Amazon Business App Center Terms for App Providers

These Terms and Conditions (this "Agreement") for Amazon Business App Center ("App Center") are an agreement between the applicable Amazon Contracting Entity ("Amazon," "we," "us," or "our") and the entity seeking to offer software application(s) in the App Center ("you" or "your") and govern your participation in and interaction with the App Center. This Agreement is effective when you accept it (the "Effective Date"). The individual accepting this Agreement on behalf of the entity entering into this Agreement represents to us that they have the authority to bind that entity to this Agreement. Please see Section 7 for definitions of certain capitalized terms used in this Agreement. Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in the Account Terms. To the extent that any of the terms in this Agreement conflict with, as applicable, the terms governing participation in Amazon Business or your use of any Amazon services available through Amazon's Seller Central (which may include for example, the Amazon Business Accounts Terms and Conditions ("Account Terms", links in Section 7 below, the Amazon Services API Developer Agreement, or the Amazon Services Business Solutions Agreement, links in Section 7 below) , then this Agreement will control.

1. Eligibility. To list software applications ("Apps"), you must have a valid Amazon Business account, meet all other eligibility requirements of, and otherwise at all times be in compliance with the requirements specified in the Policies.

2. Listings. Once eligible, you may list Apps in the App Center subject to the following terms:

2.1 Review of Listings. You will evaluate and test all Apps before submitting them to us to confirm that they comply with this Agreement and our Policies and operate properly. In connection with operating the App Center, we may review and test the Apps at any time, including for security-related concerns and to confirm the accuracy of information in the Apps. We may reject or refuse to list any App(s) at any time. You will cooperate with our review and testing and comply with our reasonable requirements relating to such process.

2.2 Your App Center Content. Upon listing an App you will supply to Amazon: a) test credentials to test the connection to the App on behalf of Amazon Business customers ("Customers"); and b) accurate and complete Required App Information for each App that you wish to make available for listing through the App Center, together with all other related information we reasonably request. You will thereafter update such information as frequently as necessary so that the information is at all times during the Term current, accurate and complete, and will ensure that all information provided with respect to any particular App is relevant to such App.

2.3 Responsibility for Your App Center Content. You are solely responsible for Your App Center Content. You will establish the pricing, license rights and other terms governing Customers' access to and use of Apps you list. If you do not provide terms for Apps you list, then you agree to license such Apps to Customers on the terms set forth in the standard end user license agreement under our Terms of Use and relevant policies (your terms for an App or our standard terms, as applicable in each case, the "End User License Agreement" or "EULA"). You will ensure that all Your App Center Content (including information about applicable fees) is, at all times, accurate, complete, not misleading, and in compliance with applicable law. Except as provided in this Agreement, Amazon obtains no rights under this Agreement from you to Your App Center Content.

2.4 Transactions; Fees and Taxes. You will be responsible for, and will bear all risk and liability for (a) ensuring for Customers a connection to (or access to) all Apps for which the applicable Customer(s) has requested a connection via the App Center, and will do so in accordance with the terms of this Agreement and all Policies; (b) not canceling or revoking any Customer connection, except as may be permitted pursuant to any EULA for the applicable App; (c) providing to Amazon all confirmation information we request. You are responsible for collecting any fees related to the Apps directly from the Customer, and we will not process any payment transactions on the App Center. You are responsible for the calculation, invoicing (if required), validation and payment of all sales, use, excise, import, export, value-added, withholding and other taxes and duties assessed, incurred or required to be collected ("Taxes") or paid for any reason in connection with any transaction and with the Apps. We need not determine whether any Taxes apply to any transaction, and we are not responsible for remitting Taxes to any taxing authority for any transaction, or for reporting any information (including the payment of Taxes) for any transaction.

2.5 Representations and Warranties. You represent and warrant that (a) you have and will maintain all rights to all of Your App Center Content; (b) the sale or license of App(s), and Customers' connection(s) to and use of the App(s), will not violate the rights of any third party or any applicable laws, rules, or regulations (including but not limited to open source software requirements); (c) the App(s) may be lawfully marketed, sold, and distributed without restriction, and you will provide all disclosures, and warnings as required under applicable laws, rules, and regulations in the product descriptions you provide as part of Your App Center Content (including but not limited to open source software requirements); (d) the Apps do not and will not contain any copy protection, automatic shut-down, lockout, "time bomb" or similar mechanisms, (e) the Apps do not and will not contain any viruses, "trojan horses" or other harmful code; (f) you have all requisite right, power, and authority to enter into this Agreement and to perform your obligations under this Agreement; (g) you are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and (h) you and your personnel will comply with all applicable laws in the performance of your obligations and exercise of your rights under this Agreement.

2.6 Maintenance and Removal of Your App Center Content.

You will ensure that Your App Center Content is and remains at all times up-to-date with current bug fixes and patches. We have no obligation to monitor Your App Center Content, including for compliance with applicable laws. If we determine that an update to Your App Center Content is necessary or desirable, we may, but do not need to, contact you to request that you update and resubmit Your App Center Content in accordance with Section 2.1. If we provide notice to you to update and resubmit Your App Center Content, and you fail to do so within a reasonable time specified in such notice, then we may remove Your App Center Content from the App Center. You may remove a listing for an App from the App Center at any time in accordance with the App Center Listing Requirements. We may remove, suspend, de-list, or modify any listing for any App from the App Center at any time.

2.7 Your Role. You will be the seller of record for the Apps. You are solely responsible for the Apps, including without limitation for any dispute between you and any Customer, but we may, in our sole discretion, assist in resolving any dispute between you and any Customer. If we assist in resolving a dispute, you will cooperate with us in such resolution.

2.8 Customer Ratings and Feedback. We may implement mechanisms that rate, or allow Customers to rate and provide feedback about the Apps, you, and your performance in connection with the Apps and the App Center. We may make these ratings and feedback publicly available.

2.9 Technical Support and Customer Service. You are solely responsible for, and we have no responsibility for, any technical support provided to Customers for the Apps. You will provide all technical support for the Apps as specified in the App Center Listing Requirements.

2.10 Customer Information. Except as expressly set forth in this Section 2.10 or as otherwise expressly permitted by us, you may use Customer Information only (a) to communicate with Customers who request a connection to the Apps, or (b) for computation of App usage metrics for your internal use. You may not use or process Customer Information for any other purpose, unless otherwise agreed in writing between you and the respective Customer. For example, you may not, directly or indirectly: (i) disclose any Customer Information to any third party, except as necessary for you to perform your obligations under this Agreement or to comply with applicable law requirements and only if you ensure that every recipient uses the information only for that purpose and complies with all restrictions applicable to you; (ii) use any Customer Information for any marketing or promotional purposes whatsoever; (iii) use any Customer Information in any way inconsistent with applicable privacy policies or law; or (iv) target any communications based on the intended recipient being an Amazon customer. However, you may use Customer Information for your marketing or promotional purposes provided that it is permitted under the applicable privacy policies and law and you have obtained the express consent of Customers (receiving such marketing or promotional communications or have another lawful legal basis under applicable laws) . This section does not prevent you from using other information that you acquire without reference to Customer Information for any lawful purpose, even if that information is identical to Customer Information, as long as you do not target communications based on the intended recipient being an Amazon customer.

2.11 Marketing Restriction. You may not include in Your App Center Content, any advertisements or promotions for, or opportunities for a Customer to purchase, products or services that you do not list in the App Center. If you choose to market or make other references to the availability of the Apps on the App Center, with prior written authorization from us you may use an Amazon approved logo in compliance with these requirements and any replacement or supplemental trademark and/or branding requirements we specify.

2.12 Other Rights. During the Term and for so long as Customers may use any App, you grant us a nonexclusive, irrevocable, royalty-free, worldwide license to: (a) reproduce, distribute, display, transmit, promote, and otherwise digitally make available (via all means of online and electronic distribution), Your App Center Content to provide services to you in accordance with this Agreement; but no Customer will be provided access to an App without requesting a connection from you through the App Center for such App; (b) use (i) your trademarks and logos in the form you provide them to us (with any modifications to optimize their viewing), and (ii) limited portions of Your App Center Content (e.g., product description) for marketing the Apps or the App Center; and (c) to the extent we provide a demonstration program for the product type of the Apps, access, display, promote and otherwise use Your App Center Content for demonstrating your App(s) for potential Customers. Our use of or access to Your App Center Content for the purposes specified in this section is under the foregoing license and the terms of this Agreement, and such license expressly supersedes any click-through, browsewrap and/or other terms related to Your App Center Content. For clarity, the foregoing license is limited in all respects to use of Your App Center Content in connection with your offers through the App Center. Nothing in this Agreement is intended to affect any rights we may have under a separate permission or as allowable under applicable laws. We may permit our Affiliates and independent contractors to exercise the rights that you grant to us in this Agreement.

3. Term and Termination. The term of this Agreement will begin on the Effective Date and will continue until terminated as set forth in this Section 3 (the "Term"). We may terminate the Agreement at any time by providing notice to you at the email account you used to register for Amazon Business. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or disable any connections between our systems and the Apps. We may charge, modify, or stop charging a fee for any service in our sole discretion. You may terminate the Agreement by giving us notice including a date of termination. If your Business Account or the Account Terms are terminated, this Agreement will also terminate at the same time without notice. Following termination of this Agreement, the applicable EULA terms will continue to govern then-existing Customers' use of Your App Center Content.

4. Indemnification. You will defend, indemnify, and hold harmless us, our Affiliates and licensors, and each of their and our respective employees, officers, directors, and representatives from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) Your App Center Content, including any claim involving alleged infringement, misappropriation, or violation of any third-party rights by Your App Center Content, or the copying, use, distribution, sale, development, design, production, advertising or marketing of Your App Center Content; (b) a dispute between you and any Customer; (c) any royalties or payments due by you to any third party (including any taxing authority) as a result of this Agreement or any transactions for the Apps; (d) any actual or alleged violation of law, gross negligence, willful misconduct, or fraud by you or third parties performing services or acting on your behalf; and (e) any actual or alleged breach of this Agreement, including but not limited to any of your representations, warranties or covenants set forth in Section 2.5. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. Subject to applicable laws, you may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.

5. Disclaimers; Limitations of Liability.

5.1 Generally. EXCEPT TO THE EXTENT PROHIBITED BY LAW, NEITHER WE NOR OUR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE APP CENTER AND ALL SERVICES, SOFTWARE, OR PRODUCTS PROVIDED BY US OR ON OUR BEHALF IN CONNECTION WITH THIS AGREEMENT, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES 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.

5.2 Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, OR OTHER THEORY), OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY WILL NOT EXCEED AT ANY TIME THE GREATER OF (A) TOTAL AMOUNTS DURING THE PRIOR TWELVE MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM, OR (B) FIFTY DOLLARS ($50.00).

6. Miscellaneous.

6.1 Nondisclosure; Publicity. All confidential information we provide is subject to the provisions of the Account Terms governing Confidential Information, will remain our exclusive property, and you will have no rights to use this information except as expressly provided herein. You will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of ours or any of our Affiliates' in any manner without prior written authorization. You will not issue press releases or make any other public statements relating to or referencing Amazon or this Agreement without our written permission.

6.2 Force Majeure. Neither we and our Affiliates, nor you, will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any acts of God, epidemics, pandemics, labor disputes or other industrial disturbances, electrical or power outage, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, or any other cause beyond its or our reasonable control.

6.3 Independent Contractors; Non-Exclusive Rights. The parties to this Agreement are independent contractors, and you are not an agent of Amazon or any of our Affiliates for any purpose, and have no authority to bind us or our Affiliates. You should not hold yourself out as being our or our Affiliates' agents. We may (a) develop, or have developed for us, products, services, concepts, systems, or techniques that are similar to or compete with any products, services, concepts, systems, or techniques you develop and (b) assist third-party developers or systems integrators who may offer products or services which compete with your products or services.

6.4 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, reimport, sanctions, anti-boycott, export, and re-export control laws, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control.

6.5 Notices. The parties will comply with the notice requirements of the Account Terms for all notices under this Agreement.

6.6 Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which case you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent. Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

6.7 No Waivers. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

6.8 Modifications. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR CONTINUED USE OF THE APP CENTER AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

6.9 Control of App Center. Notwithstanding any provision of this Agreement, we will have the right, in our sole discretion, to determine the content, appearance, design, functionality and all other aspects of the App Center, Amazon Business and any website, mobile, or other property through which any App Center or Amazon Business features or functionality are available (the "AB Properties") (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the AB Properties and/or any page thereof and any element, aspect, portion or feature thereof, from time to time) and to delay or suspend listing of, or to refuse to list or to de-list, any or all Apps, in our sole discretion.

6.10 Survival. The following provisions survive termination or expiration of this Agreement: Sections 2.4, 2.5, 2.7, 2.8, 2.9, 2.10, 2.12 (to the extent set forth therein), 3 (to the extent set forth therein), 4, 5, 6, and 7.

7. Definitions.

"Account Terms" means:

As applicable, in each case:

If you are listing an App on:	Amazon Business Account Terms and Conditions:
Amazon Business Canada	https://www.amazon.ca/gp/help/customer/display.html?nodeId=202119380
Amazon Business France	https://www.amazon.fr/gp/help/customer/display.html?nodeId=202119380
Amazon Business Germany	https://www.amazon.de/gp/help/customer/display.html?nodeId=202119380
Amazon Business Italy	https://www.amazon.it/gp/help/customer/display.html?nodeId=202119380
Amazon Business Japan	https://www.amazon.co.jp/gp/help/customer/display.html?nodeId=202119380
Amazon Business Spain	https://www.amazon.es/gp/help/customer/display.html?nodeId=202119380
Amazon Business UK	https://www.amazon.co.uk/gp/help/customer/display.html?nodeId=202119380
Amazon Business US	https://www.amazon.com/gp/help/customer/display.html?nodeId=202119380

"Affiliate" means any other entity that directly or indirectly controls, is controlled by, or is under common control with Amazon.

"Amazon Contracting Entity" means:

As applicable, in each case or any successor entity:

If you are listing an App on:	Amazon Contracting Entity:
Amazon Business Canada	Amazon.com ca, Inc.
Amazon Business stores in Europe and UK	Amazon Europe Core SARL
Amazon Business Japan	Amazon Japan G.K.
Amazon Business US	Amazon.com Services LLC

"Amazon Services Business Solutions Agreement" means:

As applicable, in each case:

If you are listing an App on:	Amazon Services Business Solutions Agreement
Amazon Business Canada	https://sellercentral.amazon.ca/gp/help/external/G1791?language=en_CA
Amazon Business stores in Europe and UK	https://sellercentral.amazon.co.uk/gp/help/external/help.html?itemID=201190440&language=en_GB&ref=efph_201190440_relt_521
Amazon Business Japan	https://sellercentral.amazon.co.jp/gp/help/external/1791?language=en_JP
Amazon Business US	https://sellercentral.amazon.com/gp/help/external/G1791?language=en_US

"App" means any software application that you make available for listing to Amazon customers through the App Center pursuant to this Agreement.

"App Center" means the Amazon Business App Center operated by the applicable Amazon Contracting Entity and located within the applicable AB Property as it may be updated by us from time to time, and all associated features and functionality we make available in connection with it.

"App Center Listing Requirements" means the requirements provided by Amazon Business to app providers, as they may be updated by us from time to time.

"Customer Information" means all data or information to which you have access in connection with the App Center or otherwise as a result of this Agreement, including data or information concerning any Customer, or any use of services offered by Amazon with Your App Center Content.

"Policies" means the App Center Listing Requirements, together with all other policies we make accessible with respect to the App Center.

"Required App Information" means App information requested by Amazon with respect to each App at time of listing, which may include the following: (a) a description of the App; (b) information regarding the App access method and corresponding limitations or requirements; (c) the largest available digitized image representing the App; (d) if applicable, the price for the App; (e) all text, disclaimers, warnings, notices, labels and other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the App; (f) the applicable EULA and all other terms and conditions applicable to the App that a customer should be aware of prior to requesting a connection to the App; and (g) a list of technical requirements, OS compatibility, and software version(s) compatibility for use of the App.

"Your App Center Content" means the Apps, together with all related technical support you provide and all Required App Information and related marketing or promotion materials.