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AMAZON HELPLINE NO. 09679824416**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.

Several years ago, I wrote a document titled "Licensing 101" (Page on danashultz.com), which provides an overview of licensing in FAQ format (some of the discussion is specific to the U.S.). I suspect that there are several aspects of licensing explained in that document that you will find interesting.Here is the content of that document:1. What is a license?A license grants permission to do something that is not allowed if the license is not granted. Stated differently, a license is a waiver of a right to sue for conduct that is actionable if the license is not granted.The license is granted by the licensor to the licensee. The licensor retains ownership of the subject matter to which the license applies and, usually, receives compensation for granting the license. Some of the important characteristics of a license are:Whether the licensee’s rights are restricted to a specified territory or may be exercised worldwideWhether the license is for a specified term or is of potentially infinite durationWhether the license is restricted to a certain industry or field of useWhether, and under which circumstances, the license may be revokedWhether the licensee may grant sublicenses of some or all of its rights to third parties (in which case the licensee becomes a sublicensor and the third parties become sublicensees)2. What can be licensed?The licensor can grant all or any subset of its rights in the subject matter, short of transferring ownership. The rights often are expressed in terms of intellectual property (IP) protection. For example:Copyright – the right to reproduce, prepare derivative works, prepare copies, perform publicly or display publicly (17 U.S.C. § 106)Patent – the right to exclude others from making, using, selling, offering for sale or importing the claimed invention (35 U.S.C. § 271)Trademark – the right to prevent others from using a confusingly similar mark (15 U.S.C. § 1114)Trade secret – the right to use information that derives value from not being generally known and is subject to reasonable efforts to maintain secrecy (See, e.g., Uniform Trade Secrets Act § 1[4])Sometimes the license grants rights that pertain to a product rather than its IP. For example, most software licenses grant the right to use the software (subject to certain limitations) rater than granting rights under any copyrights, patents or trade secrets that may apply to the software.3. Why is licensing so widespread?There are countless business reasons why it can make business sense to grant licenses. Here are some examples:So the licensor can receive revenue that reflects the amount of use by the licensee (such as when software is licensed on a per-user or per-computer basis)So the licensor can exercise control and maintain quality standards (such as when a franchisor licenses use of a name to a franchisee)So an IP owner can take advantage of the revenue-generating capability of a small number of industry leaders (such as when NTP forced Research in Motion to enter into a patent license and settlement agreement for $612.5 million)So multiple licensees can help a licensor gain market share quickly (such as when Microsoft licensed DOS and Windows to PC manufacturers while Apple restricted its operating systems to Macintosh computers)4. How much does a license cost?There are many different ways to set licensee fees. One of the simplest (mentioned above) is the prevalent per-user or per-computer fee for software licenses.The pricing for patent licenses, on the other hand, tends to be more complicated, typically including variations on the following:A non-refundable up-front paymentRecurring payments (often quarterly or annual) that server as advances against royalties or minimum royalty paymentsRoyalties computed as a percentage of revenue that the licensee receives from sale of products that incorporate the licensed technology (See below, however, for a discussion of some of the problems that arise in trying to define revenue properly for royalty-calculation purposes.)5. Can license terms be negotiated?The general answer is “yes” – there is no “standard” license agreement. However, there are times when the licensor is in a position to dictate terms to the licensee so that negotiation is, effectively, impossible. For example:· Software purchased at retail routinely comes with a “shrink-wrap” license on paper and on the software CD. In addition, the software may require acknowledgement of the license terms when the software is installed. The user is instructed to return the software for a refund if s/he does not agree with the license terms.· Similarly, online services typically require that the user accept the terms of a “click‑through” agreement, which includes license provisions, before using the service.· Some companies either are so large or otherwise are so dominant in their fields that they can dictate terms on a “take it or leave it” basis to licensees.6. Which license provisions tend to be the focus of negotiations?The following provisions tend to receive the most attention, and require the most time, when license agreements are negotiated:What will be the scope of the license (industries covered, geographic restrictions, amount and type of use, right to grant sublicenses, etc.)?Will the license be exclusive or non-exclusive? (Exclusivity, if offered, usually costs much more.)What will the price be? (For revenue-based royalties, there can be lengthy discussions about how to handle components vs. finished products, discounts, taxes, transportation charges, returned or damaged goods, etc.)What will the licensor provide with respect to warranties and indemnification for third-party claims?What will the parties’ respective limitations of liability and damages be?7. Are some provisions unique to patent licenses?Yes. Aside from pricing considerations discussed above, the following are examples of unique issues that patent licenses raise:· Third-party infringement – The licensee often will want the licensor to bring suit against any third-party infringer because the infringement reduces the value of the license. If the licensor does not want to take on this responsibility, it may give the licensee the right to sue the infringer. However, the licensee must be an exclusive licensee “with all substantial rights” to be able to exercise that right. Fieldturf, Inc., et al. v. Southwest Recreational Industries, Inc., 357 F.3d 1266 (Fed. Cir., 2004)· Patent expiration – If the underlying patents expire, a patent licensee need not make further license payments to the licensor. Brulotte, et al. v. Thys Co., 379 U.S. 29 (1964); Zila, Inc. v. Tinnell, 502 F.3d 1014 (9th Cir. 2007) It, thus, can be in the licensor’s interest to characterize the license as pertaining not just to one or more patents, but also to some other rights or products so payment obligations will continue even if the patents expire.8. What are “open source” licenses?“Open source” refers to software that is licensed on terms that give users the freedom to run, copy, distribute, study, change and improve the software. As changes and improvements are contributed back to the open source community, the software is enhanced to everyone’s benefit. Open source is contrasted with proprietary software, the source code for which is under the licensor’s tight control.One of the best-known open source licenses is the GNU General Public License, usually referred to as the “GPL” (GNU General Public License). An extensive list of open source licenses is available at Licenses & Standards.9. Which licenses are required to perform or record someone else’s music?No license is required to perform or record music that is in the public domain (i.e., that is not subject to copyright). This category includes, for example, classical music that was composed centuries ago.For music that is subject to copyright in the U.S.:A license to perform the music publicly may be available from a licensing agency that represents the work – ASCAP (Welcome to ASCAP - the world leader in performance royalties, advocacy and service for songwriters, composers and music publishers), BMI (Broadcast Music, Inc. (BMI)), or SESAC (SESAC Home).A “mechanical” license to record the music can be obtained, subject to certain conditions, from the Harry Fox Agency (HFA) under the compulsory license provisions of 17 USC § 115.10. Are there special rules where the U.S. government is the licensee?Yes. The U.S. government does not license rights under patents or copyrights. Instead, it acquires rights under its eminent domain powers and pays reasonable compensation to the patent or copyright holder. The starting point is to file a claim with the applicable government department in accordance with the applicable provisions set forth in the Code of Federal Regulations.11. What should I look out for in international license agreements?International considerations tend to make negotiation of choice-of-law and jurisdictional provisions both more important and more contentious. You might want to consider a neutral dispute-resolution venue, such as the World Intellectual Property Organization or the International Chamber of Commerce.The United Nations Convention on Contracts for the International Sale of Goods is, roughly, the international equivalent of the Uniform Commercial Code. Parties to international license agreements often expressly exclude the Convention (which is allowed by its Article 6), because they want their negotiated terms, rather than general terms designed for international shipment of tangible goods, to govern the license.Moral rights are the rights of a creator to control the fate of his or her work, thus protecting the personal and reputational value of the work. These may include the right to receive or decline credit, prevent alteration, control ownership, or dictate whether or how the work is displayed. Whereas in the U.S. moral rights apply primarily to visual art under the Visual Artists Rights Act of 1990 (17 U.S.C. § 106A), in many other countries moral rights apply much more broadly. Because moral rights are personal, they cannot be assigned, but they can be waived. As a result, a licensee who requires licensor representations about ownership of the licensed subject matter should ensure that moral rights are addressed appropriately.12. How can I protect my company if I am concerned about the financial viability of the other party to a license agreement?First, you may be able to perfect your license rights, to establish priority over certain third parties, by recording the license agreement in two ways:State – Section 9-505 of the Uniform Commercial Code allows licensors to file financing statements, using the terms “licensor” and “licensee” rather than “secured party” and “debtor”.Federal – Patent licenses can be recorded online under the Electronic Patent Assignment System (USPTO. EPAS.), and trademark licenses can be recorded online under the Electronic Trademark Assignment System (USPTO. ETAS.). There is no online recordation of copyright licenses; information about manual recordation is available at Recordation of Transfers and Other Documents.Second, the following protections are available to licensees:In bankruptcy, if the debtor/licensor rejects an executory license, Bankruptcy Code § 365(n) allows the licensee to (a) treat the license as terminated and assert damages for breach or (b) retain its rights under the license. (This does not apply to trademark or service mark licenses.)An object-code software licensee may be able to persuade the licensor to put source code into an escrow for the licensee’s benefit if the licensor goes out of business or otherwise fails to support the software adequately.

Congressional Bills often contain ten Titles, as does this one, and a Title sometimes includes as many as twenty subheadings, each with important detail regarding eligibility, reprogrammed money from prior allocation, therefore in addition to including the Wall Street Journal graphic summary, I am including the National Law Review's 20 page summary of the detail.Title I – HealthcareOne-time, one-year Increase to Physician Fee Schedule payments for 2021The legislation creates a one-time, one-year, 3.75 percent increase in Medicare Physician Fee Schedule payments to support physicians and other clinicians. This increase adjusts the upcoming effects of the CY 2021 physician fee schedule budget neutrality rules.The increase is intended to provide relief to physicians and other clinicians during the COVID-19 public health emergency.Medicare Sequestration Delayed an Additional Three MonthsSection 102 of the legislation extends the suspension of sequestration for Medicare fee-for-service payments by an additional three (3) months.This suspension adds on to the relief originally provided by the CARES Act, Section 3709, codified at 2 U.S.C. 901(a). Sequestration, which has been in place since 2013, results in a two percent (2%) reduction in payments to Medicare providers and suppliers.The CARES Act had suspended this payment reduction from May 1, 2020, to December 31, 2020, with sequestration scheduled to resume January 1, 2021. Section 102 extends the termination date to March 31, 2021. Prominent provider trade associations had requested a longer period of suspension.These changes are in addition to the other changes included within the larger appropriations bill, which are outside of the immediate scope of this article. It should be noted, however, that these changes will impact health care providers and in many cases will increase reimbursement or access to funds.Title II – Assistance to Individuals, Families, and BusinessesSubtitle A – Unemployment Insurance; Chapter 1 – Continued Assistance to Unemployed WorkersSubchapter I – Extension of CARES Act Unemployment Provisions. Time Periods and Eligibility for Expanded PUA BenefitsThe legislation extends Pandemic Unemployment Assistance (“PUA”) benefits, a federal program covering the self-employed and gig workers, from December 31, 2020, to March 14, 2021.Individuals will be eligible for up to 50 weeks of PUA. Individuals who already receive PUA will continue to be eligible for up to a total of 50 weeks of PUA. However, no individuals will be eligible to receive PUA after April 5, 2021.Payment of retroactive PUA for those who had already exhausted the prior maximum is limited to weeks of unemployment after December 1, 2020.AppealsAn individual may appeal any decision regarding PUA made by a state agency.Appeals filed by individuals residing in certain U.S. territories will be carried out by the applicable entity within the state in the same manner as appeals regarding regular unemployment compensation.Waiver of PUA OverpaymentsState agencies can waive repayment requirements for individuals who mistakenly received overpayment for PUA to which they were not entitled, if the overpayment was not the individual’s fault and such repayment would be contrary to equity and good conscience.Extension of Benefits for Government and Nonprofit EntitiesThe legislation also extends emergency unemployment benefits for government entities and nonprofit organizations from December 31, 2020, to March 14, 2021.Time Periods and Eligibility for Extended FPUC BenefitsThe legislation provides Federal Pandemic Unemployment Compensation (FPUC) in the amount of an additional $300 per week, also known as the “federal bump,” beginning after December 26, 2020, and ending before March 14, 2021, for up to 24 weeks of unemployment. Individuals who are already receiving FPUC will continue to receive FPUC until they have exhausted all of it.However, no individuals will be eligible to receive FPUC in any week after April 5, 2021.This legislation also provides rules to states regarding how to properly administer FPUC in conjunction with other unemployment benefits, such as extended compensation.Extension of Federal Funding for States Waiving Waiting Week RequirementsStates will be reimbursed for the cost of waiving the “waiting week” requirement for regular unemployment compensation through March 14, 2021.However, the reimbursement percentage for weeks ending after December 26, 2020, will now be set at 50% instead of 100%.Extension of Emergency State Staffing FlexibilityState unemployment offices have temporary, emergency authority to use nonmerit staff through March 14, 2021.Extension of Short-Time Compensation FundingFederal funding of Short-Time compensation, also known as Work-Share, is extended from December 31, 2020, to March 14, 2021. States with existing Short-Time compensation statutes will receive 100% funding, whereas states without existing statutory Short-Time compensation programs will receive 50% funding.Subchapter II – Extension of FFCRA Unemployment Provisions; Extension of Temporary Assistance for States with AdvancesAccumulation of interest on federal loans that states have taken in order to pay unemployment benefits is extended to March 14, 2021. The loans allow states with low balances in their unemployment trust funds to temporarily delay employer tax increases.Extension of Federal Funding of Extended Unemployment CompensationThe FFCRA provision that provided temporary full federal funding of Extended Benefits for high-unemployment states is extended through March 14, 2021.Subchapter III – Continued Assistance to Rail Workers; Expansion and Extension of Benefits For Railroad WorkersThe legislation reinstates the “federal bump” for unemployed railroad workers in the amount of $600 per registration period, beginning after December 26, 2020, until March 14, 2021.Funds appropriated under the Railroad Unemployment Insurance Act will be available to cover the cost of additional extended unemployment benefits.Subchapter IV – Improvements to Pandemic Unemployment Assistance to Strengthen Program IntegrityAssistance to states to upgrade their unemployment insurance systemsTo allow states to be better prepared to handle a surge in claims, adjust wage replacement levels, adjust earnings disregards, vary benefits over time, as well as automate a number of processes which are currently done manually in many states.Implements a number of provisions to improve the integrity of the program by improving use of the electronic systems states use to detect and prevent fraud and those employers use to communicate with the state unemployment agency, and provides the Department of Labor with additional authority to hold states accountable for their performance.Subchapter V – Return to Work Reporting RequirementEmployers have a method to report if an employee refuses to return to workPlain language about returning to workSubchapter VI – Other Related Provisions and Technical CorrectionsPay an extra $100 per week to individuals who have at least $5,000 a year in self-employment income, but are disqualified from receiving Pandemic Unemployment Assistance because they are not eligible for regular state unemployment benefits.This mixed-earner supplemental benefit would be added to the FPUC and would terminate along with it on March 14, 2021.This provision does not take effect until the state elects to participate in this section and becomes effective on the later of the date of election or the enactment of this provision.Application of Special Rules to Money Purchase Plans“Coronavirus-Related Distribution”A “coronavirus-related distribution,” as defined under the CARES Act, has been amended to include in-service withdrawals from money purchase pension plans.Amendment applies as if included in the CARES Act (i.e., distributions made on or after January 1, 2020, and before December 31, 2020).Election to Terminate Transfer Period for Qualified Transfers from Pension Plan for Covering Future Retiree CostsPermits employer/sponsor of pension plan the ability to make an election to terminate any existing transfer period effective as of any taxable year specified by the sponsor.Specified taxable year must begin after the election date.Assets previously transferred to either health benefits or life insurance account in prior, qualified future transfer (and related income), which were not used as of the election effective date, are required to be transferred back to transferor plan within a reasonable amount of time.Assets transferred back to transferor plan are treated for certain purposes as an employer reversion, unless an equivalent amount is transferred back to the applicable health benefits or life insurance account prior to the end of the five-year period beginning after the original transfer.Provision is effective for taxable years beginning after December 31, 2019.Subtitle B – COVID-related Tax Relief Act of 2020Individual RebatesThe Act provides to individuals a second round of direct payments that are modeled after the refundable tax credits included in the CARES Act, with some modifications.The bill provides a $600 refundable tax credit for individuals ($1,200 for taxpayers filing jointly). In addition, taxpayers with qualifying children will receive $600 for each child.Similar to the CARES Act, the rebate starts to phase out at adjusted gross income of $75,000 for singles, $112,500 for heads of household, and $150,000 for taxpayers filing joint returns at the rate of 5% of the taxpayer’s adjusted gross income in excess of the phase-out amount. It phases out entirely at $87,000 for single taxpayers with no children and $174,000 for taxpayers filing joint returns with no children.A taxpayer generally needs to have a valid social security number in order to be eligible for the rebate. However, unlike the CARES Act, in the event married taxpayers file joint returns and one spouse has a valid social security number while the other does not, the taxpayers are eligible for a payment of $600, plus $600 for each child who has a valid social security number.Extension of Payroll Deferred Payroll under Notice 2020-65President Trump previously authorized the deferral of the employee’s share of social security taxes and railroad retirement taxes. Such amounts were originally deferred until April 30, 2021 and contained provisions for employers to withhold such amounts from employee payments through that date.The Act extends the repayment date to December 31, 2021.President Trump previously asked for forgiveness of such deferred amounts. The final bill extends the due date, but does not provide a permanent holiday.Clarifying Application of Educator Expense Tax DeductionThe CARES Act provided a deduction for educator expenses. The Act directs the Secretary of Treasury to issue guidance that educator expenses include such items as personal protective equipment, disinfectants and other supplies use to combat the spread of COVID-19.Clarification of Tax Treatment of Forgivingness of PPP LoansThe CARES Act provided that amounts forgiven under the PPP loan provisions should be excluded from gross income.In May, 2020, the Department of Treasury provided guidance in Notice 2020-32 that any expenditures attributed to amounts forgiven PPP loan would be treated as non-deductible expenses.Congress “clarified” that expenditures related to a forgiven PPP loan will continue to be deductible according to normal tax rules. Further, no adjustments will be made to tax basis of assets, or other reduction in tax attributes, on account of the forgiveness of such a loan.A special rules address owners of partnerships and S corporations and provide that the forgiveness of the loan will be treated as exempt income for purposes of allocating income and the related adjustments to the basis of the owners’ interest in the partnership or S corporation.Tax Treatment of Subsequent PPP Loans, Other Covered Loans and Other Relief Programs.The tax treatment afforded to amounts forgiven under the PPP Loans will also apply to the subsequent PPP loans.Similar tax treatment will apply to recipients of forgiven indebtedness described in Section 1109(d)(2)(D) of the CARES Act (Treasury Program Management Authority).Likewise, the same treatment extends to other relief provisions under the CARES Act, such as the receipt of emergency EDIL grants and loan repayment assistance under the subsidy for certain SBA loans.Targeted EIDEL advances and Grants for Shuttered Venue Operators likewise receive similar favorable treatment, and such amounts may be excluded from income, without the disallowance of expenses, basis adjustments or loss of tax attributes.Tax Treatment of Emergency Financial Aid Grants.Students that receive grants of emergency aid from an institution of higher education pursuant to emergency financial aid under Section 3504 of the CARES Act may be excluded from the taxable income of the recipient.Relief from Information ReportingThe Act authorizes the Secretary of the Treasury to provide exceptions from any requirement to file information returns related to the exclusion from income for any forgiven loans or other relief programs.Special Rules for Money Purchase PlansA “coronavirus-related distribution,” as defined under the CARES Act, has been amended to include in-service withdrawals from money purchase pension plans.Amendment applies as if included in the CARES Act (i.e., distributions made on or after January 1, 2020 and before December 31, 2020).Waiver of Certain Modifications to Farming LossesThe CARES Act changed the carryback provisions from two years to five years for net operating losses from farming.The Act now provides that taxpayers may elect to waive the five year carryback and retain the original two year carryback.Additionally, taxpayers are permitted to revise previously made elections with respect to the carryback.Modification to Tax Collection ContractsThe Act modifies the provisions related to information sharing for private collection contracts related to supplemental social security and social security disability insurance beneficiaries. Such amounts may now be part of IRS private debt collection activities.Information Sharing with Respect to Student Loan ApplicantsThe Act reinstates taxpayer confidentiality protections related to disclosures made in connection with student loan applicants. The Act reinstates protections under Section 6103 of the Internal Revenue Code (the “Code”) that were previously removed as part of the CARES Act.Election to Terminate Transfer Period for Qualified Transfers from Pension Plan for Covering Future Retiree Costs.Permits employer/sponsor of pension plan the ability to make an election to terminate any existing transfer period effective as of any taxable year specified by the sponsor.Specified taxable year must begin after the election date.Assets previously transferred to either health benefits or life insurance account in prior, qualified future transfer (and related income), which were not used as of the election effective date, are required to be transferred back to transferor plan within a reasonable amount of time.Assets transferred back to transferor plan are treated for certain purposes as an employer reversion, unless an equivalent amount is transferred back to the applicable health benefits or life insurance account prior to the end of the 5-year period beginning after the original transfer.Provision is effective for taxable years beginning after December 31, 2019.Modifications to the Credits for Paid Sick and Family LeaveThe FFCRA previously provided for mandatory leave for paid sick leave and family leave for small employers (fewer than 500 employees). The provisions provide for a maximum number of paid hours in different categories of leave. Employers receive a tax credit for providing such payments, subject to income limits and caps. Details of the original program may be found here.Originally, such provisions terminated effective December 31, 2020.The Act provides that eligible employers may continue to provide the paid sick leave and family leave through March 31, 2021. Employers that “opt in” to the paid leave will continue to be eligible for the corresponding tax credit. However, the number of eligible hours for each employee in each category is not reset.The paid leave provisions are expanded to cover self-employed individuals so that eligibility is determined in the same manner as if they worked for a third party employer.Self-employed individuals may opt to calculate eligible benefits by using daily average net earnings from 2019 instead of basing such calculations only on 2020 income.The Act also contains technical corrections to the determination of qualified wages and the exclusion from OASDI tax.Title III – Continuing the Paycheck Protection Program and Other Small Business SupportEconomic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues ActPaycheck Protection Program (PPP) LoansEligibility: Adds that housing cooperatives, destination marketing organizations, certain 501(c)(6) organizations and certain individual stations, newspapers, and public broadcasting organizations are eligible for PPP loans (as defined in the Act).Provides that businesses that were not in operation on February 15, 2020, publicly traded companies, and businesses that receive a shuttered venue operator grant are ineligible for a new PPP loan.Use of Proceeds: Expands the allowable uses of PPP loan proceeds to include covered operations expenditures, covered property damage costs, covered supplier costs, and covered worker protection expenditures (as defined in the Act) and extends the covered period to utilize PPP funds to March 31, 2021.Expands the definition of “payroll costs” to include group life, disability, vision, and dental insurance benefits. Permits PPP borrowers to choose between an eight-week and 24-week covered period. Prohibits the use of PPP loan proceeds for lobbying activities.Loan Increases: Permits PPP borrowers that have not yet received loan forgiveness and returned all or part of a PPP loan or did not take the full amount of a PPP loan to request a modification to the loan in the amount of the difference.Loan Forgiveness: Implements a simplified loan forgiveness process for PPP loans of less than $150,000.Disclosures: Requires PPP borrowers to disclose if a covered individual directly or indirectly holds a 20% or more interest in the PPP borrower. “Covered individual” includes the president, vice president, head of an executive department, member of Congress, or any of their spouses. On and after the date of enactment of the Act, PPP loans can’t be made to entities for which a covered individual directly or indirectly holds a 20% or more interest in the entity.PPP Second Draw Loans - $284.45BEligibility: Companies, including non-profit organizations, that received a PPP loan and used the full amount of the loan for permitted purposes are eligible for a PPP Second Draw Loan if the company has fewer than 300 employees and had gross receipts during a specified quarter 2020 that reflect at least a 25% reduction from the gross receipts of the company during the same quarter in 2019.Companies can only receive one PPP Second Draw Loan.Maximum Loan Amount: The maximum loan amount is the lesser of 2.5 times the applicant’s average monthly payroll costs or $2 million. There are different methods for calculating the maximum eligible loan amount for seasonal employers and companies that were not in business for the one-year period prior to February 15, 2020.The maximum loan amount for companies with a NAICS code beginning with 72 (i.e., those in the Accommodation and Food Service Industry) is the lesser of 3.5 times the applicant’s average monthly payroll costs or $2 million.Affiliation: The affiliation rules applicable to the PPP loan program will continue to apply to the PPP Second Draw Loans. Similarly, the affiliation exemptions for companies in the Accommodation and Food Service Industry, certain franchises, and businesses that receive financial assistance from a Small Business Investment Company apply to the PPP Second Draw Loans.Attestation of Eligibility: For loans of $150,000 or less, the applicant may submit a certification attesting to its eligibility for the applicable revenue loss requirement. The applicant must submit supporting documentation on or before its submission of its loan forgiveness application.Loan Forgiveness: PPP Second Draw Loans are eligible for full loan forgiveness based on the following eligible costs incurred or expenditures made during the covered period:(i) payroll costs; (ii) interest on a covered mortgage obligation; (iii) covered operations expenditure; (iv) covered property damage cost; (v) payment on a covered rent obligation; (vi) covered utility payment; (vii) covered supplier cost; and (viii) covered worker protection expenditure. For loan forgiveness purposes, at least 60% of the loan proceeds must be used for payroll costs.Ineligible Companies: Identifies several categories of companies that are ineligible for PPP Second Draw Loans, including companies with certain ties to China or Hong KongTitle X (Section 1102)Extends the availability of funds to compensate government contractors for certain paid leave set forth in Section 3610 of the CARES Act through March 31, 2021.Grants for Shuttered Venue OperatorsAuthorizes $15 billion for the SBA to make grants to eligible live venue operators or promoters, theatrical producers, live performing arts organization operators, museum operators, motion picture theatre operators, or talent representatives who demonstrate a 25 percent reduction in revenues.The SBA may make an initial grant of up to $10 million to an eligible person or entity and a supplemental grant that is equal to 50 percent of the initial grant.Such grants shall be used for specified expenses such as payroll costs, rent, utilities, and personal protective equipment.Requires the administrator to conduct increased oversight of eligible persons and entities receiving these grants. The administrator must submit a report on the oversight to Congress.Targeted EIDL Advance for Small Business Continuity, Adaptation, and ResiliencyProvides additional funding for EIDL Advances for eligible entities located in low-income communities.Limits the EIDL Advance amount for entities in low-income communities that previously received an Emergency EIDL Grant to the difference between the previously received grant and $10,000.Requires that the administrator notify eligible entities that they may be eligible for an EIDL Advance if: (1) the entity previously received an Emergency EIDL Grant; and (2) entities that applied for, but did not secure an Emergency EIDL Grant because of funding unavailability.Allocates $20 billion to EIDL Advances provided under this section.Extends the covered period to December 31, 2021Emergency EIDL GrantsExtends the covered period for Emergency EIDL grants through December 31, 2021.Provides the Administrator with additional flexibility for the SBA to approve applications and verify that applicants have submitted accurate information.Extends the time for the Administrator to approve applications for Emergency EIDL grants and disburse funds from 3 to 21 days.Increases the appropriation for Emergency EIDL grants from $20 billion to $40 billion.Repeal of EIDL Advance DeductionExtends the covered period to December 31, 2021.Section 1110(e)(6) of the CARES Act is repealed, which eliminates the requirement that PPP borrowers deduct the amount of an EIDL advance from their PPP forgiveness amount.Includes a Sense of Congress resolution that EIDL Advance borrowers should be made whole without regard to whether those borrowers are eligible for PPP forgiveness.Provides for rulemaking authority to ensure that EIDL Advance borrowers are treated equally with respect to the repeal of Section 1110(e)(6) of the CARES Act. For those EIDL Advance borrowers who completed the loan forgiveness process prior to the repeal of Section 1110(e)(6), the rules should provide relief for the previously required deduction from the PPP forgiveness amount.Title IV – TransportationSubtitle A – Airline Worker Support ExtensionPandemic Relief for Aviation WorkersExclusively for the payment of employee wages, salaries, and benefits, the law[1] provides passenger air carriers with up to $15 billion in relief and provides aviation contractors with up to $1 billion in relief.Corporate officers are not included as employees, and contractors include people working under contract for passenger air carriers in catering jobs or jobs related to operating airline services, as well as subcontractors.The law enables the Secretary of the Treasury (the “Secretary”) to use other CARES Act funds for costs and administrative expenses in providing the above-mentioned relief.Procedures for Providing Payroll SupportThe law provides the formula by which the Secretary will allocate financial assistance for aviation workers.The formula for providing payments is proportionally based on the amounts of relief passenger air carriers (including carriers that do and carriers that do not file reports under part 241 of Title 14, Code of Federal Regulations) and contractors either received under Section 4113 of the CARES Act; OR, for passenger air carriers or contractors that: (i) either did not receive funding under the CARES Act; or (ii) so elect, then the amounts of payments will be proportionally based on certain specified financial metrics for passenger air carriers (including carriers that do and carriers that do not file reports under part 241 of Title 14, Code of Federal Regulations) and contractors in the relevant sub-sections.Remaining procedures pertain to required forms and deadlines, which must be the same as previously used for recipients of aid under Section 4113 of the CARES Act or, for new recipients, with forms and terms and conditions that are the same as similarly situated recipients.Initial payments for immediate payroll assistance are to follow no later than 10 days after the enactment of the new law, and the Secretary shall further determine logistics for subsequent payments and pro rata reductions.Required AssurancesEligibility for financial assistance depends on the passenger air carriers and contractors entering into agreements, or otherwise certifying to the Secretary, that they will provide certain assurances, including, broadly: (i) they will not conduct involuntary furloughs and will not reduce pay rates and benefits (for passenger air carriers, until March 31, 2021, and for contractors, until March 31 2021, or the date the contractor spent the assistance); (ii) they will not buy back equity securities (e.g., stock) or pay capital distributions (e.g., dividends) through March 31, 2022, for passenger air carriers, and for contractors, through March 31, 2022, or as of when the contractors expended the assistance; (iii) they must meet the requirements of Sections 405 and 406, protecting collective bargaining agreements and including limitations on executive pay, respectively; and (iv) they will recall involuntarily furloughed employees and, in the process, also provide compensatory pay for lost pay and benefits during the time they were furloughed and ensure the restoration of rights and protections for such furloughed employees as if they had not been furloughed.With respect to the assurances in (iv) above, certain time periods vary depending on whether the passenger air carriers and contractors in question previously received financial assistance under Title IV of the CARES Act.Protection of Collective Bargaining AgreementsThe law prevents the Secretary and anyone from the federal government, generally, from conditioning aid on requiring a union bargaining unit to negotiate pay or other terms and conditions of employment.Limitation on Certain Employee CompensationPassenger air carriers and contractors that receive aid must enter into agreements with the Secretary that, from October 1, 2020, through October 1, 2022, impose the following compensation restrictions:Total compensation above $425,000 for any individual employee is Norwegian top Level Domain retirement or severance package for any individual employee can exceed twice the maximum total compensation during 2019.Further, no officer or employee whose total compensation exceeded $3,000,000 in 2019 may receive in excess of $3,000,000 and 50% of the excess over $3,000,000 of the total compensation received in 2019.“Total compensation” includes salary, bonuses, awards of stock, and other financial benefits.Minimum Air Service GuaranteesThrough March 1, 2022, the Secretary is empowered to require air carriers that received aid to maintain their scheduled air transportation to ensure services to any point that the air carrier served before March 1, 2020.Exercise of this authority must take into consideration various factors, including, but not limited to, the needs of small and remote communities, the need to maintain well-functioning health care supply chains, and the impacts of consolidated operations of covered air carriers, which has led to the loss of air service at a number of airports and communities.Taxpayer ProtectionWith respect to recipients of aid under Section 4113 of the CARES Act that now receive aid under the new law, the law permits the Secretary to accept warrants, options, preferred stock, debt securities, notes, or other financial instruments issued by the aid recipients to provide appropriate compensation for the government for the aid provided.This similarly applies to recipients of aid under the new law that did not previously receive aid under Section 4113 of the CARES Act.ReportsBy May 1, 2021, the Secretary must submit a report to Congress on the financial assistance provided to passenger air carriers and contractors, including such details as the aid provided, audits conducted, and instances of noncompliance by aid recipients.The law creates duties for the Secretary to update relevant website and report contents required under the law and provides for the protection of certain data.CoordinationThe Departments of Transportation and Treasury are required to coordinate in the administration of these Title IV provisions.Funding$16 billion is appropriated for the foregoing provisions.CARES Act AmendmentsThe law amends certain CARES Act provisions to prevent certain unintended consequences regarding the ability of contractors to furlough workers and receive aid for those workers.Subtitle B – Coronavirus Economic Relief for Transportation Services ActFrom the date the law is effective through the later of March 31, 2021, or the date on which the funds are expended, the law provides $2 billion in aid to eligible providers of transportation services (e.g., bus operators, operators of passenger ferries, etc.).Eligibility for relief depends on various factors, including, in brief, certification of revenue loss of 25%+ on an annualized basis, as well as either having a total workforce of less than 500 employees (full-time, part-time, or temporary) and not being a subsidiary, parent, or affiliate of any other entity with a combined total workforce of more than 500 employees (full-time, part-time, or temporary) as of March 1, 2020, or having more than 500 employees (full-time, part-time, or temporary) and not having received aid under certain provisions of the CARES Act.There are various factors and considerations that influence the provision of relief under this subtitle, including the amount of debt owed by the transportation services provider, whether it receives other federal assistance, and the total revenues earned by such provider in 2019.Subtitle C – Motor Carrier Safety Grant Relief Act of 2020Relief for Recipients of Financial Assistance Awards from the Federal Motor Carrier Safety Administration (the “FMCSA”)For aid from the FMCSA awarded to recipients in fiscal year 2019 or fiscal year 2020, all applicable periods of availability during which recipients may expend such aid are extended under this subtitle for one (1) year.Subtitle D – Extension of Waiver AuthorityThis subtitle expands through fiscal year 2021 the Secretary of Transportation’s authority to waive or postpone any highway safety grant requirements under Sections 402, 404, 405, or 412 of Title 23, Section 4001 of the FAST Act, or 23 CFR Part 1300.Title V – BankingSubtitle A – Emergency Rental AssistanceEmergency Rental AssistanceAppropriates $25 billion for rental assistance in 2021, distributed among states, the District of Columbia, U.S. territories, tribal communities, and some government agencies. At least 90% of the funds must be used for rental assistance programs over the next 12 months, whereas the remaining 10% may be used for housing stability services.The states and territories distributing the funds must prioritize low-income households and households with unemployed individuals.Landlords may apply for funds on behalf of their tenants.Eviction MoratoriumThe expiration date of the order of the Centers for Disease Control and Prevention, which places a temporary halt on residential evictions, is extended through January 31, 2021.Subtitle B – Community Development Investment (CDFIs and MDIs)Establishes the “Emergency Capital Investment Fund” to provide direct and indirect capital investments in financial institutions serving low- and moderate-income communities. The Act appropriates $9 billion to the fund for the Treasury to purchase preferred stock (and other financial instruments) in financial institutions approved by a federal banking agency or the National Credit Union Administration. Applicant institutions must provide an investment and lending plan providing various details on how the institution serves low- and moderate-income households and communities. Stock purchases made by the fund may come with additional terms and conditions. The institutions must repay the stock within 10 years.Appropriates $3 billion for the Treasury to provide grants to Community Development Financial Institutions based on portfolio strength, minority lending, and program capacity.Subtitle C – MiscellaneousExtensions of Temporary Relief and Emergency Authorities; Extension of Temporary Relief from Troubled Debt Restructurings and Insurer ClarificationThe expiration date of the temporary relief provided to insured banks, credit unions, and their affiliates from CECL standards for estimating credit losses is extended to the earlier of January 1, 2022, and the first day of the fiscal year that begins after the termination of the national emergency declared by the president on March 13, 2020.The expiration date of the increased flexibility provided to credit unions for access to the Central Liquidity Facility is extended to December 31, 2021, and so is the expansion of the Central Liquidity Facility’s ability to borrow up to 16 times its subscribed capital stock and surplus.The expiration date of the optional temporary relief provided to banks and credit unions in accounting for COVID-related loan modifications as troubled debt restructurings is extended to the earlier of January 1, 2022, and 60 days after termination of the national emergency. This optional temporary relief is also extended to insurance companies.Healthcare Operating Loss LoansAuthorizes HUD to insure mortgages for healthcare facilities that were financially sound before March 13, 2020, that have since exhausted all other forms of assistance. The loan insured by HUD may be up to one year’s worth of the healthcare facility’s expenses.Title VI – Labor ProvisionsThe bill does not contain extensive employment provisions. The only employment-related provisions relate the expansion of Job Corps eligibility. Specifically, the bill waives the drug testing requirements to facilitate virtual enrollment and slightly expands the eligible age range for such program.AdvertisementTitle VII – Nutrition and Agriculture ReliefSubtitle A – NutritionSupplemental Nutrition Assistance Program (“SNAP”)Increases the monthly SNAP benefit level by 15% based on the June 2020 Thrifty Food Plan through June 30, 2021.Simplifies state administrative process for SNAP benefit level increases and provides $100 million in state administrative costs through FY 2021.Excludes Pandemic Unemployment Compensation from being counted toward household income for SNAP qualification purposes.Extends SNAP eligibility to college students who are eligible for a federal or state work study program or have an expected family contribution of $0.Provides $5 million for expanding the SNAP online purchasing program and mobile payment technologies.Commodity Distribution ProgramsProvides $400 million to the Emergency Food Assistance Program through Sept. 30, 2021 (up to 20% can be used for commodity distribution).Emergency Costs for Child Nutrition ProgramsProvides as much funding as necessary to continue providing emergency relief to school meal and child/adult care food programs.Subtitle B – AgricultureAgricultural ProgramsProvides $11.2 billion to support agricultural producers, growers, and processors. Key aspects include (1) payments to livestock/poultry growers for losses suffered due to insufficient processing access or contract changes related to COVID-19; (2) no less than $1.5 billion to purchase food and agricultural products and provide loans and grants to small and midsize food processors or distributors (including seafood processors/distributors); and (3) payments to producers of advanced biofuel, biomass-based diesel, cellulosic or conventional biofuels, or other renewable fuels due to COVID-19 market losses.Support for Dairy, Livestock, and Farm StressProvides $400 million to pay for milk to be processed into dairy products and donated to nonprofit entities.Provides $60 million for facility upgrade and planning grants to meat and poultry producers to transition to federal inspection.Title VIII - U.S. Postal ServiceEliminates the Postal Service’s obligation to repay funds borrowed under the CARES Act.Permits the Postal Service to accept, until March 15, 2021, shipments without the usual requisite information regarding cargo safety and security if the commissioner determines the shipments present a low risk of violating laws of the United States.Title IX – Broadband Internet Access ServiceAmendments to the Secure and Trusted Communications Networks Reimbursement ProgramSection 901 amends the Secure and Trusted Communications Networks Act of 2019 to expand eligibility for the Secure and Trusted Communications Networks Reimbursement Program at the Federal Communications Commission (FCC) to include providers having 10 million or fewer customers (was previously limited to providers having 2 million or fewer customers).The program provides reimbursement to providers for removal and replacement of covered unsecure equipment from their networks.The distribution of the reimbursement funds is allocated on a prioritized scheme with first priority going to providers having 2 million or fewer customers, then to accredited public or private noncommercial educational institutions, and the remaining funds going to any other eligible applicants (including providers having 10 million or fewer customers).Connecting Minority CommunitiesSection 902 establishes an Office of Minority Broadband Initiatives at the National Telecommunications and Information Administration (NTIA) to focus on broadband access and adoption at historically Black colleges or universities, tribal colleges and universities, and other minority-serving institutions, including students, faculty, and staff of such institutions and their surrounding communities.$285 million is appropriated to the program to support connectivity and expand access to broadband internet service and other digital opportunities in identified communities, including areas not more than 15 miles from historically Black colleges or universities, tribal colleges or universities, and other minority-serving institutions.The program provides funds and grants to expand deployment of broadband internet access and activities to accelerate adoption of broadband internet service in these communities. The funds may be awarded to programs for promoting digital literacy skills and virtual or in-person digital literacy training and education.The office is directed to promoting initiatives for expanding deployment of broadband internet access in identified communities, leveraging investment in the necessary infrastructure, and establishing programs for promoting digital literacy skills and virtual or in-person digital literacy training and education.The office is also to further develop recommendations to accelerate adoption of broadband internet service and work with other federal agencies to determine how to expand access to broadband internet service and other digital opportunities in the identified communities.The program establishes guidelines to ensure that 20 percent of the funds be used to ensure that students of such institutions have internet service, internet-connected devices and equipment capable of providing access to broadband internet service.FCC COVID-19 Telehealth ProgramSection 903 appropriates an additional $250 million for the FCC COVID-19 Telehealth Program authorized under the CARES Act.The section provides for increased oversight to the existing telehealth program to ensure funds are allocated to eligible applicants in each state and the District of Columbia such that not less than one applicant in each state (and the district) receives funding under the program, unless no such applicant is eligible from a state or the district.Benefit for Broadband Service During Emergency Period Relating to COVID-19Section 904 establishes the Emergency Broadband Benefit Program at the FCC with $3.2 billion being appropriated for the program.Under the program, eligible households can receive monthly discounts of up to $50, or up to $75 off the cost of internet service charged to a household on tribal lands. The monthly discount shall be no more than the standard rate for internet service for such households. The program also provides subsidies for certain devices, including laptops, desktop computers or tablets.The eligible households include households having individuals or children that qualify for the free and reduced lunch program, Pell grant recipients, recently laid off or furloughed workers, an individual who qualifies for the Lifeline program, or an individual who qualifies for a low-income or COVID-19 discount program offered by internet service providers.Grants for Broadband ConnectivitySection 905 establishes two grant programs at the National Telecommunications and Information Administration (NTIA) for Tribal Broadband Connectivity and Broadband Infrastructure.The Tribal Broadband Connectivity grant program includes $1 billion appropriated for broadband deployment on tribal lands, telehealth, distance learning, broadband affordability, and digital inclusion. The grant program provides funds for access to and adoption of broadband service on tribal lands, for broadband infrastructure deployment, or for providing free or reduced-cost broadband service. Eligible areas include a census block in which broadband service is not available at one or more households or businesses. The groups eligible under the grant program include tribal governments, tribal colleges or universities, the Department of Hawaiian Home Lands, tribal organizations, and Alaska Native Corporations.The Broadband Infrastructure grant program includes $300 million appropriated for projects directed to broadband infrastructure deployment for areas lacking broadband or access to broadband internet service and rural areas having less than 50,000 inhabitants. The grant program includes priority for projects that impact or provide broadband internet service to the greatest number of households. Grants would be issued to qualifying partnerships between state and local governments and fixed broadband providers.Appropriations for Federal Communications Commission ActivitiesSection 906 appropriates $65 million to the FCC for the creation of broadband data maps as required under the Broadband DATA Act. The data maps identify areas having broadband availability, speeds offered and areas lacking broadband availability.The data maps shall be used by the FCC to award and prioritize funding of future broadband projects aimed at expanding access to broadband internet service and infrastructure to the areas and communities lacking broadband availability.Section 906 also appropriates $1.9 billion to carry out the Secure and Trusted Communications Network Reimbursement Program by the FCC for the year of 2021.The $1.9 billion for the year 2021 is an increase from the $1 billion appropriated for the program in 2020.Title X – MiscellaneousCoronavirus Relief Fund ExtensionThe legislation extends – for a period of one year– the appropriation of available funds set aside in the CARES Act Coronavirus Relief Fund. These funds are to be paid to qualifying state, tribal, and local government units responding to the COVID-19 pandemic.Contractor Pay ProtectionSection 3610 of the CARES Act gives agencies discretion (which they are not required to exercise) to “reimburse, at the minimum applicable contract rates (not to exceed an average of 40 hours per week) any paid leave, including sick leave, a contractor provides to keep its employees or contractors in a ready state.”These reimbursements are intended to maintain employment for contractors who, because of COVID-19, cannot perform work at their duty station or via telework due to the nature of their job.The legislation extends reimbursement until September 30, 2020. The reimbursement was set to expire March 31, 2020, under the CARES Act.This is particularly important for national labs, defense industry contractors, and national security facilities.Rescinded Amounts and Termination of AuthorityThe legislation rescinds unobligated amounts which were appropriated under the CARES act to the Exchange Stabilization Fund (“ESF”) to support direct loans by the Treasury and emergency lending by the Federal Reserve. These funds were used to fund certain lending programs, including the Main Street Loan Facilities.The legislation additionally specifies that the authority to lend these funds expires (along with the Main Street Loan Facilities Program and others funded by the ESF) on December 31, 2020. Remaining funds ($429 billion) are to be returned to the Treasury, though certain funds will remain allocated to handle (i) administrative activities related to previously loaned funds, (ii) funding for the Special Inspector General for Pandemic Recovery, and (iii) funding for a Congressional Oversight Commission.Main Street Loans submitted on or before December 14, 2020, may be processed and issued, provided that the Main Street Lending Program purchases a participation interest in such loans on or before January 8, 2021.After December 31, 2020, the terms of all loans, loan guarantees, or similar investments made using ESF funds may not be restated or replicated further without congressional approval. An exception applies for Term-Asset Backed Securities Loan Facilities, which were authorized in 2008 prior to the coronavirus pandemic.It is about 25 pages long, but you asked……Title I – HealthcareOne-time, one-year Increase to Physician Fee Schedule payments for 2021The legislation creates a one-time, one-year, 3.75 percent increase in Medicare Physician Fee Schedule payments to support physicians and other clinicians. This increase adjusts the upcoming effects of the CY 2021 physician fee schedule budget neutrality rules.The increase is intended to provide relief to physicians and other clinicians during the COVID-19 public health emergency.Medicare Sequestration Delayed an Additional Three MonthsSection 102 of the legislation extends the suspension of sequestration for Medicare fee-for-service payments by an additional three (3) months.This suspension adds on to the relief originally provided by the CARES Act, Section 3709, codified at 2 U.S.C. 901(a). Sequestration, which has been in place since 2013, results in a two percent (2%) reduction in payments to Medicare providers and suppliers.The CARES Act had suspended this payment reduction from May 1, 2020, to December 31, 2020, with sequestration scheduled to resume January 1, 2021. Section 102 extends the termination date to March 31, 2021. Prominent provider trade associations had requested a longer period of suspension.These changes are in addition to the other changes included within the larger appropriations bill, which are outside of the immediate scope of this article. It should be noted, however, that these changes will impact health care providers and in many cases will increase reimbursement or access to funds.Title II – Assistance to Individuals, Families, and BusinessesSubtitle A – Unemployment Insurance; Chapter 1 – Continued Assistance to Unemployed WorkersSubchapter I – Extension of CARES Act Unemployment Provisions. Time Periods and Eligibility for Expanded PUA BenefitsThe legislation extends Pandemic Unemployment Assistance (“PUA”) benefits, a federal program covering the self-employed and gig workers, from December 31, 2020, to March 14, 2021.Individuals will be eligible for up to 50 weeks of PUA. Individuals who already receive PUA will continue to be eligible for up to a total of 50 weeks of PUA. However, no individuals will be eligible to receive PUA after April 5, 2021.Payment of retroactive PUA for those who had already exhausted the prior maximum is limited to weeks of unemployment after December 1, 2020.AppealsAn individual may appeal any decision regarding PUA made by a state agency.Appeals filed by individuals residing in certain U.S. territories will be carried out by the applicable entity within the state in the same manner as appeals regarding regular unemployment compensation.Waiver of PUA OverpaymentsState agencies can waive repayment requirements for individuals who mistakenly received overpayment for PUA to which they were not entitled, if the overpayment was not the individual’s fault and such repayment would be contrary to equity and good conscience.Extension of Benefits for Government and Nonprofit EntitiesThe legislation also extends emergency unemployment benefits for government entities and nonprofit organizations from December 31, 2020, to March 14, 2021.Time Periods and Eligibility for Extended FPUC BenefitsThe legislation provides Federal Pandemic Unemployment Compensation (FPUC) in the amount of an additional $300 per week, also known as the “federal bump,” beginning after December 26, 2020, and ending before March 14, 2021, for up to 24 weeks of unemployment. Individuals who are already receiving FPUC will continue to receive FPUC until they have exhausted all of it.However, no individuals will be eligible to receive FPUC in any week after April 5, 2021.This legislation also provides rules to states regarding how to properly administer FPUC in conjunction with other unemployment benefits, such as extended compensation.Extension of Federal Funding for States Waiving Waiting Week RequirementsStates will be reimbursed for the cost of waiving the “waiting week” requirement for regular unemployment compensation through March 14, 2021.However, the reimbursement percentage for weeks ending after December 26, 2020, will now be set at 50% instead of 100%.Extension of Emergency State Staffing FlexibilityState unemployment offices have temporary, emergency authority to use nonmerit staff through March 14, 2021.Extension of Short-Time Compensation FundingFederal funding of Short-Time compensation, also known as Work-Share, is extended from December 31, 2020, to March 14, 2021. States with existing Short-Time compensation statutes will receive 100% funding, whereas states without existing statutory Short-Time compensation programs will receive 50% funding.Subchapter II – Extension of FFCRA Unemployment Provisions; Extension of Temporary Assistance for States with AdvancesAccumulation of interest on federal loans that states have taken in order to pay unemployment benefits is extended to March 14, 2021. The loans allow states with low balances in their unemployment trust funds to temporarily delay employer tax increases.Extension of Federal Funding of Extended Unemployment CompensationThe FFCRA provision that provided temporary full federal funding of Extended Benefits for high-unemployment states is extended through March 14, 2021.Subchapter III – Continued Assistance to Rail Workers; Expansion and Extension of Benefits For Railroad WorkersThe legislation reinstates the “federal bump” for unemployed railroad workers in the amount of $600 per registration period, beginning after December 26, 2020, until March 14, 2021.Funds appropriated under the Railroad Unemployment Insurance Act will be available to cover the cost of additional extended unemployment benefits.Subchapter IV – Improvements to Pandemic Unemployment Assistance to Strengthen Program IntegrityAssistance to states to upgrade their unemployment insurance systemsTo allow states to be better prepared to handle a surge in claims, adjust wage replacement levels, adjust earnings disregards, vary benefits over time, as well as automate a number of processes which are currently done manually in many states.Implements a number of provisions to improve the integrity of the program by improving use of the electronic systems states use to detect and prevent fraud and those employers use to communicate with the state unemployment agency, and provides the Department of Labor with additional authority to hold states accountable for their performance.Subchapter V – Return to Work Reporting RequirementEmployers have a method to report if an employee refuses to return to workPlain language about returning to workSubchapter VI – Other Related Provisions and Technical CorrectionsPay an extra $100 per week to individuals who have at least $5,000 a year in self-employment income, but are disqualified from receiving Pandemic Unemployment Assistance because they are not eligible for regular state unemployment benefits.This mixed-earner supplemental benefit would be added to the FPUC and would terminate along with it on March 14, 2021.This provision does not take effect until the state elects to participate in this section and becomes effective on the later of the date of election or the enactment of this provision.Application of Special Rules to Money Purchase Plans“Coronavirus-Related Distribution”A “coronavirus-related distribution,” as defined under the CARES Act, has been amended to include in-service withdrawals from money purchase pension plans.Amendment applies as if included in the CARES Act (i.e., distributions made on or after January 1, 2020, and before December 31, 2020).Election to Terminate Transfer Period for Qualified Transfers from Pension Plan for Covering Future Retiree CostsPermits employer/sponsor of pension plan the ability to make an election to terminate any existing transfer period effective as of any taxable year specified by the sponsor.Specified taxable year must begin after the election date.Assets previously transferred to either health benefits or life insurance account in prior, qualified future transfer (and related income), which were not used as of the election effective date, are required to be transferred back to transferor plan within a reasonable amount of time.Assets transferred back to transferor plan are treated for certain purposes as an employer reversion, unless an equivalent amount is transferred back to the applicable health benefits or life insurance account prior to the end of the five-year period beginning after the original transfer.Provision is effective for taxable years beginning after December 31, 2019.Subtitle B – COVID-related Tax Relief Act of 2020Individual RebatesThe Act provides to individuals a second round of direct payments that are modeled after the refundable tax credits included in the CARES Act, with some modifications.The bill provides a $600 refundable tax credit for individuals ($1,200 for taxpayers filing jointly). In addition, taxpayers with qualifying children will receive $600 for each child.Similar to the CARES Act, the rebate starts to phase out at adjusted gross income of $75,000 for singles, $112,500 for heads of household, and $150,000 for taxpayers filing joint returns at the rate of 5% of the taxpayer’s adjusted gross income in excess of the phase-out amount. It phases out entirely at $87,000 for single taxpayers with no children and $174,000 for taxpayers filing joint returns with no children.A taxpayer generally needs to have a valid social security number in order to be eligible for the rebate. However, unlike the CARES Act, in the event married taxpayers file joint returns and one spouse has a valid social security number while the other does not, the taxpayers are eligible for a payment of $600, plus $600 for each child who has a valid social security number.Extension of Payroll Deferred Payroll under Notice 2020-65President Trump previously authorized the deferral of the employee’s share of social security taxes and railroad retirement taxes. Such amounts were originally deferred until April 30, 2021 and contained provisions for employers to withhold such amounts from employee payments through that date.The Act extends the repayment date to December 31, 2021.President Trump previously asked for forgiveness of such deferred amounts. The final bill extends the due date, but does not provide a permanent holiday.Clarifying Application of Educator Expense Tax DeductionThe CARES Act provided a deduction for educator expenses. The Act directs the Secretary of Treasury to issue guidance that educator expenses include such items as personal protective equipment, disinfectants and other supplies use to combat the spread of COVID-19.Clarification of Tax Treatment of Forgivingness of PPP LoansThe CARES Act provided that amounts forgiven under the PPP loan provisions should be excluded from gross income.In May, 2020, the Department of Treasury provided guidance in Notice 2020-32 that any expenditures attributed to amounts forgiven PPP loan would be treated as non-deductible expenses.Congress “clarified” that expenditures related to a forgiven PPP loan will continue to be deductible according to normal tax rules. Further, no adjustments will be made to tax basis of assets, or other reduction in tax attributes, on account of the forgiveness of such a loan.A special rules address owners of partnerships and S corporations and provide that the forgiveness of the loan will be treated as exempt income for purposes of allocating income and the related adjustments to the basis of the owners’ interest in the partnership or S corporation.Tax Treatment of Subsequent PPP Loans, Other Covered Loans and Other Relief Programs.The tax treatment afforded to amounts forgiven under the PPP Loans will also apply to the subsequent PPP loans.Similar tax treatment will apply to recipients of forgiven indebtedness described in Section 1109(d)(2)(D) of the CARES Act (Treasury Program Management Authority).Likewise, the same treatment extends to other relief provisions under the CARES Act, such as the receipt of emergency EDIL grants and loan repayment assistance under the subsidy for certain SBA loans.Targeted EIDEL advances and Grants for Shuttered Venue Operators likewise receive similar favorable treatment, and such amounts may be excluded from income, without the disallowance of expenses, basis adjustments or loss of tax attributes.Tax Treatment of Emergency Financial Aid Grants.Students that receive grants of emergency aid from an institution of higher education pursuant to emergency financial aid under Section 3504 of the CARES Act may be excluded from the taxable income of the recipient.Relief from Information ReportingThe Act authorizes the Secretary of the Treasury to provide exceptions from any requirement to file information returns related to the exclusion from income for any forgiven loans or other relief programs.Special Rules for Money Purchase PlansA “coronavirus-related distribution,” as defined under the CARES Act, has been amended to include in-service withdrawals from money purchase pension plans.Amendment applies as if included in the CARES Act (i.e., distributions made on or after January 1, 2020 and before December 31, 2020).Waiver of Certain Modifications to Farming LossesThe CARES Act changed the carryback provisions from two years to five years for net operating losses from farming.The Act now provides that taxpayers may elect to waive the five year carryback and retain the original two year carryback.Additionally, taxpayers are permitted to revise previously made elections with respect to the carryback.Modification to Tax Collection ContractsThe Act modifies the provisions related to information sharing for private collection contracts related to supplemental social security and social security disability insurance beneficiaries. Such amounts may now be part of IRS private debt collection activities.Information Sharing with Respect to Student Loan ApplicantsThe Act reinstates taxpayer confidentiality protections related to disclosures made in connection with student loan applicants. The Act reinstates protections under Section 6103 of the Internal Revenue Code (the “Code”) that were previously removed as part of the CARES Act.Election to Terminate Transfer Period for Qualified Transfers from Pension Plan for Covering Future Retiree Costs.Permits employer/sponsor of pension plan the ability to make an election to terminate any existing transfer period effective as of any taxable year specified by the sponsor.Specified taxable year must begin after the election date.Assets previously transferred to either health benefits or life insurance account in prior, qualified future transfer (and related income), which were not used as of the election effective date, are required to be transferred back to transferor plan within a reasonable amount of time.Assets transferred back to transferor plan are treated for certain purposes as an employer reversion, unless an equivalent amount is transferred back to the applicable health benefits or life insurance account prior to the end of the 5-year period beginning after the original transfer.Provision is effective for taxable years beginning after December 31, 2019.Modifications to the Credits for Paid Sick and Family LeaveThe FFCRA previously provided for mandatory leave for paid sick leave and family leave for small employers (fewer than 500 employees). The provisions provide for a maximum number of paid hours in different categories of leave. Employers receive a tax credit for providing such payments, subject to income limits and caps. Details of the original program may be found here.Originally, such provisions terminated effective December 31, 2020.The Act provides that eligible employers may continue to provide the paid sick leave and family leave through March 31, 2021. Employers that “opt in” to the paid leave will continue to be eligible for the corresponding tax credit. However, the number of eligible hours for each employee in each category is not reset.The paid leave provisions are expanded to cover self-employed individuals so that eligibility is determined in the same manner as if they worked for a third party employer.Self-employed individuals may opt to calculate eligible benefits by using daily average net earnings from 2019 instead of basing such calculations only on 2020 income.The Act also contains technical corrections to the determination of qualified wages and the exclusion from OASDI tax.Title III – Continuing the Paycheck Protection Program and Other Small Business SupportEconomic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues ActPaycheck Protection Program (PPP) LoansEligibility: Adds that housing cooperatives, destination marketing organizations, certain 501(c)(6) organizations and certain individual stations, newspapers, and public broadcasting organizations are eligible for PPP loans (as defined in the Act).Provides that businesses that were not in operation on February 15, 2020, publicly traded companies, and businesses that receive a shuttered venue operator grant are ineligible for a new PPP loan.Use of Proceeds: Expands the allowable uses of PPP loan proceeds to include covered operations expenditures, covered property damage costs, covered supplier costs, and covered worker protection expenditures (as defined in the Act) and extends the covered period to utilize PPP funds to March 31, 2021.Expands the definition of “payroll costs” to include group life, disability, vision, and dental insurance benefits. Permits PPP borrowers to choose between an eight-week and 24-week covered period. Prohibits the use of PPP loan proceeds for lobbying activities.Loan Increases: Permits PPP borrowers that have not yet received loan forgiveness and returned all or part of a PPP loan or did not take the full amount of a PPP loan to request a modification to the loan in the amount of the difference.Loan Forgiveness: Implements a simplified loan forgiveness process for PPP loans of less than $150,000.Disclosures: Requires PPP borrowers to disclose if a covered individual directly or indirectly holds a 20% or more interest in the PPP borrower. “Covered individual” includes the president, vice president, head of an executive department, member of Congress, or any of their spouses. On and after the date of enactment of the Act, PPP loans can’t be made to entities for which a covered individual directly or indirectly holds a 20% or more interest in the entity.PPP Second Draw Loans - $284.45BEligibility: Companies, including non-profit organizations, that received a PPP loan and used the full amount of the loan for permitted purposes are eligible for a PPP Second Draw Loan if the company has fewer than 300 employees and had gross receipts during a specified quarter 2020 that reflect at least a 25% reduction from the gross receipts of the company during the same quarter in 2019.Companies can only receive one PPP Second Draw Loan.Maximum Loan Amount: The maximum loan amount is the lesser of 2.5 times the applicant’s average monthly payroll costs or $2 million. There are different methods for calculating the maximum eligible loan amount for seasonal employers and companies that were not in business for the one-year period prior to February 15, 2020.The maximum loan amount for companies with a NAICS code beginning with 72 (i.e., those in the Accommodation and Food Service Industry) is the lesser of 3.5 times the applicant’s average monthly payroll costs or $2 million.Affiliation: The affiliation rules applicable to the PPP loan program will continue to apply to the PPP Second Draw Loans. Similarly, the affiliation exemptions for companies in the Accommodation and Food Service Industry, certain franchises, and businesses that receive financial assistance from a Small Business Investment Company apply to the PPP Second Draw Loans.Attestation of Eligibility: For loans of $150,000 or less, the applicant may submit a certification attesting to its eligibility for the applicable revenue loss requirement. The applicant must submit supporting documentation on or before its submission of its loan forgiveness application.Loan Forgiveness: PPP Second Draw Loans are eligible for full loan forgiveness based on the following eligible costs incurred or expenditures made during the covered period:(i) payroll costs; (ii) interest on a covered mortgage obligation; (iii) covered operations expenditure; (iv) covered property damage cost; (v) payment on a covered rent obligation; (vi) covered utility payment; (vii) covered supplier cost; and (viii) covered worker protection expenditure. For loan forgiveness purposes, at least 60% of the loan proceeds must be used for payroll costs.Ineligible Companies: Identifies several categories of companies that are ineligible for PPP Second Draw Loans, including companies with certain ties to China or Hong KongTitle X (Section 1102)Extends the availability of funds to compensate government contractors for certain paid leave set forth in Section 3610 of the CARES Act through March 31, 2021.Grants for Shuttered Venue OperatorsAuthorizes $15 billion for the SBA to make grants to eligible live venue operators or promoters, theatrical producers, live performing arts organization operators, museum operators, motion picture theatre operators, or talent representatives who demonstrate a 25 percent reduction in revenues.The SBA may make an initial grant of up to $10 million to an eligible person or entity and a supplemental grant that is equal to 50 percent of the initial grant.Such grants shall be used for specified expenses such as payroll costs, rent, utilities, and personal protective equipment.Requires the administrator to conduct increased oversight of eligible persons and entities receiving these grants. The administrator must submit a report on the oversight to Congress.Targeted EIDL Advance for Small Business Continuity, Adaptation, and ResiliencyProvides additional funding for EIDL Advances for eligible entities located in low-income communities.Limits the EIDL Advance amount for entities in low-income communities that previously received an Emergency EIDL Grant to the difference between the previously received grant and $10,000.Requires that the administrator notify eligible entities that they may be eligible for an EIDL Advance if: (1) the entity previously received an Emergency EIDL Grant; and (2) entities that applied for, but did not secure an Emergency EIDL Grant because of funding unavailability.Allocates $20 billion to EIDL Advances provided under this section.Extends the covered period to December 31, 2021Emergency EIDL GrantsExtends the covered period for Emergency EIDL grants through December 31, 2021.Provides the Administrator with additional flexibility for the SBA to approve applications and verify that applicants have submitted accurate information.Extends the time for the Administrator to approve applications for Emergency EIDL grants and disburse funds from 3 to 21 days.Increases the appropriation for Emergency EIDL grants from $20 billion to $40 billion.Repeal of EIDL Advance DeductionExtends the covered period to December 31, 2021.Section 1110(e)(6) of the CARES Act is repealed, which eliminates the requirement that PPP borrowers deduct the amount of an EIDL advance from their PPP forgiveness amount.Includes a Sense of Congress resolution that EIDL Advance borrowers should be made whole without regard to whether those borrowers are eligible for PPP forgiveness.Provides for rulemaking authority to ensure that EIDL Advance borrowers are treated equally with respect to the repeal of Section 1110(e)(6) of the CARES Act. For those EIDL Advance borrowers who completed the loan forgiveness process prior to the repeal of Section 1110(e)(6), the rules should provide relief for the previously required deduction from the PPP forgiveness amount.Title IV – TransportationSubtitle A – Airline Worker Support ExtensionPandemic Relief for Aviation WorkersExclusively for the payment of employee wages, salaries, and benefits, the law[1] provides passenger air carriers with up to $15 billion in relief and provides aviation contractors with up to $1 billion in relief.Corporate officers are not included as employees, and contractors include people working under contract for passenger air carriers in catering jobs or jobs related to operating airline services, as well as subcontractors.The law enables the Secretary of the Treasury (the “Secretary”) to use other CARES Act funds for costs and administrative expenses in providing the above-mentioned relief.Procedures for Providing Payroll SupportThe law provides the formula by which the Secretary will allocate financial assistance for aviation workers.The formula for providing payments is proportionally based on the amounts of relief passenger air carriers (including carriers that do and carriers that do not file reports under part 241 of Title 14, Code of Federal Regulations) and contractors either received under Section 4113 of the CARES Act; OR, for passenger air carriers or contractors that: (i) either did not receive funding under the CARES Act; or (ii) so elect, then the amounts of payments will be proportionally based on certain specified financial metrics for passenger air carriers (including carriers that do and carriers that do not file reports under part 241 of Title 14, Code of Federal Regulations) and contractors in the relevant sub-sections.Remaining procedures pertain to required forms and deadlines, which must be the same as previously used for recipients of aid under Section 4113 of the CARES Act or, for new recipients, with forms and terms and conditions that are the same as similarly situated recipients.Initial payments for immediate payroll assistance are to follow no later than 10 days after the enactment of the new law, and the Secretary shall further determine logistics for subsequent payments and pro rata reductions.Required AssurancesEligibility for financial assistance depends on the passenger air carriers and contractors entering into agreements, or otherwise certifying to the Secretary, that they will provide certain assurances, including, broadly: (i) they will not conduct involuntary furloughs and will not reduce pay rates and benefits (for passenger air carriers, until March 31, 2021, and for contractors, until March 31 2021, or the date the contractor spent the assistance); (ii) they will not buy back equity securities (e.g., stock) or pay capital distributions (e.g., dividends) through March 31, 2022, for passenger air carriers, and for contractors, through March 31, 2022, or as of when the contractors expended the assistance; (iii) they must meet the requirements of Sections 405 and 406, protecting collective bargaining agreements and including limitations on executive pay, respectively; and (iv) they will recall involuntarily furloughed employees and, in the process, also provide compensatory pay for lost pay and benefits during the time they were furloughed and ensure the restoration of rights and protections for such furloughed employees as if they had not been furloughed.With respect to the assurances in (iv) above, certain time periods vary depending on whether the passenger air carriers and contractors in question previously received financial assistance under Title IV of the CARES Act.Protection of Collective Bargaining AgreementsThe law prevents the Secretary and anyone from the federal government, generally, from conditioning aid on requiring a union bargaining unit to negotiate pay or other terms and conditions of employment.Limitation on Certain Employee CompensationPassenger air carriers and contractors that receive aid must enter into agreements with the Secretary that, from October 1, 2020, through October 1, 2022, impose the following compensation restrictions:Total compensation above $425,000 for any individual employee is Norwegian top Level Domain retirement or severance package for any individual employee can exceed twice the maximum total compensation during 2019.Further, no officer or employee whose total compensation exceeded $3,000,000 in 2019 may receive in excess of $3,000,000 and 50% of the excess over $3,000,000 of the total compensation received in 2019.“Total compensation” includes salary, bonuses, awards of stock, and other financial benefits.Minimum Air Service GuaranteesThrough March 1, 2022, the Secretary is empowered to require air carriers that received aid to maintain their scheduled air transportation to ensure services to any point that the air carrier served before March 1, 2020.Exercise of this authority must take into consideration various factors, including, but not limited to, the needs of small and remote communities, the need to maintain well-functioning health care supply chains, and the impacts of consolidated operations of covered air carriers, which has led to the loss of air service at a number of airports and communities.Taxpayer ProtectionWith respect to recipients of aid under Section 4113 of the CARES Act that now receive aid under the new law, the law permits the Secretary to accept warrants, options, preferred stock, debt securities, notes, or other financial instruments issued by the aid recipients to provide appropriate compensation for the government for the aid provided.This similarly applies to recipients of aid under the new law that did not previously receive aid under Section 4113 of the CARES Act.ReportsBy May 1, 2021, the Secretary must submit a report to Congress on the financial assistance provided to passenger air carriers and contractors, including such details as the aid provided, audits conducted, and instances of noncompliance by aid recipients.The law creates duties for the Secretary to update relevant website and report contents required under the law and provides for the protection of certain data.CoordinationThe Departments of Transportation and Treasury are required to coordinate in the administration of these Title IV provisions.Funding$16 billion is appropriated for the foregoing provisions.CARES Act AmendmentsThe law amends certain CARES Act provisions to prevent certain unintended consequences regarding the ability of contractors to furlough workers and receive aid for those workers.Subtitle B – Coronavirus Economic Relief for Transportation Services ActFrom the date the law is effective through the later of March 31, 2021, or the date on which the funds are expended, the law provides $2 billion in aid to eligible providers of transportation services (e.g., bus operators, operators of passenger ferries, etc.).Eligibility for relief depends on various factors, including, in brief, certification of revenue loss of 25%+ on an annualized basis, as well as either having a total workforce of less than 500 employees (full-time, part-time, or temporary) and not being a subsidiary, parent, or affiliate of any other entity with a combined total workforce of more than 500 employees (full-time, part-time, or temporary) as of March 1, 2020, or having more than 500 employees (full-time, part-time, or temporary) and not having received aid under certain provisions of the CARES Act.There are various factors and considerations that influence the provision of relief under this subtitle, including the amount of debt owed by the transportation services provider, whether it receives other federal assistance, and the total revenues earned by such provider in 2019.Subtitle C – Motor Carrier Safety Grant Relief Act of 2020Relief for Recipients of Financial Assistance Awards from the Federal Motor Carrier Safety Administration (the “FMCSA”)For aid from the FMCSA awarded to recipients in fiscal year 2019 or fiscal year 2020, all applicable periods of availability during which recipients may expend such aid are extended under this subtitle for one (1) year.Subtitle D – Extension of Waiver AuthorityThis subtitle expands through fiscal year 2021 the Secretary of Transportation’s authority to waive or postpone any highway safety grant requirements under Sections 402, 404, 405, or 412 of Title 23, Section 4001 of the FAST Act, or 23 CFR Part 1300.Title V – BankingSubtitle A – Emergency Rental AssistanceEmergency Rental AssistanceAppropriates $25 billion for rental assistance in 2021, distributed among states, the District of Columbia, U.S. territories, tribal communities, and some government agencies. At least 90% of the funds must be used for rental assistance programs over the next 12 months, whereas the remaining 10% may be used for housing stability services.The states and territories distributing the funds must prioritize low-income households and households with unemployed individuals.Landlords may apply for funds on behalf of their tenants.Eviction MoratoriumThe expiration date of the order of the Centers for Disease Control and Prevention, which places a temporary halt on residential evictions, is extended through January 31, 2021.Subtitle B – Community Development Investment (CDFIs and MDIs)Establishes the “Emergency Capital Investment Fund” to provide direct and indirect capital investments in financial institutions serving low- and moderate-income communities. The Act appropriates $9 billion to the fund for the Treasury to purchase preferred stock (and other financial instruments) in financial institutions approved by a federal banking agency or the National Credit Union Administration. Applicant institutions must provide an investment and lending plan providing various details on how the institution serves low- and moderate-income households and communities. Stock purchases made by the fund may come with additional terms and conditions. The institutions must repay the stock within 10 years.Appropriates $3 billion for the Treasury to provide grants to Community Development Financial Institutions based on portfolio strength, minority lending, and program capacity.Subtitle C – MiscellaneousExtensions of Temporary Relief and Emergency Authorities; Extension of Temporary Relief from Troubled Debt Restructurings and Insurer ClarificationThe expiration date of the temporary relief provided to insured banks, credit unions, and their affiliates from CECL standards for estimating credit losses is extended to the earlier of January 1, 2022, and the first day of the fiscal year that begins after the termination of the national emergency declared by the president on March 13, 2020.The expiration date of the increased flexibility provided to credit unions for access to the Central Liquidity Facility is extended to December 31, 2021, and so is the expansion of the Central Liquidity Facility’s ability to borrow up to 16 times its subscribed capital stock and surplus.The expiration date of the optional temporary relief provided to banks and credit unions in accounting for COVID-related loan modifications as troubled debt restructurings is extended to the earlier of January 1, 2022, and 60 days after termination of the national emergency. This optional temporary relief is also extended to insurance companies.Healthcare Operating Loss LoansAuthorizes HUD to insure mortgages for healthcare facilities that were financially sound before March 13, 2020, that have since exhausted all other forms of assistance. The loan insured by HUD may be up to one year’s worth of the healthcare facility’s expenses.Title VI – Labor ProvisionsThe bill does not contain extensive employment provisions. The only employment-related provisions relate the expansion of Job Corps eligibility. Specifically, the bill waives the drug testing requirements to facilitate virtual enrollment and slightly expands the eligible age range for such program.AdvertisementTitle VII – Nutrition and Agriculture ReliefSubtitle A – NutritionSupplemental Nutrition Assistance Program (“SNAP”)Increases the monthly SNAP benefit level by 15% based on the June 2020 Thrifty Food Plan through June 30, 2021.Simplifies state administrative process for SNAP benefit level increases and provides $100 million in state administrative costs through FY 2021.Excludes Pandemic Unemployment Compensation from being counted toward household income for SNAP qualification purposes.Extends SNAP eligibility to college students who are eligible for a federal or state work study program or have an expected family contribution of $0.Provides $5 million for expanding the SNAP online purchasing program and mobile payment technologies.Commodity Distribution ProgramsProvides $400 million to the Emergency Food Assistance Program through Sept. 30, 2021 (up to 20% can be used for commodity distribution).Emergency Costs for Child Nutrition ProgramsProvides as much funding as necessary to continue providing emergency relief to school meal and child/adult care food programs.Subtitle B – AgricultureAgricultural ProgramsProvides $11.2 billion to support agricultural producers, growers, and processors. Key aspects include (1) payments to livestock/poultry growers for losses suffered due to insufficient processing access or contract changes related to COVID-19; (2) no less than $1.5 billion to purchase food and agricultural products and provide loans and grants to small and midsize food processors or distributors (including seafood processors/distributors); and (3) payments to producers of advanced biofuel, biomass-based diesel, cellulosic or conventional biofuels, or other renewable fuels due to COVID-19 market losses.Support for Dairy, Livestock, and Farm StressProvides $400 million to pay for milk to be processed into dairy products and donated to nonprofit entities.Provides $60 million for facility upgrade and planning grants to meat and poultry producers to transition to federal inspection.Title VIII - U.S. Postal ServiceEliminates the Postal Service’s obligation to repay funds borrowed under the CARES Act.Permits the Postal Service to accept, until March 15, 2021, shipments without the usual requisite information regarding cargo safety and security if the commissioner determines the shipments present a low risk of violating laws of the United States.Title IX – Broadband Internet Access ServiceAmendments to the Secure and Trusted Communications Networks Reimbursement ProgramSection 901 amends the Secure and Trusted Communications Networks Act of 2019 to expand eligibility for the Secure and Trusted Communications Networks Reimbursement Program at the Federal Communications Commission (FCC) to include providers having 10 million or fewer customers (was previously limited to providers having 2 million or fewer customers).The program provides reimbursement to providers for removal and replacement of covered unsecure equipment from their networks.The distribution of the reimbursement funds is allocated on a prioritized scheme with first priority going to providers having 2 million or fewer customers, then to accredited public or private noncommercial educational institutions, and the remaining funds going to any other eligible applicants (including providers having 10 million or fewer customers).Connecting Minority CommunitiesSection 902 establishes an Office of Minority Broadband Initiatives at the National Telecommunications and Information Administration (NTIA) to focus on broadband access and adoption at historically Black colleges or universities, tribal colleges and universities, and other minority-serving institutions, including students, faculty, and staff of such institutions and their surrounding communities.$285 million is appropriated to the program to support connectivity and expand access to broadband internet service and other digital opportunities in identified communities, including areas not more than 15 miles from historically Black colleges or universities, tribal colleges or universities, and other minority-serving institutions.The program provides funds and grants to expand deployment of broadband internet access and activities to accelerate adoption of broadband internet service in these communities. The funds may be awarded to programs for promoting digital literacy skills and virtual or in-person digital literacy training and education.The office is directed to promoting initiatives for expanding deployment of broadband internet access in identified communities, leveraging investment in the necessary infrastructure, and establishing programs for promoting digital literacy skills and virtual or in-person digital literacy training and education.The office is also to further develop recommendations to accelerate adoption of broadband internet service and work with other federal agencies to determine how to expand access to broadband internet service and other digital opportunities in the identified communities.The program establishes guidelines to ensure that 20 percent of the funds be used to ensure that students of such institutions have internet service, internet-connected devices and equipment capable of providing access to broadband internet service.FCC COVID-19 Telehealth ProgramSection 903 appropriates an additional $250 million for the FCC COVID-19 Telehealth Program authorized under the CARES Act.The section provides for increased oversight to the existing telehealth program to ensure funds are allocated to eligible applicants in each state and the District of Columbia such that not less than one applicant in each state (and the district) receives funding under the program, unless no such applicant is eligible from a state or the district.Benefit for Broadband Service During Emergency Period Relating to COVID-19Section 904 establishes the Emergency Broadband Benefit Program at the FCC with $3.2 billion being appropriated for the program.Under the program, eligible households can receive monthly discounts of up to $50, or up to $75 off the cost of internet service charged to a household on tribal lands. The monthly discount shall be no more than the standard rate for internet service for such households. The program also provides subsidies for certain devices, including laptops, desktop computers or tablets.The eligible households include households having individuals or children that qualify for the free and reduced lunch program, Pell grant recipients, recently laid off or furloughed workers, an individual who qualifies for the Lifeline program, or an individual who qualifies for a low-income or COVID-19 discount program offered by internet service providers.Grants for Broadband ConnectivitySection 905 establishes two grant programs at the National Telecommunications and Information Administration (NTIA) for Tribal Broadband Connectivity and Broadband Infrastructure.The Tribal Broadband Connectivity grant program includes $1 billion appropriated for broadband deployment on tribal lands, telehealth, distance learning, broadband affordability, and digital inclusion. The grant program provides funds for access to and adoption of broadband service on tribal lands, for broadband infrastructure deployment, or for providing free or reduced-cost broadband service. Eligible areas include a census block in which broadband service is not available at one or more households or businesses. The groups eligible under the grant program include tribal governments, tribal colleges or universities, the Department of Hawaiian Home Lands, tribal organizations, and Alaska Native Corporations.The Broadband Infrastructure grant program includes $300 million appropriated for projects directed to broadband infrastructure deployment for areas lacking broadband or access to broadband internet service and rural areas having less than 50,000 inhabitants. The grant program includes priority for projects that impact or provide broadband internet service to the greatest number of households. Grants would be issued to qualifying partnerships between state and local governments and fixed broadband providers.Appropriations for Federal Communications Commission ActivitiesSection 906 appropriates $65 million to the FCC for the creation of broadband data maps as required under the Broadband DATA Act. The data maps identify areas having broadband availability, speeds offered and areas lacking broadband availability.The data maps shall be used by the FCC to award and prioritize funding of future broadband projects aimed at expanding access to broadband internet service and infrastructure to the areas and communities lacking broadband availability.Section 906 also appropriates $1.9 billion to carry out the Secure and Trusted Communications Network Reimbursement Program by the FCC for the year of 2021.The $1.9 billion for the year 2021 is an increase from the $1 billion appropriated for the program in 2020.Title X – MiscellaneousCoronavirus Relief Fund ExtensionThe legislation extends – for a period of one year– the appropriation of available funds set aside in the CARES Act Coronavirus Relief Fund. These funds are to be paid to qualifying state, tribal, and local government units responding to the COVID-19 pandemic.Contractor Pay ProtectionSection 3610 of the CARES Act gives agencies discretion (which they are not required to exercise) to “reimburse, at the minimum applicable contract rates (not to exceed an average of 40 hours per week) any paid leave, including sick leave, a contractor provides to keep its employees or contractors in a ready state.”These reimbursements are intended to maintain employment for contractors who, because of COVID-19, cannot perform work at their duty station or via telework due to the nature of their job.The legislation extends reimbursement until September 30, 2020. The reimbursement was set to expire March 31, 2020, under the CARES Act.This is particularly important for national labs, defense industry contractors, and national security facilities.Rescinded Amounts and Termination of AuthorityThe legislation rescinds unobligated amounts which were appropriated under the CARES act to the Exchange Stabilization Fund (“ESF”) to support direct loans by the Treasury and emergency lending by the Federal Reserve. These funds were used to fund certain lending programs, including the Main Street Loan Facilities.The legislation additionally specifies that the authority to lend these funds expires (along with the Main Street Loan Facilities Program and others funded by the ESF) on December 31, 2020. Remaining funds ($429 billion) are to be returned to the Treasury, though certain funds will remain allocated to handle (i) administrative activities related to previously loaned funds, (ii) funding for the Special Inspector General for Pandemic Recovery, and (iii) funding for a Congressional Oversight Commission.Main Street Loans submitted on or before December 14, 2020, may be processed and issued, provided that the Main Street Lending Program purchases a participation interest in such loans on or before January 8, 2021.After December 31, 2020, the terms of all loans, loan guarantees, or similar investments made using ESF funds may not be restated or replicated further without congressional approval. An exception applies for Term-Asset Backed Securities Loan Facilities, which were authorized in 2008 prior to the coronavirus pandemic.