S. presidential election, media began reporting in detail on how the Donald J. Trump Foundation was funded and how Donald Trump used its funds. The Washington Post in particular reported several cases of possible mis-use, self-dealing and possible tax evasion.[18] [19] [20]Regarding the various irregularities in the Trump Foundation, former head of the Internal Revenue Service's Office of Exempt Organizations Division Marc Owens told The Washington Post: "This is so bizarre, this laundry list of issues.... It's the first time I've ever seen this, and I've been doing this for 25 years in the IRS, and 40 years total.[21]When interviewed for the Post's article, Trump spokesperson Boris Epshtein said that Trump did not knowingly violate any tax laws.[18]The office of New York State Attorney General Eric Schneiderman investigated the foundation "to make sure it's complying with the laws governing charities in New York."[22]Controversy over tax returns[edit]In October 2016, The New York Times published some tax documents from 1995. These documents indicate that Trump might have evaded paying taxes on as much as 916 million dollars in income at one time. Trump likely gave some of his creditors shares of his failing businesses to avoid taxes on hundreds of millions of dollars he was given in debt relief, which is illegal. Legal scholar Edward Kleinbard of the University of Southern California believes Trump forged tax documents. Trump claimed on his tax returns that he lost money, but did not recognize it in the form of canceled debts. He likely avoided paying 425 million dollars in taxes, says Steven M. Rosenthal, an attorney at the Tax Policy Center. Rosenthal claims he "borrowed other people's money and spent it in spectacular fashion." Trump might have performed a stock-for-debt swap. This would have allowed Trump to avoid paying income taxes for at least 18 years. An audit of Trump's tax returns for 2002 through 2008 was "closed administratively by agreement with the I.R.S. without assessment or payment, on a net basis, of any deficiency." Tax attorneys believe the government may have reduced what Trump was able to claim as a loss without requiring him to pay any additional taxes.[223][224]It is unknown whether the I.R.S. challenged Trump's use of the swaps because he has not released his tax returns. Trump's lawyers advised against Trump using the equity for debt swap, as they believed it to be potentially illegal.[225]Marc Kasowitz, name partner of the Kasowitz, Benson, Torres & Friedman firm, wrote a letter threatening The New York Times over publication of the 1995 documents. Kasowitz's action drew attention to the fact that the biglaw firm had done extensive legal work for Donald Trump and his businesses since at least 2001 including also bankrupt casino restructuring.[226]In early 2017, firm member and former Connecticut Senator Joe Lieberman introduced Pres.-elect Trump's nominee for Secretary of Education Betsy DeVos to the Senate Health, Education, Labor and Pension committee.[227]Destruction of documents[edit]In June 2016, a USA Today article reported that Donald Trump and his companies have been deleting emails and other documents on a large scale,[228]including evidence in lawsuits, sometimes in defiance of court orders and under subpoena since as early as 1973.[229][230][231]In October 2016, Kurt Eichenwald published new research findings in Newsweek. The findings were first published by Paul Singer[232]on June 13, 2016[233]and gained larger attention[234][235]after a new report in Newsweek on October 31, 2016. According to Newsweek, Trump and his companies "hid or destroyed thousands of documents" involving several court cases from as early as 1973."Over the course of decades, Donald Trump's companies have systematically destroyed or hidden thousands of emails, digital records and paper documents demanded in official proceedings, often in defiance of court orders.... In each instance, Trump and entities he controlled also erected numerous hurdles that made lawsuits drag on for years, forcing courtroom opponents to spend huge sums of money in legal fees as they struggled—sometimes in vain—to obtain records."— Kurt Eichenwald, Donald Trump's Companies Destroyed Emails in Defiance of Court Orders Newsweek, October 31, 2016In 1973 Trump, his father and their company were in court for civil charges for refusing to rent apartments to African Americans. After their lawyers had delayed court requests for documents for several months, Trump, then being under subpoena, said his company had destroyed corporate records of the past six months "for saving space". In a court case beginning in 2005 against Power Plant Entertainment, LLC, an affiliate of real estate developer Cordish Cos., it was revealed that Trump's companies had deleted the data requested by court.[236]Cordish Cos. had built two American Indian[237]casinos in Florida under the Hard Rock brand and Donald Trump accused them of cheating him out of that deal. Nonetheless, Trump's lawyers had refused to instruct workers to keep all records related to the case during litigation.[229]Trump had established a procedure to delete all data from their employees' computers every year at least since 2003,[234]despite knowing at least since 2001 that he might want to file a lawsuit. Even after the lawsuit was filed, Trump Hotelsdisposed of a computer of a key witness without having made a backup of the data. A former general counsel of the Trump casino unit confirmed that all data were deleted from nearly all companies' computers annually. Trump and his lawyers claimed they were not keeping records and digital data although it was revealed that Trump had launched his own high-speed internet provider in 1998 and an IBM Domino server had been installed for emails and digital files in 1999.[229][235]

Well, first of all, here are some facts we know about Donald Trump:Before the 2016 election:In 1973, he and his father were sued for housing discrimination against blacks—and lost.In 1989, he took out a full-page ad in several newspapers calling for the execution of “The Central Park 5,” five teens who had been accused of beating and raping a woman who was jogging through Central Park. Even though they were later exonerated through DNA evidence, Trump continued to deny their innocence.In 1990, nearly $1 billion in personal debt, he reached an agreement with his bankers to avoid personal bankruptcy.In 1991, the Trump Taj Mahal filed for Chapter 11 bankruptcy protection.In 1992, the Trump Plaza and the Trump Castle casinos filed for bankruptcy.In 2004, Trump Hotels & Casino Resorts Inc. filed for Chapter 11 bankruptcy.In 2005, he established Trump University, which later closed after several lawsuits claiming fraud which he settles for $25 million.He has bragged about stiffing contractors for their work, then daring them to sue him, claiming access to an army of lawyers that would just break them in court. Contractors bidding on work for Trump began adding what they called a “Trump tax” to their bids, figuring that if they overcharged, they would be more likely to get at least what they would have charged if Trump had been an honest businessman.In his 2015 announcement speech, he said, “When Mexico sends its people, they're not sending their best...They're sending people who have lots of problems. They're bringing drugs, they're bringing crime, they're rapists, and some, I assume, are good people.”He called for a “complete shutdown of Muslims entering the united States until our country’s representatives can figure out what is going on.” Note, not just Muslims from certain countries. Muslims. Period.In September 2016, New York Attorney General Eric Schneiderman said his office was investigating Trump’s charitable foundation. It is later shut down: “The dissolution of the Donald J. Trump Foundation resolves one element of the attorney general's civil lawsuit against the foundation, which includes claims that the President and his three eldest children -- Don Jr., Ivanka and Eric -- violated campaign-finance laws and abused its tax-exempt status. Rather than operating it as a genuine charity, the lawsuit alleges, they instead allowed it to be used ‘as little more than a checkbook to serve Mr. Trump's business and political interests.’” (Trump Foundation agrees to dissolve under court supervision) He actually used money from the “charity” to buy a portrait of himself. The facts surrounding this are ridiculous, something out of a terribly conceived and written movie. He used a straw bidder at an auction to purchase the portrait to ensure that it went for the highest price!He promoted the fake news that President Obama was not born in the United States, lied about investigators in Hawaii, and refused to budge on it until it simply became too untenable for him to hold onto the lie.In October 2016, the infamous Access Hollywood tape was released, in which Trump brags about what basically amounts to sexual assault.All of this—and more!—was a matter of public record before the election. Why would anyone think he would change, would run his presidency any differently?After the election:November 2016 is when he settles the Trump “University” lawsuit.He lied about not knowing about Trump, Jr’s meeting in Trump Tower with representatives of the Russian government who were offering dirt on Hillary Clinton.He has continually sided with Vladimir Putin over his own intelligence services on virtually every issue, praises and pals around with despots and dictators.He continued to pay off porn star Stormy Daniels, with whom he had had an affair while Melania was pregnant with Barron, after the election. The payoffs were to silence her before the election.He refuses to acknowledge the involvement of Saudi leader Crown Prince Mohammed bin Salman in the murder of a US resident in Turkey, Jamal Khashoggi.His speech and tweets have become even more irrational and disturbing, full of grammatical and spelling errors and promoting hoaxes and conspiracy theories that have been repeatedly debunked.The Mueller report concluded with at least ten instances of obstruction of justice by Trump in re investigating the Russian election interference issue, but Mueller says he could not indict because of DoJ policy not to indict a sitting president. “’If we had confidence after a thorough investigation of the facts that the President clearly did not commit obstruction of justice, we would so state,’ Mueller writes. ‘Based on the facts and the applicable legal standards, however, we are unable to reach that judgment.’" (Donald Trump Fast Facts)There’s much more, but finally, he attempted to extort the President of Ukraine, threatening to withhold military aid unless he instigated an investigation into a conspiracy involving a DNC server and Hunter Biden, then Vice-President Joe Biden’s son, and his work with Burisma. This has become increasingly clear through evidence provided by two whistle blowers and testimony delivered to Congress, especially the latest from Ambassador to Ukraine Bill Taylor.ALERT: If religious talk offends you, stop reading here.I appreciate what Christian author Andy Crouch had to write after the release of the Access Hollywood tape:What Trump is, everyone has known and has been able to see for decades, let alone the last few months. The revelations of the past week of his vile and crude boasting about sexual conquest—indeed, sexual assault—might have been shocking, but they should have surprised no one.Indeed, there is hardly any public person in America today who has more exemplified the “earthly nature” (“flesh” in the King James and the literal Greek) that Paul urges the Colossians to shed: “sexual immorality, impurity, lust, evil desires, and greed, which is idolatry” (3:5). This is an incredibly apt summary of Trump’s life to date. Idolatry, greed, and sexual immorality are intertwined in individual lives and whole societies. Sexuality is designed to be properly ordered within marriage, a relationship marked by covenant faithfulness and profound self-giving and sacrifice. To indulge in sexual immorality is to make oneself and one’s desires an idol. That Trump has been, his whole adult life, an idolater of this sort, and a singularly unrepentant one, should have been clear to everyone.And therefore it is completely consistent that Trump is an idolater in many other ways. He has given no evidence of humility or dependence on others, let alone on God his Maker and Judge. He wantonly celebrates strongmen and takes every opportunity to humiliate and demean the vulnerable. He shows no curiosity or capacity to learn. He is, in short, the very embodiment of what the Bible calls a fool.Speak Truth to TrumpThose first and last lines say it all: What Trump is, everyone has known and has been able to see for decades, let alone the last few months…He is, in short, the very embodiment of what the Bible calls a fool. He is now what he has always been: an unrepentant pathological liar, a malignant narcissist, a fool. While that, in and of itself, is not sufficient to impeach, it is also probable that he has committed crimes while in office, and a full-blown impeachment process would determine if he has; however, let’s be clear: it is not necessary to prove criminal behavior to impeach:For the more than 200 years since the Constitution was adopted, Congress has seriously considered impeachment only 18 times. Thirteen of these cases involved federal judges. The “high crimes and misdemeanors” that the House charged against these judges included being habitually drunk, showing favoritism on the bench, using judicial power unlawfully, using the office for financial gain, unlawfully punishing people for contempt of court, submitting false expense accounts, getting special deals from parties appearing before the court, bullying people in open court, filing false income tax returns, making false statements while under oath, and disclosing confidential information.Only three of the 18 impeachment cases have involved a president — Andrew Johnson in 1868, Richard Nixon in 1974, and Bill Clinton in 1998……In 1974, the House Judiciary committee voted three articles of impeachment. One accused Nixon of obstruction of justice. Another accused him of abuse of power. The third charged him with contempt of Congress for defying the committee’s requests to produce documents. Nixon resigned the presidency before the whole House voted on the articles.High Crimes and Misdemeanors (emphasis mineTrump is arguably guilty as sin of all three of these, and quite possibly the others highlighted. An impeachment is the only way to bring out the truth.