Amazon

Amazon Solution Provider Portal Agreement

Version: November 2025

Welcome to Solution Provider Portal (the “Portal”), a dedicated gateway for third party Developers and Service Providers (the “Solution Provider”) to onboard and manage their offerings to Amazon sellers and vendors (“Amazon Partners”).

THIS SOLUTION PROVIDER PORTAL AGREEMENT, INCLUDING THE SERVICE PROVIDER TERMS AND API DEVELOPER TERMS (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS AND USE OF THE PORTAL. BY REGISTERING FOR OR USING THE PORTAL, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY POLICIES OR SERVICE TERMS THAT APPLY FOR EACH COUNTRY (IN EACH CASE, THE "ELECTED COUNTRY") FOR WHICH YOU USE OR OFFER A SOLUTION.

This 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. Capitalized terms have the meanings listed in Appendix 1 (Definitions) below. This Agreement takes effect when you click an “I Accept” or similar button (the “Effective Date”) or by continued use of the Portal after being presented with 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. To the extent that any of the terms in this Agreement conflict with, as applicable, any other terms related specifically to your use of the Portal or offering of Solution(s) provided under this Agreement, which may include the Policies and the Amazon Services Business Solutions Agreement (each individually the “Underlying Agreement”), this Agreement will control.

1. Registration and Use. In order to use the Portal, you must complete the registration process, during which you agree to: (a) provide true, accurate, current, and complete information about yourself and your entity/organization as prompted by the registration form (“Registration Data”), and (b) maintain and promptly update any information including the Registration Data to keep it true, accurate, current and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) directly or through third parties to the extent allowed by applicable law. You are responsible for maintaining the confidentiality of, and accept responsibility for all activities relating to, your Portal account and credentials. You will inform us immediately if you believe your account or credentials are lost, stolen, or compromised. Any personal data you provide to us will be handled in accordance with Amazon’s Privacy Notice for your Elected Countries. This provision survives termination of the Agreement and is subject to Section 4.

1.1 Solution Provider Access and Use. Prior to an Amazon Partner adding you as a Solution Provider, or to continue operating as a Solution Provider, you must: (a) successfully complete any required verification and data access assessments, (b) comply with Amazon Policies at all times and (c) meet minimum industry data protection standards and practices.

1.2 Employee/Agent Data Disclosure Requirement. If your Solution(s) permits your employee, agents or contractors to process or access data, you must clearly disclose this in your Solution’s description and privacy policy. You must add these employees, agents and/or contractors as users in “user permissions” in the Portal, and these employees, agents and/or contractors must register and successfully complete verification. You are responsible for the actions and behaviors of your employees, agents and contractors. Your employees, agents and contractors are also subject to ongoing compliance with our terms.

Solution Providers are responsible for ensuring this disclosure is accurate and complete in accordance with Amazon Policies. Solution Providers must clearly indicate that they are separate entities from Amazon Partners and have their own permissions.

1.3 Use of Agents. If you deploy, enable, or authorize an Agent to access or interact with any Amazon Services, the following restrictions apply:

a. Identification and Compliance Requirements. All Agents must clearly identify themselves as automated systems and always comply with the requirements in Section 1.3 (c) when accessing Amazon Services. Agents are prohibited from accessing Amazon Services if Amazon has explicitly requested cessation of such access.

b. Access Limitations. Amazon reserves the right, at its sole discretion, to limit or restrict Agent access to Amazon Services through technical or other measures.

c. Technical Compliance Standards. As per the Agent Policy, all Agents must:

(i) Request Identification: Include "Agent/[agent name]" in the user agent string of all HTTP/HTTPS requests (example: "Agent/AmazonAgent"),

(ii) Transparent Operation: Maintain clear identification as automated systems and must not: Simulate human behavior patterns (keystrokes, navigation speed, interaction timing); complete or bypass CAPTCHAs or human verification systems; obscure their automated nature through any technical means,

(iii) Truthful Disclosure: Respond accurately to any prompts or questions designed to distinguish between human and automated interactions, and

(iv) Access Control Compliance: Refrain from circumventing any technical measures designed to block, limit, or control Agent access to Amazon Services

2. Fees and Account Authorization. You agree to pay all fees as shown and described in your Portal account to receive and continue using the Amazon Services. You are responsible for all of your expenses in connection with this Agreement. To use the Portal, you must provide us with valid credit card information from a credit card or credit cards acceptable by Amazon ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by Amazon ("Your Bank Account"). You will use only a name you are authorized to use in connection with your use of the Portal and will update all the information you provide to us as necessary to ensure that it always remains accurate, complete, and valid.

You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). Any refunds, reimbursements, or credit adjustments (the “Account Credits”) to you will be remitted to Your Bank Account through a banking network or by other means specified by us. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in United States Dollars (USD), and all Account Credits contemplated by this Agreement will be made in USD.

If we reasonably determine that your actions or performance may result in chargebacks, claims, disputes, violations of our terms or policies, violations of law or other risks to Amazon or third parties, or if we determine that your account—or any other account you have operated—has been used to engage in deceptive, fraudulent, or illegal activity, or your use of the Portal or Services has harmed, or our controls identify that it might harm other Amazon Partners or Amazon’s legitimate interests, then we may withhold any Account Credits to you for as long as we determine any related risks to Amazon or third parties persist.

For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any payments that are payable by you to us (in reimbursement or otherwise) against any Account Credits we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means.

3. Ratings and Feedback

3.1 Ratings. We may implement mechanisms that rate, or allow other parties to rate and provide feedback about your Solution (including information about a Solution that has been removed from the Amazon Selling Partner Appstore or Service Provider Network Site), you, and your performance in connection with your Solution. We may make these ratings and feedback publicly available. We have the right to remove reviews that are designed to mislead or manipulate Amazon Partners or are otherwise fraudulent.

3.2 Your Feedback. We will own and be free to use in any manner and without restriction to the extent necessary and authorized by law, any suggestions, comments, ideas, improvements or other feedback or Materials you provide us with respect to the Portal, Services or products offered by us. If you suggest to us improvements to the Portal or Corresponding Systems (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.

4. Term and Termination

4.1 Term. The term of this Agreement (“Agreement Term”) will commence on the Effective Date and remain in effect until terminated by you or us in accordance with this section.

4.2 Termination.

By You. You may terminate this Agreement at any time for any reason by providing us written notice by submitting a support case through the Portal.

By Us. We may terminate or suspend your use of the Portal and any Solution or terminate this Agreement for convenience with 30 days’ advance notice. We may also suspend or terminate your use of the Portal or any Solution and 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; (c) your use of the Portal or provision of a Solution through the Portal has harmed or our controls identify that it might harm third parties, such as (without limitation) customers, Amazon Partners, shippers, or Amazon’s legitimate interest; (d) regulations in the Elected Country require us to do so, (e) you fail to comply with any identification verification ("IDV"), permission vetting, data handling or data processing requirements; (f) if we are required to do so by law.

4.3. Notice of Termination. 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 Portal, Solution and the Amazon SPN badge. For the avoidance of doubt, a court order will not be required to give effect to any termination of this Agreement. Upon any termination, you will also immediately destroy all API Materials if applicable.

4.4 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished unless otherwise explicitly stated, except that Sections 3 (Ratings and Feedback), 4 (Term and Termination), 5 (Our Role), 6 (License to Our Materials and Services),7 (Modifications To This Agreement), 8 (Notice), 9 (Representations), 10 (Indemnification), 11 (Governing Law and Disputes), 12.2 (Public Statement), 13 (Other Terms), 15 (Acknowledgement), Appendix 1 (Definitions) survive termination.

5. Our Role. You are the Solution Provider of record for any Solution(s) that you list on the Portal, Amazon Selling Partner Appstore (“SPA”), or Service Provider Network Site. You are solely responsible for any information that you display on the Portal and the accuracy, lawfulness and veracity of that information. We do not curate the content you and other users upload to the Portal. Except as expressly set forth in this Agreement, we are not involved in any underlying transaction between you and any Amazon Partner, and we are not responsible for any dispute between you and any Amazon Partner or any liability which may be owed by any Amazon Partners to you or by you but we may elect to assist in the resolution of any dispute between you and any Amazon Partner. If we elect to assist in the resolution of a dispute, you agree to cooperate with us to resolve the dispute. Accordingly, the contract formed for any Solution that you list on the Portal is solely between you and the Amazon Partner; subject to Section 15 of this Agreement; we are not party to that contract nor do we assume any responsibility arising out of or in connection with it, nor are we the Amazon Partner’s agent.

6. License to Our Materials and Services. You may not use, reproduce, duplicate, copy, sell, visit, or otherwise exploit Our Materials or any Solutions for any purpose not contemplated by this Agreement or other related Amazon service terms without express written consent of Amazon. You will not, and will not allow any third party to, use any of Our Materials or Solutions to directly or indirectly develop or improve large language or multimodal models, machine learning models or related technology. You will not and will not allow any third party to use data mining, robots, or similar data gathering and extraction tools to collect or use any of Our Materials or otherwise make any derivative use of any Solution or its contents. You may not reverse engineer, decompile or disassemble, tamper with, apply any other process or procedure to derive the source code or other underlying components (such as a model, model parameters, or model weights), or bypass any security associated with Our Materials, whether in whole or in part.

7. Modifications

7.1 To This Agreement. We may modify these terms from time to time. We will provide at least 15 days’ advance notice in accordance with Section 8. Notwithstanding the foregoing, 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 Portal (where this does not materially adversely affect your use); (c) to comply with local regulation; or (d) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Any such change will be effective upon written notice to you, and your continued use of the Portal after we post any change will constitute your acceptance of such a change. If any change is unacceptable to you, you agree to cease use of the Portal and to end the Agreement as described in Section 4.

7.2 To the Portal. We may change, deprecate, or discontinue the Portal including changing or removing features or functionality of the Portal at any time. Where we make a materially adverse change to the Portal, as reasonably determined by us, Amazon will provide advance notice to you in accordance with Section 8 of this Agreement. Your continued use of the Portal after the effective date of any change will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Portal and to terminate the Agreement as described in Section 4.

Your access to the Portal 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.

8. Notice

8.1 To You. Notices made by us to you under this Agreement will be 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 the Agreement or the Portal, you may contact us by clicking “Support” in the Portal.

9. Representations. Each party represents and warrants that (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered, (b) it has all requisite right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement, (c) it is not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (d) any information provided or made available by one party to the other party or its Affiliates is at all times accurate, complete, and not misappropriated, (e) 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; (f) 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; (g) nothing in the materials you provide us, your product, or your service is false, misleading, defamatory, libelous, 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, and (h) you are not the subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

10. Indemnification

10.1 General. To the fullest extent permitted by applicable law and subject to Section 15 of this Agreement, you will defend, indemnify, and hold harmless us, our Affiliates, and each of our and their respective employees, agents, officers, directors, and representatives from and against any third-party claims, damages, losses, settlements, liabilities, costs, and expenses (including without limitation attorneys’ fees) (each, a “Claim”) arising out of or relating to: (a) your use of the Portal (including any materials you upload, transfer or otherwise make available to or through the Portal or claims you make about your use of the Portal); (b) your violation of any term or condition of this Agreement or non-compliance with applicable Laws; (c) Your Solution, Materials or the combination of Your Materials with other Applications, Services, 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 Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; (e) your or your employees’, personnel’s or agents’ negligence or willful misconduct; (f) actual or alleged breach of any representations you have made; or (g) any dispute between you and any Amazon Partner or Authorized User. If we or any of our Affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process in connection with your use of the Portal, 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 10.1 IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHTS, REMEDIES OR LIABILITIES THAT YOU MIGHT HAVE UNDER APPLICABLE LAWS.

10.2 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.

11. Governing Law and Disputes. The governing law applicable to this Agreement 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 Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) either party may elect to proceed 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 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. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent, CSC 300 Deschutes Way SW, Suite 208 MC-CSC1, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs the payment of all filing, administration and arbitrator fees. We will reimburse those fees for claims totaling 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. The underlying award in the arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. 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.

If you are located in Australia, the following provisions of Section 11 will not apply to you: (i) the requirement that "any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action"; and (ii) the waiver of "any right to a jury trial”.

12. Confidential Information; Public Statements.

12.1 Confidential Information. Unless otherwise provided in this Agreement, you will not disclose Our Confidential Information during the Agreement Term or at any time during the 5-year period following the end of the Agreement 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.

You will use and disclose Our Confidential Information only to the extent necessary to perform your obligations under this Agreement or in connection with providing requested products or services to the disclosing Amazon Partner, and you will ensure that every recipient of Our Confidential Information complies with the restrictions applicable to you relating to that information. You will not refer to us, orally or in writing, in any manner that (a) implies sponsorship or endorsement by us or our Affiliates; or (b) misrepresents or embellishes your relationship with us in any way. 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 fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. 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).

If you believe (acting reasonably) that a personal data breach has occurred in relation to any customer personal data in your possession or otherwise under your control (including in the possession of a third party), you shall immediately notify Amazon of such personal data breach (in sufficient detail) for information purposes, and promptly take any actions (or require the third party to take such actions, if relevant) as applicable to you under data privacy Laws.

12.2 Public Statements. You will not issue press releases or make any public statement related to the Portal, Solution, or use our or any of our Affiliates’ names, trademarks, or logos (collectively the “Marks”) or anything that is identical to or confusingly similar to Amazon or our Affiliates’ Marks 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 Affiliates or related to the Portal or Services does not misrepresent or embellish your relationship with us or them in any way.

12.3 Solution Provider Badging. Registered, verified Solution Providers in good standing will be permitted to utilize Amazon Badging pursuant to our Amazon Badging Policy described in Section S-9.

13. Other Terms

13.1 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 Solution 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 15 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.

13.2 Assignment. You may not assign this Agreement or delegate or sublicense any of your rights under this Agreement, by operation of law or otherwise, in total or in part, or any obligation or right under this Agreement, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the Assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.

13.3 Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision or any other provision of this Agreement subsequently. All waivers by us must be in writing to be effective.

13.4 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 the effect and the 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.

13.5 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.

13.6 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.

13.7 Disclaimer & General Release.

a. SUBJECT TO SECTION 15 OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, The Portal and Corresponding Systems (including all Content, Software, Functions, Materials, and Information) made available on, or PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." and you accept and acknowledge that your use is at YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 9 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE PORTAL, CORRESPONDING SYSTEMS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PORTAL OR CORRESPONDING SYSTEMS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN SOLUTION PROVIDERS AND AMAZON PARTNERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, SUBJECT TO SECTION 15 OF THIS AGREEMENT, EACH PARTICIPANT RELEASES AMAZON (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

13.8 Limitation of Liability. SUBJECT TO SECTION 15 OF THIS AGREEMENT, WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU, IF APPLICABLE, TO AMAZON IN CONNECTION WITH THE PARTICULR SERVICE GIVING RISE TO THE CLAIM; or b) USD $1,000.

13.9 Insurance. To the extent required by applicable laws, regulations, or professional standards, you shall obtain and maintain any necessary insurance coverages, licenses, permits, and certifications, including but not limited to commercial, general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Amazon and its assignees as interested parties. Such insurance coverage shall be maintained at your own expense and remain in full force and effect throughout the term of this Agreement.

At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.

13.10 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.

13.11 Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13.12 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.

14. Miscellaneous. This Agreement and all corresponding Policies represents the entire understanding of the parties with respect to the subject matter hereof and supersedes 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.

15. Acknowledgement. NOTHING IN THIS AGREEMENT IS INTENDED TO: (1) EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU HAVE IN STATUTE, LAW 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.

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Service Provider Terms

These Service Provider Terms are part of the Agreement and, unless specifically provided otherwise, apply to your use of the Portal and Service Provider Network (“SPN”).

S-1 Generally. SPN is an Amazon directory service that enables Service Providers to make information about their Services available to Amazon Partners on the Portal. Subject to your compliance with this Agreement, you may apply for listing your Service(s) on the SPN Site. In order to help Amazon Partners, discover new Service Providers and ensure they meet a “high quality” standard, we recommend you to list your Services in SPN if you sell or offer your Services to Amazon Partners other than yourself.

S-2 Eligibility. To list your Services on the SPN Site you must complete the registration process set forth in Section 1 of this Agreement.

S-3 Review. We may review your listing before or after we allow you to list your Service on the SPN Site. We may review your Service for, among other things, compliance with this Agreement, compliance with our Polices, or the quality of your Service. We may decide not to allow you to list your Service on the SPN Site based on our review and in accordance with this Agreement. We may make any inquiries, either directly or through third parties, we consider necessary to our review.

S-4 Removal of Your listing from SPN. You may remove a listing of your Services from the SPN Site at any time in accordance with this Agreement or our Policies. We may also remove or suppress your listing from the SPN Site for convenience with 30 days’ advance notice. We may remove, suspend, or modify any listing from the SPN Site immediately in accordance with Section 4.2 of this Agreement.

S-5 Your Services and Your Agreements with Amazon Partners. You will ensure that the terms of any agreement between you and an Amazon Partner (“Your Terms”) to support their business with Amazon are consistent with this Agreement and applicable laws, and you will not provide Services to any Amazon Partner that you know or suspect will violate, cause a violation or cause you to violate this Agreement or, that you know or suspect will violate, cause a violation or cause the Amazon Partner to violate their agreement(s) with Amazon, or is otherwise harmful to us.

S-6 Scope of Your Services and Performance: Subject to Section 15, you are solely responsible for your Services to Amazon Partners, and the terms and conditions of those Services. Services may include or relate to (but are not limited to) (i) product compliance; (ii) product images, listings and cataloging; (iii) shipping and logistics; (iv) product labeling and packing; (v) technical integration and order management services; (vi) account management. You will provide timely responses to Amazon Partner’s inquiries and requests for service. Services rendered by you to Amazon Partners pursuant to this Agreement must be performed in a professional manner in accordance with the terms of this Agreement and the standards of performance considered generally acceptable in the relevant industry for similar services. In the absence of detailed specifications for the performance of any portion of the Agreement, the parties agree that the applicable specification shall be the generally accepted industry standard. It is your responsibility to ensure that you have appropriate qualifications to provide the services listed by you in the Elected Country.

S-7 Modification To SPN. We may change, deprecate, or discontinue SPN or the SPN Site including changing or removing features or functionality of SPN or SPN Site at any time. Where we make a materially adverse change to SPN or the SPN Site, as reasonably determined by us, Amazon will provide advance notice to you in accordance with Section 8 of this Agreement. Your continued participation in SPN or your continued use of the SPN Site after the effective date of any change will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the SPN Site or participate in SPN and to terminate the Agreement as described in Section 4.

S-8 Limitation of Liability. To the fullest extent permitted by applicable law and subject to Section 15 of this Agreement, Amazon and its Affiliates (a) disclaim all warranties of any kind except those expressly agreed to in Section 9; and (b) will not be liable for (i) any damages of any kind arising out of or relating to your use of the SPN Site, including any loss of data or any direct, special, incidental, consequential, indirect, punitive, exemplary, or reliance damages (including loss of profits or cost of cover), however caused and regardless of theory of liability; (ii) any breach by any third party of any contract with you; or (iii) any investments, expenditures, or commitments by you in connection with your use of the SPN Site.

S-9 Amazon Badge; Your Materials.

S- 9.1 Amazon Badge. Amazon grants to you a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free and revocable license to use the Amazon SPN badge (as provided by Amazon, once in the body of a single web page, and exclusively for the purpose, and in the context of promoting your services as defined in Section S-6 of this Agreement for the Agreement Term. All other use of the Amazon SPN badge is subject to our prior written approval. Upon our request, you will promptly provide us with samples of any materials using the Amazon SPN badge. You acknowledge and agree that you (a) will comply with the Trademark Usage Guidelines found here, (b) may not use the Amazon SPN badge except as expressly provided in this Agreement, and (c) will promptly cease use of the Amazon SPN badge upon our request or termination of this Agreement. If we make any materials available to you, you may not modify them in any way.

S- 9.2 Your Materials. 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).

API Developer Terms

These API Developer Terms are part of the Agreement and, unless specifically provided otherwise, concern and apply only to your use of the Portal and Amazon Selling Partner Appstore (the “SPA”).

D-1 Generally. Subject to your compliance with this Agreement, you may list your Application in the SPA. In order to help Amazon Partners discover new Applications and ensure that Applications using Amazon Partner APIs meet a “high quality” standard, we require you to list your Application in the SPA if you sell your Application to Amazon Partners other than yourself or offer it for use to Amazon Partners other than yourself.

D-2 Eligibility. To list your Application in the SPA you must complete the registration process set forth in Section 1 of this Agreement.

D-3 Review. We may review 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 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 SPA 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.

D-4 Removal of Your Application from the Amazon Appstore. You may remove a listing of your Application from the Amazon Appstore at any time in accordance with this Agreement or our Policies. We may also remove, suspend, or modify any listing for your Application from the Amazon Appstore with 30 days’ advance notice. We may remove, suspend, or modify any listing for your Application from the Amazon Appstore immediately in in accordance with Section 4.2 of the Agreement.

D-5 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.

D-6 License and Related Requirements.

D- 6.1 Generally. Subject to your completion of our online registration process set forth in Section 1 of this Agreement, 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 Agreement 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).

D- 6.2 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.

D- 6.3 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 15 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.

D-7 Data Protection and Security Requirements.

D-7.1 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 Underlying 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.

D-7.2 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 15 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.

D-7.3 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.

D-7.4 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.

D-7.5 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 D-7.5.

D- 7.6 Technical Support. You are solely responsible for technical support (if any) for your Application.

D-8 Effect of Termination. Upon termination of this Agreement, 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).

Notwithstanding the obligation in Section 4.4 of this Agreement, all rights and obligations of the parties under these API Developer Terms will be extinguished, except that Sections D-7.4 (System Access), D-7.5 (Transaction Information Data Protection), D-7.6 (Technical Support), D-9 (Modifications), D-10 (Rights in the Amazon Services API, the API Materials, the Amazon Services API Specifications, and the Amazon Network, D-11 (Limitation of Liability), and D-12 (Import and Export Compliance) survive termination.

D-9 Modifications 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 in accordance with Section 8 of this Agreement. 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 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 the Agreement.

D-10 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 D-6 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.

D-11 Limitations of Liability To the maximum extent permitted by applicable law and subject to Section 15 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 D-11 will act to exclude any liability that may not be excluded by law (including under the Australian Consumer Law).

D-12 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.

Appendix 1 Definitions

As used in this Agreement, the following terms have the following meanings:

“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.

“Agent” means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity.

“Amazon Contracting Party” is Amazon.com Services LLC unless specified below:

If the Elected Country is Australia, the Amazon Contracting Party is Amazon Commercial Services Pty Ltd

“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 Solution.

“Amazon Partners” means any Amazon sellers, vendors, supply chain partners, enterprise buyers, and off-Amazon merchants.

“Amazon Services” means website features and other products, tools and services to you when you visit, the Portal or use Amazon products or services (including Gift Cards, Amazon Video, Your Media Library, Amazon devices, Amazon applications, Selling on Amazon, Fulfillment by Amazon, Amazon Advertising (including Amazon Sponsored Products), the Selling Partner APIs, and, the Transaction Processing Services, together in each case with any related services and materials we make available), use Amazon applications for mobile, or use software provided by Amazon in connection with any of the foregoing.

“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 Solution.

“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 webPortal that interfaces with the Solution.

“Assignee” is the party to whom you or we have transferred rights and obligations under this Agreement subject to Section 13.2.

“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.

“Corresponding Systems” means the SPA, Amazon Services API, API Materials, Service Provider Network, SPN Site.

“Developer” means any person or entity (including you, your employees, agents and contractors 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.

“Elected Country” means each country you elect to use or offer a Solution.

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

"Governing Courts" means the state or Federal court in King County, Washington, whichever is applicable.

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

"Insurance Limits" means the applicable one of the following:

One Million Canadian Dollars ($1,000,000) (if the Elected Country is Canada),
Ten Million Mexican Pesos ($10,000,000) (if the Elected Country is Mexico),
One Million U.S. Dollars ($1,000,000) (if the Elected Country is any other country except those noted above).

“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.

"Our Materials" means all Technology, Amazon Trademarks, Content, Amazon Product information, data, materials, and other items or information provided or made available to you by Amazon.

“Permitted Use” means a use of a Solution 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.

“Policies” means policies and governing your use of the Portal including the Acceptable Use Policy, Agent Policy, Conditions of Use and the Data Protection Policy.

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

“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.

“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.

“Service Provider” means is an individual or entity (including you, your employees, agents and contractors if applicable), that provides Services to Amazon Partners.

“Services” means any listed service being offered to an Amazon Partner which may include or relate to (but are not limited to) (i) product compliance; (ii) product images, listings and cataloging; (iii) shipping and logistics; (iv) product labeling and packing; (v) technical integration and order management services; (vi) account management.

“SPN Site” means the Amazon website or websites, where you list your Services in the Service Provider Network directory and any successor or replacement of this/these Amazon website(s).

“Solution” means each of the following: Amazon Services API, API Materials, Amazon Services and Services.

“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 you cause to interface with the Amazon Services API or Service Provider Network, or that you upload or provide to us.

"Your Transaction" means your offering of Solution(s) through the Portal or any Corresponding System.