Amazon Services API Developer Agreement

Version: August 2024

This Amazon Services API Developer Agreement (“Agreement”) is a binding agreement between Amazon and you or the entity you represent (“you”). “Amazon,” “we,” “us,” or “our” means the applicable Amazon Contracting Party and any of its applicable Affiliates. This Agreement, including the Policies, governs your use of the Amazon Services API and the API Materials (defined below). This Agreement takes effect (the “Effective Date”) when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use the Amazon Services API or the API Materials. By registering for or using the Amazon Services API or the API Materials, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including any Policies that apply for each country for which you register or elect to use a service (in each case, the “Elected Country”). If there is any conflict between the terms and conditions of the Policies and the body of this Agreement, the body of this Agreement will control. Capitalized terms have the meanings listed in Section 18 (Definitions) below. To the extent that any of the terms in this Agreement conflict with, as applicable, the terms governing the purchase, transport, or sale of products to or through us or our Affiliate Companies (“Underlying Agreement,” which may include, for example, the Amazon Conditions of Use, the Vendor Terms and Conditions, or the Amazon Services Business Solutions Agreement), this Agreement will control.

1. Description of the Amazon Services API and API Materials.

Under this Agreement, we may make available to you Amazon Services API and API Materials that permit your systems to interface with certain features or functionality available to Authorized Users. API Materials that are 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.

2. License and Related Requirements.

2.1 Generally. Subject to your completion of our online registration process, compliance with the terms of this Agreement, and compliance with our Policies, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license to do the following during the Amazon Services API Term: (a) access and use the Amazon Services API, and install, copy, and use the API Materials, in each case solely for a Permitted Use or (b) access and use the Amazon Services API, and install, copy, use, and distribute the API Materials, in each case only for a Permitted Use in support of Authorized Users who (i) we approve as participating in good standing in the applicable Amazon service, and (ii) have specifically authorized you to provide services for their account under an agreement between you and such Authorized User. You will provide us with any Materials or other information we reasonably request describing you and your product or service and grant us a worldwide, non-exclusive, royalty-free right and license to use, reproduce, and distribute those Materials, including to promote you, your service, and Amazon. We may make reasonable alterations to these Materials for these purposes, but will not modify your trademarks or logos from the form provided by you except to resize them as necessary. You are responsible for and assume all liability for these Materials (except where such liability arises as a result of our gross negligence, fraud, criminal conduct or willful misconduct).

2.2 Registration. In order to use the Amazon Services API and API Materials as described above, you must complete our registration process, during which you agree to: (a) provide true, accurate, current, and complete information about yourself and/or your organization as prompted by the registration form (“Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You authorize us to verify the Registration Data you provide to us directly or through third parties to the extent allowed by applicable law.
 
2.3 License Restrictions. You may use and access the Amazon Services API and the API Materials only through the APIs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with the Amazon Services API or 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 Amazon Services API or any 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 fraudulent or illegal activities or activities that violate our Policies or are otherwise harmful to us; or (i) access them for any reason other than a Permitted Use. In addition, all licenses granted in this Agreement are conditional on your continued compliance with this Agreement.

2.4 Account Identifiers and Credentials. In order to access the Amazon Services API, you must use your Account Identifiers and Credentials in accordance with this Agreement. You may provide your Developer or Application name and your Developer Account Number to an Authorized User solely for the purpose of connecting your Application to an Authorized User’s Account. You may only request that an Authorized User authorize your Application in a manner that we prescribe. Subject to Section 16 of this Agreement, 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 contact us within 24 hours 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.

3. Data Protection and Security Requirements.

3.1 Access. The Amazon Services API enable you to interface with certain features or functionality we make available to you or that is made available to Authorized Users. Authorized Users may authorize you to access data, including confidential information, customer personal data, and other Authorized User data via the Amazon Services API, if you (a) develop Applications to support Authorized Users and (b) have registered with us as a Developer. Amazon provides you access to this data solely for the purpose of supporting an Authorized User's business with Amazon. This access is subject to our approval and on the condition that you comply with applicable law as such Authorized Users’ processor, and only process Amazon customer personal data on their express written instructions. You shall be engaged by Authorized Users who shall remain liable under the applicable Business Solutions Agreement, and applicable law, for your acts or omissions in relation to customer personal data accessed by you, as if such acts or omissions were their own. In the event that you process Amazon customer personal data outside the express written instructions of Authorized Users (as the controllers of customer personal data), you may be directly liable, including as a controller of such customer personal data under applicable law. You agree to access the Amazon Services API and the API Materials only as allowed under this Agreement. For the purpose of this provision and unless otherwise provided under applicable law, the terms "processor" and "controller" will be interpreted in a manner which is consistent with how such terms are ordinarily understood in the privacy regime, i.e., the term "processor" means an entity that processes personal data on behalf of the controller, and "controller" means an entity which determines the purpose of processing personal data or which collects personal data for the purpose of processing.

3.2 Security of Your Materials. Subject to compliance with our Policies, you are solely responsible for the development, content, operation, and maintenance of Your Materials, and for properly configuring and using the Amazon Services API and taking your own steps to maintain appropriate security, protection and backup of Your Materials, including using encryption technology to protect them from unauthorized access and routinely archiving them. Subject to Section 16 of this Agreement, we are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Materials in connection with the Amazon Services API (including as a result of your or any Authorized User’s or other third party’s errors, acts, or omissions). You will notify us within 24 hours if you believe an unauthorized third party may have accessed Your Materials related to the Amazon Services API or the API Materials.

3.3 End Users. You will ensure that the terms of any agreement between you and an End User are consistent with this Agreement and applicable laws, and you will not give access to Transaction Information to any End User that you know or suspect will violate, cause a violation, or cause you to violate this Agreement or is otherwise harmful to us. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Application by such End User and notify us.
 
3.4 System Access. If you are a Developer, you will not access or use any Authorized User’s account unless and only for so long as such access and use is (i) approved beforehand by the Authorized User as part of a binding agreement between you and the Authorized User, which cannot be prejudicial to any of our rights under this Agreement or any agreement we may have with the Authorized User, and (ii) only to the extent it is required to deliver or operate an Application that supports a Permitted Use. In no event will you modify the account settings, Content, or offers of any Authorized User’s account or make any other change to an Authorized User’s account except to the extent authorized by the Authorized User as part of a binding agreement between you and the Authorized User.
 
3.5 Transaction Information Data Protection. You will not process Transaction Information on our behalf, or jointly with us. However, to ensure that when you process data in the context of your use of our Amazon Services API and API Materials, as governed by this Agreement, you will do so in accordance with the highest international standards, you hereby warrant and represent to us that you will comply with (i) all relevant obligations in the context of your relationships with third parties (including any Authorized Users) and (ii) any and all privacy and other applicable laws. This includes meeting the obligations set out in this section. You will not access, use, share, or otherwise disclose any Transaction Information for any purpose other than the delivery or operation of an Application to or on behalf of an Authorized User except as required to comply with the law or for a Permitted Use. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of Transaction Information and against accidental loss or destruction of, or damage to, Transaction Information and (ii) at all times ensure that you are aware of and have documentation of the location of all copies of any Transaction Information stored by or for you. We (or third parties acting at our direction) may monitor, audit, or otherwise inspect your use of the Amazon Services API or the API Materials to ensure your compliance with the terms of this Agreement. You will ensure that any party to whom you provide access to Transaction Information is subject to written terms imposing on it the same duties as those applying to you under this Section 3.5.

4. Amazon Selling Partner Appstore

4.1 Generally. Subject to your compliance with this Agreement, you may list your Application in the Amazon Selling Partner Appstore. In order to help Selling Partners discover new Applications and ensure that Applications using Selling Partner APIs meet a “high quality” standard, we require you to list your Application in the Amazon Selling Partner Appstore if you sell your Application to Selling Partners other than yourself or offer it for use to Selling Partners other than yourself.

4.2 Eligibility. To list your Application in the Amazon Selling Partner Appstore you must complete the Developer Registration process set forth in Section 2.2.

4.3 Our Role. You are the seller of record for any Application that you list on the Amazon Selling Partner Appstore. Except as expressly set forth in this Agreement, we are not involved in any underlying transaction between you and any Selling Partner and we are not responsible for any dispute between you and any Selling Partner, but we may elect to assist in the resolution of any dispute between you and any Selling Partner. If we elect to assist in the resolution of a dispute, you agree to cooperate with us to resolve the dispute.

4.4 Ratings and Feedback. We may implement mechanisms that rate, or allow other parties to rate and provide feedback about, your Applications (including information about an Application that has been removed from the Amazon Selling Partner Appstore), you, and your performance in connection with your Applications. We may make these ratings and feedback publicly available. We will own and be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, any suggestions, comments, ideas, improvements, or other feedback or Materials you provide us with respect to services or products offered by us.
 
4.5 Technical Support. You are solely responsible for technical support (if any) for your Application.
 
4.6 Removal of Your Application from the Amazon Selling Partner Appstore. Subject to the last sentence of Section 4.1, you may remove a listing of your Application from the Amazon Selling Partner Appstore at any time in accordance with our Policies. We may also remove, suspend, or modify any listing for your Application from the Amazon Selling Partner Appstore with 30 days’ advance notice. We may remove, suspend, or modify any listing for your Application from the Amazon Selling Partner Appstore 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, fraudulent, or illegal activity; or (c) your Application has harmed or our controls identify that it might harm other sellers, customers, or Amazon’s legitimate interest.

5. Review. We may review you and your Application before or after we allow you to use the Amazon Services API or the API Materials or provide it to Authorized Users. We may review you or your Application for, among other things, compliance with this Agreement, compliance with our Polices, the quality of your services, or the quality of your Application. We may decide not to allow you to list your Application in the Amazon Selling Partner Appstore based on our review and in accordance with this Agreement. We may make, directly or through third parties, any inquiries we consider necessary to our review.

6. Term and Termination.

6.1 Termination. The term of this Agreement (“Amazon Services API Term”) will commence, and you may begin using the Amazon Services API and the API Materials subject to the terms of this Agreement, on the Effective Date, and the Amazon Services API Term will remain in effect until terminated by you or us in accordance with this section. You may terminate this Agreement at any time for any reason by providing us written notice (in which case we may cause your Account Identifiers and Credentials to cease to be recognized by the Amazon Network for purposes of the Amazon Services API and the API Materials). We may terminate your use of any Amazon Services API or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Amazon Services API and/or all licenses granted in this Agreement 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, fraudulent, or illegal activity; or (c) your use of the Amazon Services API has harmed or our controls identify that it might harm third parties, such as customers, selling partners, and shippers, or Amazon’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, 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. Upon any suspension or termination, you will immediately cease use of the Amazon Services API and the API Materials. Upon any termination, you will also immediately destroy all API Materials.
 
6.2 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement will be extinguished, except that Sections 3.4, 3.5, 3.6, 4.3, 4.4, 4.5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 survive termination.
 
7. Modifications.

7.1 To This Agreement. We will provide at least 15 days’ advance notice in accordance with Section 8 for changes to the Agreement. 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 Amazon Services API and the API Materials (where this does not materially adversely affect your use of the Amazon Services API and the API Materials); 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 8.  Your continued use of the Amazon Services API or the API Materials after the effective date of any change to this Agreement in accordance with this Section 7.1 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Amazon Services API and the API Materials and to end the Agreement as described in Section 6.
 
7.2 To the Amazon Services API or the API Materials. We may change, deprecate, or discontinue the Amazon Services API or the API Materials (including by changing or removing features or functionality of the Amazon Services API or the API Materials) at any time. Where we make a materially adverse change to the Amazon Services API or the API Materials, as reasonably determined by us, Amazon will provide advance notice to you. Your access to the Amazon Services API or the API Materials Services may be suspended or restricted without notice in accordance with this Agreement, including for legal, regulatory, fraud and abuse prevention or security reasons, and as reasonably necessary for our business operations including to allow for repairs, maintenance or the introduction of new features or services. Your continued use of the Amazon Services API or the API Materials after the effective date of any change to the Amazon Services API or the API Materials in accordance with this Section 7.2 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Amazon Services API or the API Materials and to end the Agreement as described in Section 6.

8. Notices.

8.1 To You. Notices made by us to you under this Agreement will be posted on the Developer Site or on your Developer Account or sent to the email address that you provided when you registered or to any updated email address you provide to us. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such address, upon our sending of the email, whether or not you actually receive the email.
 
8.2 To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement, the Amazon Services API or the API Materials, you may contact us via email at [email protected].
 
9. Publicity.

You will not issue press releases or make any public statement related to the Amazon Services API or the API Materials, or use our or any of our or our Affiliate Companies’ names, trademarks, or logos in any way (including in any advertisement or other promotional material) without our or their advance written permission. You warrant that any public statement made by you about Amazon or any of our Affiliate Companies or related to the Amazon Services API or API Materials does not misrepresent or embellish your relationship with us or them in any way. 

10. Suggestions.

If you suggest to us improvements to the Amazon Services API or the API Materials (collectively, “Suggestions”), 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.

11. Rights in the Amazon Services API, the API Materials, the Amazon Services API Specifications, and the Amazon Network.

As between you and us, we or our licensors own all right, title, and interest in and to the Amazon Services API, the API Materials, the Amazon Services API Specifications and the Amazon Network. Except as provided in Section 2 of this Agreement, you obtain no rights under this Agreement from us or our licensors to the Amazon Services API, the API Materials, the Amazon Services API Specifications, or the Amazon Network, including any related intellectual property rights.

12. Governing Law and Disputes.

The governing law applicable below will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.

If the Elected Country is Australia the governing law will be the laws of New South Wales. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in Australia will be adjudicated in the courts of New South Wales, and you consent to exclusive jurisdiction in those courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates' or any third party's intellectual property or other proprietary rights.   

If the Elected Country is Brazil, the governing law will be the laws of Brazil. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in Brazil must be referred to and finally settled pursuant to the Rules of Arbitration of the International Chamber of Commerce by a 3 member panel appointed in accordance with the ICC Rules. The parties hereby waive any rights they may have to bring disputes for resolution before any other court, tribunal or forum.

If the Elected Country is Egypt, the governing law will be the laws of Egypt, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement with Amazon or its Affiliates, including your use of the Services, any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration under the Cairo Regional Centre for International Commercial Arbitration (CRCICA) Arbitration Rules as amended from time to time. The number of arbitrators shall be one, to be appointed in accordance with the CRCICA Arbitration Rules. The seat or legal place of arbitration shall be Cairo. The language used in the arbitral proceedings shall be English. Amazon and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

If the Elected Country is within the European Union the governing law will be the laws of the Grand Duchy of Luxembourg, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Amazon and you both consent to the non-exclusive jurisdiction and venue of the courts of Luxembourg City regarding any dispute with us relating in any way to this Agreement or your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in a European country (excluding Turkey).

If the Elected Country is India the governing law will be the laws of India. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in India will be adjudicated in the courts at Bangalore, and you consent to exclusive jurisdiction in those courts.

If the Elected Country is Japan the governing law will be the laws of Japan. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in Japan will be adjudicated in the Tokyo District Court or Tokyo Summary Court depending upon the amount of the claim made, and you consent to exclusive jurisdiction in those courts.

If the Elected Country is the Kingdom of Saudi Arabia, the governing law will be the laws of the Kingdom of Saudi Arabia, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement with Amazon or its Affiliates, including your use of the Services, any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules as amended from time to time. The number of arbitrators shall be one, to be appointed in accordance with the LCIA Arbitration Rules. The seat or legal place of arbitration shall be Riyadh. The language used in the arbitral proceedings shall be English. Amazon and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

If the Elected Country is Singapore the governing law will be the laws of Singapore, without reference to any applicable conflict of laws rules. Any dispute, controversy or disagreement arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, will be resolved by binding arbitration, rather than in court. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 23 Church Street, #10-01, Singapore 049481. Any arbitration commenced under this Section will be conducted by the Singapore International Arbitration Centre and in accordance with the Rules of the Singapore International Arbitration Centre (“Rules”), except to the extent that the Rules conflict with the provisions of this Section, in which event the provisions of this Section will apply. Any arbitration commenced under this Section will be conducted by one arbitrator nominated jointly by the Parties, or failing such joint nomination, by the President for the time being of the Singapore International Arbitration Centre. The language to be used and all written documents provided in any such arbitration will be English. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found, and that a court ruling upon enforcement of the arbitral award may be entered in any court having jurisdiction. The parties also hereby irrevocably waive and exclude any right to appeal to any court in any jurisdiction against any such decision or award, or to seek any review or revision of any such decision or award by any court in any jurisdiction. The foregoing will be without prejudice to the rights of either party to refer any dispute to the courts for resolution where necessary to preserve the subject matter of the action by way of injunctive or declaratory proceedings.

To the extent the Elected Country is South Africa, this Agreement shall be governed by, and construed in accordance with, the laws of the Republic South Africa. Any dispute relating in any way to this Agreement will only be resolved by arbitration administered by the Arbitration Foundation of Southern Africa (“AFSA”) in accordance with the then-applicable Arbitration Rules of AFSA, and the arbitral award may be made an order of the High Court of South Africa, Gauteng Division, Johannesburg. The arbitration will take place in Johannesburg. There will be one arbitrator. The arbitration proceedings will be conducted in English. Any party to the arbitration may appeal the final arbitration award of the arbitrator in accordance with the Arbitration Rules of AFSA to a panel of three arbitrators. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Nothing in this clause shall preclude any party from seeking urgent interim relief from any court of competent jurisdiction.

If the Elected Country is Turkey, the governing law will be the laws of the Republic of Turkey, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Amazon and you both consent to the non-exclusive jurisdiction and venue of the central courts of Istanbul (Çağlayan) regarding any dispute with us relating in any way to this Agreement or your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in Turkey.

If the Elected Country is United Arab Emirates, the governing law will be the laws of the Dubai International Financial Centre. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to your use of the Amazon Services API or the API Materials or this Agreement as it relates to your use of the Amazon Services API or the API Materials in the United Arab Emirates must be referred to and finally settled by arbitration under the LCIA Arbitration Rules. The number of arbitrators shall be one, to be appointed in accordance with the LCIA Arbitration Rules. The seat or legal place of arbitration shall be the Dubai International Financial Centre. The language used in the arbitral proceedings shall be English. Amazon and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. The parties hereby waive any rights they may have to bring disputes for resolution before any other court, tribunal or forum.

If the Elected Country is the United States, Canada, or Mexico, the governing law will be the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law. Amazon and you both consent that any dispute with Amazon or its Affiliates or claim relating in any way to this Agreement or your use of the Amazon Services API or API Materials will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totalling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Amazon will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. Amazon and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Amazon and you each waive any right to a jury trial.

13. Representations.

Each party represents and warrants that (a) it has all requisite right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement, (b) it is not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement, (c) it is able to form a legally binding contract and if you are a legal entity then the individual entering into this Agreement on your behalf represents that they have all necessary legal authority to bind you to this Agreement; (d) each party and all of its subcontractors, agents, and suppliers will comply with all applicable laws in the performance of their obligations and exercise of their rights under this Agreement; and (e) that nothing in the Materials you provide us, your product, or your service is false, misleading, defamatory, libellous, slanderous, harassing, or threatening, breaches the terms of any agreement with a third party, or infringes or misappropriates any copyright, trademark, right of publicity, moral right, trade secret, or other proprietary right.

14. Indemnification.

14.1 General. To the fullest extent permitted by applicable law and subject to Section 16 of this Agreement, you will defend, indemnify, and hold harmless us, our Affiliate Companies, our and their licensors, and each of our and their respective employees, agents, officers, directors, and representatives from and against any third-party claims, including any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Amazon Services API or the API Materials (including any Materials you upload, transfer or otherwise make available to or through the Amazon Services API); (b) your violation of any term or condition of this Agreement; (c) Your Materials or the combination of Your Materials with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third party rights or the use, development, design, production, advertising, or marketing of Your Materials; (d) your or your employees’ or personnel’s negligence or willful misconduct; or (e) any dispute between you and any Authorized User. If we or any of our Affiliate Companies are obligated to respond to a third party subpoena or other compulsory legal order or process in connection with your use of the Amazon Services API or the API Materials, you will also reimburse us for reasonable attorneys’ fees, as well as our or their employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. NOTHING IN THIS SECTION 14.1 IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHTS, REMEDIES OR LIABILITIES THAT YOU MIGHT HAVE UNDER APPLICABLE LAWS.
 
14.2 Notification. We will promptly notify you of any claim subject to indemnification, but our failure to promptly notify you will only affect your indemnification obligations to the extent that our failure prejudices your ability to defend the claim. At our option, you will: (a) defend against any claim with counsel of your own choosing (subject to our written consent, which may not be unreasonably withheld); or (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement, which may not be unreasonably withheld. We may also assume control of the defense and settlement of the claim at any time at our own expense.

15. Limitations of Liability.

To the maximum extent permitted by applicable law and subject to Section 16 of this Agreement, neither party (the “First Party”) will be liable (whether in contract, warranty, tort (including negligence, product liability, any type of civil responsibility, or other theory) or otherwise) to the other party or any other person for indirect damages such as cost of cover, recovery, or recoupment of any investment made by the other party or its 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 the First Party has been advised of the possibility of those costs or damages. Nothing in this Section 15 will act to exclude any liability that may not be excluded by law (including under the Australian Consumer Law).
 
16. Acknowledgment. 

NOTHING IN THIS AGREEMENT IS INTENDED TO: (1) EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU HAVE IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT OR REMEDY CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED UNDER APPLICABLE LAW; (2) LIMIT OR EXCLUDE OUR LIABILITY TO YOU FOR LOSSES, TO THE EXTENT THAT SUCH LOSS IS CAUSED BY OUR GROSS NEGLIGENCE OR CRIMINAL CONDUCT; OR (3) REQUIRE ANY INDEMNITY YOU PROVIDE US TO EXTEND TO LOSSES CAUSED BY OUR GROSS NEGLIGENCE OR CRIMINAL CONDUCT.

17. Other Terms.

17.1 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, neither of us is an agent of the other for any purpose, and neither of us has the authority to bind the other. This Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between you and us. The rights we grant you in this Agreement are non-exclusive, and we reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with the Amazon Services API or the API Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us must independently establish our own pricing for our products and services. As between you and us, and subject to Section 16 of this Agreement, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under this Agreement or under any agreement you enter into with any Authorized User or other third party.

17.2 Confidentiality. Unless otherwise provided in this Agreement, you will not disclose Our Confidential Information during the Amazon Services API Term or at any time during the 5-year period following the end of the Amazon Services API Term except as required to comply with the law, and then only to a governmental entity that has jurisdiction over you, provided that you limit disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. However, you will not be required to maintain the confidentiality of any information we make available under this Agreement that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to you at the time of your receipt from us; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by you without reference to Our Confidential Information. You agree that (a) Our Confidential Information will remain Amazon's exclusive property except for customer personal data; (b) you will use Our Confidential Information only as is reasonably necessary for a Permitted Use on behalf of an Authorized User; (c) you will take all reasonable measures to protect Our Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (d) you will retain Our Confidential Information only for so long as its use is necessary for participation in an Amazon service or to fulfil 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. Generally, you may not use personal data in any way inconsistent with applicable Law. You must keep personal data confidential at all times (the above 5 years’ term limit does not apply to personal data).
 
17.3 Import and Export Compliance. In using the Amazon Services API and the API Materials, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.
 
17.4 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns. We may assign this Agreement (or any of our rights and obligations under this Agreement): (a) to any of our Affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction.

17.5 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

17.6 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

17.7 Meaning of Certain Terms. Whenever used in this Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our reasonable discretion.
 
17.8 No Third Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
 
17.9 Tax Responsibility. You and we each will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). You will provide such information to Amazon as reasonably required to determine whether Amazon is obligated to collect Indirect Taxes from you. Amazon shall not collect, and you shall not pay, any such Indirect Tax for which you furnish Amazon a properly completed exemption certificate or a direct payment permit certificate or for which Amazon may claim an available exemption from Indirect Tax. All payments made by you to Amazon under this agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, you will pay such additional amounts as are necessary so that the net amount received by Amazon is equal to the amount then due and payable under this Agreement. Amazon will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

17.10 Antiboycott. Notwithstanding anything to the contrary herein, nothing in this Agreement shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any applicable laws, regulations, rules or requirements, to the extent such applicable laws, regulations, rules or requirements apply to any party to the Agreement.

17.11 Miscellaneous. This Agreement (including the Policies) represents the entire understanding of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. The authentic language of this Agreement and subsidiary or associated documentation is 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 will prevail.

18. Definitions

“Account Identifiers and Credentials” means account IDs and a unique public key/private key pair issued by us or an Affiliate Company that enables you to access and use the Amazon Services API or the API Materials.

“Affiliates” or “Affiliate Companies” means, with respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with that entity.

“Amazon Services API” means any application programming interface (API) offered by Amazon for the purpose of helping Amazon Authorized Users to programmatically exchange data.

“Amazon Services API Specifications” means any technical and operational specifications, security protocols and other documentation or Policies provided or made available by us with respect to the Amazon Services API or the API Materials.

“Amazon Services API Term” is defined in Section 6 of this Agreement.

“Amazon Contracting Party” means the following parties for the respective Elected Countries

“Amazon Network” means our and our Affiliate Companies’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide the Amazon Services API or the API Materials.

“API” means an application programming interface.

“API Materials” means Materials we make available in connection with the Amazon Services API, including APIs, documentation, specifications, software libraries, software development kits, and other supporting materials, regardless of format.

“Application” means a software application or website that interfaces with the Amazon Services API or the API Materials.

“Authorized User” means a user of Amazon’s systems or services who has been specifically authorized by Amazon to use the applicable systems or services.

“Content” means copyrightable works under applicable law and content protected under applicable law.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise.

“Developer” means any person or entity (including you, if applicable) that uses the Amazon Services API or the API Materials for a Permitted Use on behalf of an Authorized User.

“Developer Account” means the password protected account we make available to a Developer.

“Developer Account Number” means the unique identifying number assigned to a Developer account.

“Developer Site” means developer.amazonservices.com and any localized version, successor, or replacement of such website.

“End User” means any party using a Developer’s Application.

“Materials” means software, data, text, audio, video, images, or other Content.

“Our Confidential Information” means all non-public information disclosed by us, our Affiliate Companies, our business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Our Confidential Information includes: (a) non-public information relating to our or our Affiliate Companies' or business partners’ technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that we or our Affiliate Companies or business partners are obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between you and us or our Affiliate Companies or business partners.

“Permitted Use” means a use of an Amazon Services API solely in support of an Authorized User’s authorized use of an Amazon system or service in accordance with any applicable Amazon Services API Specifications.

“Public Software” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux), or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

“Policies” means policies and guidelines on the Developer Site including the Acceptable Use Policy and the Data Protection Policy.

“Privacy Policy” means the Privacy Notice currently referenced on the homepage of the customer-facing Amazon online marketplace (as applicable) for the applicable Elected Country as they may be updated by us from time to time.

“Selling Partner” means any person or entity (including you, if applicable) that is participating in one or more of the Amazon Selling Partner Services.

“Selling Partner Services” means services provided or operated by Amazon that allow, enable, or assist a party to sell goods or services either to Amazon or in Amazon’s online or offline marketplaces.

“Transaction Information” means any information, data, or content relating to any Amazon service.

“Your Materials” means Materials that you use in connection with the Amazon Services API or the API Materials, that you cause to interface with the Amazon Services API, or that you upload or provide to us.