Amazon Marketplace API Licence Agreement
Version : October 2018.
This Amazon Marketplace API Licence Agreement (“Agreement ”) is a binding agreement between Amazon and you or the entity you represent (“you”). “Amazon,” “ we,” “us,” or “our” means Amazon Services Europe S.à.r.l., 5 rue Plaetis, L-2338 Luxembourg, Trade register of Luxembourg n° B 93.815. This Agreement, including the Policies, governs your use of the Marketplace APIs 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 Marketplace APIs or the API Materials directly or indirectly. By registering for or using the Marketplace APIs 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 Program Policies that apply for each country for which you register or elect to use a service (in each case, the “Elected Country”). Capitalized terms have the meanings listed in Section 17 (Definitions) below.
1. Description of the Marketplace APIs.
Under this Agreement, we may make available to you Marketplace APIs (including the Marketplace Web Services APIs) and API Materials that permit your systems to interface with certain features or functionality available to Sellers. 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. API Materials that are Public Software may be provided to you under a separate licence, in which case, notwithstanding any other provision of this Agreement, that licence will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the licence governing any API Materials that are Public Software, all of the non-licence provisions of this Agreement will apply.
2. Licence and Related Requirements.
2.1 Generally. Subject to your completion of our online registration process, compliance with the terms of this Agreement, compliance with our Policies, and maintenance of your Seller Account in good standing at all times during the Marketplace API Term (if applicable) we grant you a limited, revocable, non-exclusive, non-sublicensceable, non-transferable, royalty-free licence to do the following during the Marketplace API Term: (a) allow Developers access to your data through the Marketplace APIs and the API Materials, solely in support of your use of the Services covered by this Agreement in accordance with any applicable Marketplace API Specifications (b) access and use the Marketplace APIs, and install, copy, and use the API Materials, solely in support of your use of Amazon Seller Services in accordance with any applicable Marketplace API Specifications, or (c) access and use the Marketplace APIs, and install, copy, use, and distribute the API Materials, for the purpose of integrating or enhancing a Seller's systems with the features and functionality permitted by us to be accessed through the Marketplace APIs, but solely in support of Sellers who (i) we approve as participating in good standing in applicable Amazon Seller Services, and (ii) have specifically authorized you to provide such services for their Seller Account under an agreement between you and such Seller.
2.2 Registration. In order to use the Marketplace APIs as described in Section 2.1(b) and (c) 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 Licence Restrictions. You may use or authorize Developers to use the Marketplace APIs and the API Materials only as documented and communicated by us. You may not and may not authorize any other party to do any of the following with the Marketplace APIs 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 licence applicable to such Public Software, that the Marketplace APIs or any API Materials be disclosed, licenced, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicence, 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; or (h) access or use them for fraudulent or illegal activities or activities that violate our Policies or are otherwise harmful to us. In addition, all licences granted in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement or if we otherwise terminate this Agreement.
2.4 Account Identifiers and Credentials. In order to access the Marketplace APIs, you must use your Account Identifiers and Credentials in accordance with 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 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. If you use the Marketplace APIs or the API Materials as described in Section 2.1(b) and (c) above, Your Developer or Application name and your Developer Account Number may be provided to Sellers for the purpose of connecting your Application to a Seller Account, and you may only request that a Seller authorize your Application in a manner that we prescribe.
3. Security Requirements.
3. 1 Security of Your Materials. You are solely responsible for the development, content, operation, and maintenance of Your Materials, and for properly configuring and using the Marketplace APIs 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. 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 Marketplace APIs (including as a result of your or any Seller's or other third party’s errors, acts, or omissions). You will notify us immediately if you believe an unauthorized third party may have accessed Your Materials related to the Marketplace APIs or the API Materials.
3.2 End Users. If you use the Marketplace APIs or the API Materials as described in Section 2.1(b) and (c) above, you will ensure that all End Users comply with your obligations under this Agreement and that the terms of any agreement between you and an End User are consistent with this Agreement. 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.
3.3 Information and System Access. To the extent you access or use the Marketplace APIs or the API Materials for the purposes set forth in Section 2.1(c) of this Agreement, you will not access or use any Seller Account unless and only for so long as such access and use is (i) approved beforehand by the Seller as part of a binding agreement between you and the Seller, which cannot be prejudicial to any of our rights under this Agreement or any agreement we may have with the Seller, and (ii) required to deliver or operate an Application that supports the Sellers’ business on Amazon in accordance with that agreement. In no event will you modify the account settings, Content, or offers of any Seller Account or make any other change to a Seller Account except to the extent authorized by the Seller as part of a binding agreement between you and the Seller. You will not access or use any Transaction Information or Personal Information for any purpose other than the delivery or operation of an Application to or on behalf of the Seller, and your Application may only perform actions for a Seller that a Seller is otherwise permitted to perform under the Business Solutions Agreement. In no event will you 1) aggregate any Transaction Information or Personal Information across multiple Sellers (including with any other information or data and even if anonymized), or 2) reproduce or disseminate or disclose to any third party any Transaction Information or Personal Information for any purpose. 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 or Personal Information and against accidental loss or destruction of, or damage to, Transaction Information or Personal 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 or Personal Information stored by or for you. We may monitor, audit, or otherwise inspect your use of the Marketplace APIs or the API Materials to ensure your compliance with the Terms of this Agreement.
4. Testing and Review
4.1 Testing. Prior to making your Application available for commercial use, you must thoroughly test your Application to ensure that it operates properly with the Marketplace APIs and the API Materials, including that it complies with the Marketplace API Specifications.
4.2 Review. We may review you and your Application before or after we allow you to use the Marketplace APIs or the API Materials. 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 make, directly or through third parties, any inquiries we consider necessary to our review.
5. Term and Termination.
5.1 Termination. The term of this Agreement (“Marketplace API Term”) will commence, and you may begin using the Marketplace APIs and the API Materials subject to the terms of this Agreement, on the Effective Date, and the Marketplace API Term will remain in effect until terminated by you or us in accordance with this section. You may terminate the Marketplace API Term 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 Marketplace APIs and the API Materials). We may suspend or terminate your access to the Marketplace APIs or the API Materials or terminate the Marketplace API Term at any time for any reason with or without notice to you as allowed by applicable law. Upon any suspension or termination, you will immediately cease use of the Marketplace APIs and the API Materials. Upon any termination, you will also immediately destroy all API Materials.
5.2 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement will be extinguished, except that Sections 3.3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 survive termination.
6.1 To This Agreement . We may modify this Agreement (including the Policies) at any time and in our sole discretion effective upon the posting of modified terms on the Marketplace Developer Site. It is your responsibility to check the Marketplace Developer Site regularly for modified terms. BY CONTINUING TO ACCESS OR USE THE MARKETPLACE APIS OR THE API MATERIALS AFTER THE EFFECTIVE DATE OF ANY MODIFIED TERMS, YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ANY MODIFICATIONS TO THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE MARKETPLACE APIS AND THE API MATERIALS.
6.2 To the Marketplace APIs or the API Materials. We may change, deprecate, or discontinue the Marketplace APIs or the API Materials (including by changing or removing features or functionality of the Marketplace APIs or the API Materials) at any time.
7.1 To You. Notices made by us to you under this Agreement will be posted on the Marketplace Developer Site or on your Seller or 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.
7.2 To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement, the Marketplace APIs or the API Materials, you may contact us as follows:
with a copy to
Amazon Services Europe S.à.r.l.
5, rue Plaetis
Attn.: VP EU Legal
You will not issue press releases or make any public statement related to the Marketplace APIs 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, or misrepresent or embellish your relationship with us or them in any way. You will not at any time disparage us or any of our Affiliate Companies or any of our or their products or services or portray us or them or any of our or their products or services in a false, competitively adverse, or poor light.
If you suggest to us improvements to the Marketplace APIs or the API Materials (collectively, “Suggestions”), we will own all right, title, and interest in and to the Suggestions. You agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
10. Rights in the Marketplace APIs, the API Materials, the Marketplace 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 Marketplace APIs, the API Materials, the Marketplace 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 Marketplace APIs, the API Materials, the Marketplace API Specifications, or the Amazon Network, including any related intellectual property rights.
11. Governing Law and Disputes.
This Agreement and any dispute relating in any way to this Agreement, the Marketplace APIs or the API Materials will be governed by 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. Each party hereby irrevocably consents 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 Marketplace APIs or the API Materials.
You represent and warrant to us that (a) you have all requisite right, power, and authority to enter into this Agreement and to perform your obligations under this Agreement, (b) you are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (c) you are 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; and (d) you and all of your subcontractors, agents, and suppliers will comply with all applicable laws in the performance of your obligations and exercise of your rights under this Agreement.
13.1 General. 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 claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Marketplace APIs or the API Materials (including any Materials you upload, transfer or otherwise make available to or through the Marketplace APIs); (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 Seller. 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 Marketplace APIs 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.
13.2 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); or (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
THE MARKETPLACE APIS OR 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 MARKETPLACE APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE MARKETPLACE 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 MARKETPLACE 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 MARKETPLACE 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 MARKETPLACE APIS OR THE API MATERIALS.
15. Limitations of Liability.
NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA) OR OTHER LOSSES, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR AND OUR AFFILIATE COMPANIES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT, IF ANY, DURING THE TWELVE (12) MONTHS PRECEEDING THE CLAIM.
16. Other Terms.
16.1 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 Marketplace APIs 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 will be free to establish our own pricing for our products and services. As between you and us, 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 Seller or other third party.
You will not disclose Our Confidential Information during the Marketplace API Term or at any time during the 5 year period following the end of the Marketplace API Term. 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.
16.3 Import and Export Compliance. In using the Marketplace APIs 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.
16.4 Assignment. You will not assign this Agreement, or delegate or sublicence 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.
16.5 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.
16.6 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.
16.7 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 sole discretion.
16.8 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.
16.9 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. No payments are anticipated under this Agreement.
16.10 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.
“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 Marketplace APIs or the API Materials.
“Affiliate Companies” means any entities that control, are controlled by, or that are under common control with Amazon.
“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 Marketplace APIs or the API Materials.
“Amazon Seller Services” means a service provided and operated by Amazon or any of its Affiliate Companies that is compatible with the Marketplace APIs or the API Materials.
“API” means an application programming interface.
“API Materials” means Materials we make available in connection with the Marketplace APIs, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.
“Application” means a software application or website that interfaces with the Marketplace APIs or the API Materials.
“Content” means copyrightable works under applicable law and content protected by database rights under applicable law.
“Developer” means any person or entity (including you, if applicable) that uses the Marketplace APIs or the API Materials for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through the Marketplace APIs or the API Materials.
“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.
“End User” means any party using a Developer’s Application.
“Marketplace APIs” is defined in Section 1 of this Agreement.
“Marketplace 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 Marketplace APIs or the API Materials.
“Marketplace API Term ” is defined in Section 6 of this Agreement.
“Materials” means software, data, text, audio, video, images, or other Content.
“Marketplace Developer Site” means the following websites (and any successor or replacement of such website) for the following Elected Countries, the primary homepages of which are currently located at:
“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.
“Personal Information” means all personally identifiable information relating to Sellers and customers and other third parties including, but not limited to, name, address, e-mail address, phone number, survey responses, and purchases.
“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 licenced or distributed under any of the following licences or distribution models, or licences or distribution models similar to any of the following: (a) the GNU General Public Licence (GPL); Lesser/Library GPL (LGPL), or Free Documentation Licence; (b) The Artistic Licence (e.g., PERL); (c) the Mozilla Public Licence; (d) the Netscape Public Licence; (e) the Sun Community Source Licence (SCSL); (f) the Sun Industry Standards Licence (SISL); (g) the BSD Licence; and (h) the Apache Licence.
“Policies” means terms, conditions, policies, guidelines, rules, and other information on the Marketplace Developer Site.
“Seller” means any person or entity (including you, if applicable) that is participating in one or more of the Amazon Seller Services.
“Seller Account” means the password protected account we make available to a Seller in support of its participation in one or more Amazon Seller Services.
“Transaction Information” means any information, data, or content relating to any Seller Account, to any customer, or to any transactions processed by or for Amazon or any of its Affiliate Companies or on any website.
“Your Materials” means Materials that you use in connection with the Marketplace APIs or the API Materials, that you cause to interface with the Marketplace APIs, or that you upload to us.