Amazon Marketplace Web Service Licence Agreement
Version: March 1, 2011.
This Amazon Marketplace Web Service 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 Web Service and MWS Materials (each as 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 MWS or MWS Materials directly or indirectly. Capitalized terms have the meanings listed in Section 15 (Definitions) below.
BY ENTERING INTO THIS AGREEMENT YOU (A) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE MARKETPLACE WEB SERVICE AND MWS MATERIALS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
Under this Agreement, we may make available to you MWS Materials that permit your systems to interface with certain features or functionality available to Sellers (collectively, the "Marketplace Web Service" or "MWS"). The MWS and MWS Materials are provided by us at no charge, subject to the terms of this Agreement. 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. All terms and conditions applicable to the MWS and MWS Materials are solely between you and us including, without limitation, the terms and conditions of this Agreement. MWS 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 MWS Materials. For the avoidance of doubt, except to the extent expressly prohibited by the licence governing any MWS 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 for the MWS, compliance with the terms of this Agreement, and compliance with our policies and procedures for the use of the MWS and MWS Materials, including those included or referenced in this Section 2, we grant you a limited, revocable, non-exclusive, non-sublicensceable, non-transferable licence to do the following: (a) access and use the MWS, and install, copy, and use the MWS Materials, solely in support of your use of Amazon Seller Services in accordance with any applicable MWS Specifications, or (b) access and use the MWS, and install, copy, use, and distribute the MWS 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 MWS, 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 Seller Account. You must maintain a Seller Account (which may be a Staging Account) in good standing at all times during the MWS Term.
2.3 Licence Restrictions. You may use and access the MWS and applicable MWS Materials only through the MWS 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 MWS or MWS 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 MWS or any MWS Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; or (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas. 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.
2.4 Account Identifiers and Credentials. In order to access the MWS APIs, you must use your Account Identifiers and Credentials in accordance with this Agreement. 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 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.
2.5 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 MWS 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 MWS (including as a result of your or any Seller's or other third party's errors, acts, or omissions).
2.6 MWS Applications. Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with the MWS and MWS Materials, including, without limitation, that it complies with the MWS Specifications.
2.7 Information and System Access. To the extent you access or use the MWS or MWS Materials for the purposes set forth in Section 2.1(b) 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 in writing by the Seller as part of a binding agreement between you and the Seller, and (ii) required to deliver or operate an MWS Application to or on behalf of the Seller 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 in writing 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 MWS Application to or on behalf of the Seller. In no event will you 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, (ii) maintain all Transaction Information and Personal Information logically separate from all other information, and (iii) 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.
3. Term and Termination.
The term of this Agreement ("MWS Term") will commence, and you may begin using the MWS and MWS Materials subject to the terms of this Agreement, on the Effective Date, and the MWS Term will remain in effect until terminated by you or us in accordance with this Section 3. You may terminate the MWS Term for any reason by providing us 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 MWS and MWS Materials). We may suspend your access to the MWS and MWS Materials or terminate the MWS Term at any time upon notice to you. Your access to the MWS and MWS Materials may be suspended upon any suspension of your right to use the Amazon Seller Services for which you have registered or your Seller Account (including any Staging Account), and the MWS Term will terminate immediately upon any termination of your right to use such Amazon Seller Services or your Seller Account (including any Staging Account). Your access to the MWS and MWS Materials for the purposes set forth in Section 2.1(b) of this Agreement may also be suspended upon any suspension of the right of any Seller you support to use the Amazon Seller Services for which that Seller has registered or its Seller Account (including any Staging Account). Upon any suspension or termination, you will immediately cease use of the MWS and all MWS Materials. Upon any termination, you will also immediately destroy all MWS Materials.
Without limiting the foregoing, we may suspend or terminate your access to the MWS and all MWS Materials immediately upon notice to you if we determine:
4.1 To This Agreement. You agree that we may modify this Agreement (including the Policies) or any policy or other terms referenced in this Agreement at any time and solely at our discretion, effective upon the posting of modified terms on the MWS Site or otherwise on your Seller Account. It is your responsibility to check the MWS Site and your Seller Account (including your Staging Account if applicable) regularly for modified terms, other applicable modifications, and notices. We last modified this Agreement on the date listed at the beginning of the Agreement. By continuing to access or use the MWS or MWS 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 MWS and MWS Materials.
4.2 To the MWS or MWS Materials. We may change, deprecate, or discontinue the MWS or MWS Materials (including by changing or removing features or functionality of the MWS or MWS Materials) from time to time.
5.1 To You. Notices made by us to you under this Agreement will be posted on the MWS Site or on your Seller Account or sent to the email address that you provided when you registered for the MWS 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.
5.2 To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement, the MWS, or MWS 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 MWS or MWS 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 MWS or MWS Materials (collectively, "Suggestions"), we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions during the MWS Term and for as long thereafter as you are permitted under applicable laws and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers' general level of satisfaction with the MWS and MWS Materials and with your delivery of related services to such Sellers, and you agree that we may publically report the results of such surveys without restriction.
8. Rights in the MWS, MWS Materials, MWS Specifications, and the Amazon Network.
As between you and us, we or our licensors own all right, title, and interest in and to the MWS, MWS Materials, MWS 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 MWS, MWS Materials, MWS Specifications, or the Amazon Network, including any related intellectual property rights.
9. Governing Law and Disputes.
This Agreement and any dispute relating in any way to this Agreement, the MWS, or MWS 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 MWS.
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 hereunder, and (b) 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.
11.1 General. You will defend, indemnify, and hold harmless us, our Affiliate Companies, our and their licensors, and each of our and their respective employees, 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 MWS or MWS Materials (including any Materials you upload, transfer or otherwise make available to or through the MWS); (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 part rights or the use, development, design, production, advertising, or marketing of Your Materials; (d) your or your employees' or personnel's negligence or wilful 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 MWS or MWS Materials (including as described in clause (a) above), 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.
11.2 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 defence and settlement of the claim at any time.
THE MWS AND MWS 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 MWS OR MWS MATERIALS, INCLUDING ANY WARRANTY THAT THE MWS OR MWS 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 MWS, 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 MWS OR MWS MATERIALS, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE MWS OR MWS MATERIALS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE MWS OR MWS MATERIALS; OR (D) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE MWS OR MWS MATERIALS. WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAY DISCONTINUE PROVIDING OR DEPRECATE THE MWS AND ANY MWS MATERIALS, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE MWS AND ANY MWS MATERIALS FROM TIME TO TIME, AND YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY OF THE FOREGOING ACTIONS.
13. 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.
14. Other Terms.
14.1 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. The rights we grant you in this Agreement are nonexclusive, 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 MWS or MWS 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 MWS Term or at any time during the 5 year period following the end of the MWS 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.
14.3 Import and Export Compliance. In using the MWS and MWS 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.
14.4 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.
14.5 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.
14.6 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.
14.7 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.
14.8 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.
14.9 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. If the terms of this Agreement are inconsistent with the terms contained in any Policies, the terms of this Agreement will control.
"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 MWS or MWS 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 centre 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 MWS or MWS Materials.
"Amazon Seller Services" means a service provided and operated by Amazon Services Europe S.à.r.l. or any of its Affiliate Companies within the European Union that is compatible with the MWS or MWS Materials.
"API" means an application programming interface.
"Content" means copyrightable works under applicable law and content protected by database rights under applicable law.
"Materials" means software, data, text, audio, video, images or other Content.
"MWS" or "Marketplace Web Service" is defined in Section 1 of this Agreement.
"MWS Application" means a software application or website that interfaces with the MWS or MWS Materials.
"MWS Materials" means Materials we make available in connection with MWS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.
"MWS Specifications" means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the MWS or MWS Materials.
"MWS Term" is defined in Section 3 of this Agreement.
"MWS Site" means that website (and any successor or replacement of such website), the primary homepage of which is currently located at http://developer.amazonservices.co .uk.
"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 licensed 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 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.
"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.
"Staging Account" means a Seller Account with status "in staging" that we make available to a third party service provider whom we allow to access our online portals and tools provided to Sellers for the purpose of integrating or enhancing a Seller's systems with the features or functionality made accessible by us through the MWS or MWS Materials.
"Suggestions" is defined in Section 7 of this Agreement.
"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 MWS or MWS Materials, that you cause to interface with the MWS, or that you upload to the MWS.