Alexa Smart Properties Terms of Use

This is an agreement between the Property or Solution Provider you represent ("you") and Amazon.com Services LLC, Amazon Online UK Limited, Amazon Online Germany GmbH, Amazon Online Italy S.r.l., Amazon Online Spain S.L.U., Amazon Online France SAS, Amazon.com.ca, Inc., and Amazon Services International LLC (together with their affiliates, "Amazon", "we", or "us"). By using any Alexa Smart Properties Service (as defined below) you agree to be bound by these Alexa Smart Properties Terms of Use, the Amazon Business Accounts Terms & Conditions ("Amazon Business Terms"), and all other applicable terms, conditions, policies, limitations, and requirements we make available (collectively, "Terms"). Any other Amazon affiliate that we designate is also a party to these Terms. If you do not accept these Terms, you may not use any Alexa Smart Properties Service.

Definitions:
1. "Alexa" means Amazon's Alexa voice services, which includes Third Party Services, digital content, software, and other related services.
2. "Alexa Interactions" means all information related to your and End Users' use of Alexa and Registered Devices, including voice and other inputs, responses provided through Alexa, and information we receive in connection with Third Party Services and Auxiliary Products.
3. "Auxiliary Product" means any product End Users can interact with or operate using a Registered Device, such as Alexa-compatible lights, switches, and thermostats.
4. "End User" means any person who uses Alexa through a Registered Device.
5. "Laws" means applicable laws, rules, regulations, orders, and other requirements of governmental agencies.
6. "Property" means the owner or manager of a hotel or other hospitality facility, a residential building or community, a hospital, rehabilitation facility, or skilled nursing facility, a senior living community, or any other property at which we allow an Alexa Smart Properties Service to be used.
7. "Registered Device" means an Alexa-enabled device registered to your Alexa Smart Properties Service account.
8. "Solution Provider" means a business that sets up, deploys, or manages any Alexa Smart Properties Service on behalf of a property it does not own or manage.
9. "Third Party Service" means any Alexa skill or other service or application provided by a third party that we make available for use on or through Alexa.
10. "Your Content" means all content, ads, services, technology, data, and other digital materials you provide to us for use in connection with, or otherwise make available to End Users through, the Alexa Smart Properties Services.
The Program. Our smart properties services enable you to offer residents, guests, and other end users access to Alexa in hotels and other hospitality facilities, residential buildings or communities, hospitals, rehabilitation facilities, and skilled nursing care facilities, senior living communities, and other types of properties we designate (collectively, the "Alexa Smart Properties Services"). You must have a valid Amazon Business account to use any Alexa Smart Properties Service. You may access and use Alexa Smart Properties Services only in accordance with these Terms and any additional requirements and policies ("Alexa Smart Properties Policies") included in the Service Materials (as defined below) or other documentation applicable to any Alexa Smart Properties Service you use.
"Service Materials" We may make available certain software, software development kits, libraries, application programming interfaces, services, documentation, sample code, and other related materials for use in connection with the Alexa Smart Properties Services (collectively, the "Service Materials"). Service Materials are Program Materials under the Program Materials License Agreement (the "Program Materials License"), located at https://developer.amazon.com/support/legal/pml. If you use any Service Materials, you are subject to and agree to comply with the Program Materials License.
Devices. Alexa Smart Properties Services can be used only with devices that meet the technical specifications and other requirements we establish from time to time. If you use Amazon devices, such as Echo devices, in connection with an Alexa Smart Properties Service, you agree to the Amazon Device Terms of Use. You register devices to your Alexa Smart Properties Service account and manage Registered Devices through the APIs or console we provide for the Alexa Smart Properties Service. You are responsible for all Registered Devices, including protecting and securing Registered Devices as appropriate (including through use of firewalls and other network security tools).
Alexa Interactions. End Users control Alexa with their voice. Alexa streams audio to the cloud when End Users interact with Alexa. Amazon processes and retains Alexa Interactions (other than voice recordings, which are processed and then deleted) in the cloud to provide and improve our services. If applicable Law requires that End User consent be obtained or any other notice be provided for the use of Alexa, you will also ensure those requirements are met.
Third Party Products. Registered Devices and Auxiliary Products may include third party products that Amazon does not manufacture or develop. Amazon may automatically update the firmware for certain Auxiliary Products on behalf of the applicable manufacturer. Amazon has no responsibility or liability for such third party products or manufacturer-provided firmware.
Third Party Services. If you enable a Third Party Service to be used with a Registered Device, (a) you agree to any terms associated with that Third Party Service and (b) we may exchange related information with that third party, such as device zip code, information about Auxiliary Products, or the content of End Users' requests. If you do not accept the third party terms applicable to a Third Party Service, do not use or permit the use of that Third Party Service. Amazon has no responsibility or liability for Third Party Services. Publishers of Third Party Services may change or discontinue the functionality or features of their service.
End User Violations. You are responsible for End Users' use of Alexa Smart Properties Services. You will ensure that the terms of your agreement with each End User are consistent with these Terms. If you become aware of any violation of your obligations under these Terms by an End User, you will immediately terminate such End User's access to the applicable Alexa Smart Properties Service.
Solution Providers. If you use an Alexa Smart Properties Service as a Solution Provider, you may access and use the Alexa Smart Properties Service and the Service Materials only for the purposes and duration authorized and approved by the Property. You will not direct, encourage, or assist the Property or End Users to take any action that would be a breach of these Terms. If devices are registered to your Alexa Smart Properties Service account as a Solution Provider, you must have a written agreement in place with each Property on behalf of which you use an Alexa Smart Properties Service or Service Materials. You will ensure that the terms and conditions of that agreement do not conflict with these Alexa Smart Properties Terms of Use , the Amazon Business Terms, and all other applicable Terms. You will include a clause substantially in the form of the following in these agreements:

"The Alexa Smart Properties Service is provided by Amazon. [Property] agrees to the Alexa Smart Properties - Owner/Manager Terms of Use, which are accessible at https://www.amazon.com/alexasmartproperties/owner-manager-terms-of-use. Amazon and its affiliates are third-party beneficiaries of this agreement."
Fees and Payment. Your Alexa Smart Properties Service fees owed to Amazon will be stated in your Alexa Smart Properties Service console or other means we specify. We calculate and bill fees monthly. We reserve the right to bill you more frequently for Alexa Smart Properties Service fees or to require payment in advance, for instance if we suspect your account is at risk of non-payment. You will pay us the applicable fees and charges for use of an Alexa Smart Properties Service in the manner set forth in the Amazon Business Terms. Unless you notify us at least ten days before a charge that you want to terminate your use of an Alexa Smart Properties Service, you understand that your Alexa Smart Properties Service fees will automatically continue and you authorize us (without notice to you, unless required by applicable Law) to collect the fees and taxes associated with your use of such Alexa Smart Properties Service. We may suspend or terminate your access to any Alexa Smart Properties Service if you do not pay your Alexa Smart Properties Service fees. If Amazon is unable to charge applicable fees and taxes to any payment method you provide, Amazon may charge any other payment method that you have provided to us in connection with your Amazon Business account.
Taxes. Each party 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 considered exclusive of applicable taxes and duties, including, without limitation, value added taxes ("VAT"), goods and service taxes ("GST"), and any other consumption taxes, excise taxes, sales and transaction taxes, and gross receipts taxes ("Indirect Taxes"), which will be added to a valid tax invoice. Such invoice will be issued to you in accordance with applicable legislation. 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 or duty 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.
Additional Requirements. You will not take any action that interferes with, damages, accesses or uses in any unauthorized manner the software, networks, technologies or other properties or services of ours or of any third party. Alexa Smart Properties Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage, and you are solely responsible for liability that may arise in association with such use. You may not market, advertise, or direct any Alexa Smart Properties Service to anyone under the age of 13 in the United States or under the age of 18 in the United Kingdom and European Union.
Your Content.
1. License. You hereby grant us the nonexclusive, irrevocable (subject to Section 19), royalty-free, worldwide right to: (i) allow End Users to access and use Your Content through Registered Devices; (ii) use, reproduce, distribute, transmit, make available, publicly perform, and publicly display Your Content on Registered Devices; (iii) reproduce and store Your Content in digital form on one or more computer facilities for purposes of making it available to End Users and in connection with your use of an Alexa Smart Properties Service; and (iv) use, evaluate, and test Your Content. In addition, we may exercise any ancillary rights relating to Your Content that are reasonably necessary to effect the intent of the foregoing grants of rights. You are solely responsible for ensuring Your Content (1) functions properly with any Service Materials you use, including any future updated or modified versions of those Service Materials and (2) complies with all applicable Alexa Smart Properties Policies. You acknowledge that we have no obligation to make Your Content available via Alexa Smart Properties Services, to permit Your Content to use any Service Materials, or to continue any of the foregoing once begun. Subject to the rights granted in these Terms and our ownership of the Alexa Smart Properties Services and the Service Materials, as between you and us, you retain all right, title and interest in and to Your Content.
2. Representations and Warranties. You represent, warrant and covenant that:
  1. Before providing us or any End User Your Content, you will have obtained the rights necessary for the exercise of all rights granted under these Terms, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to Your Content.
  2. None of the following will violate any applicable Laws; require us to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity or privacy, or moral rights): (x) the exercise of any rights granted to us under these Terms; (y) any of Your Content; or (z) your distribution or promotion of Your Content;
  3. Your Content will not contain the personal information or personal data of any End User;
  4. Your Content will not contain any viruses, spyware, "Trojan horses", or other "malware" or harmful code, and will not cause injury to any person or damage to any property;
  5. You will comply with the terms governing any open source software or other intellectual property used in Your Content, including by providing all required attributions and notices; and
  6. Your Content may be imported to, exported from, and lawfully used in the United States and all countries in which we operate the Alexa Smart Properties Services (without the need for us to obtain any license or clearance or take any other action) and Your Content is in full compliance with all applicable Laws governing imports, exports, and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to encryption technology.
Alexa Communication.
1. General. As part of Alexa Smart Properties Services we designate, Amazon may offer certain Alexa-related communication services on Registered Devices, such as the ability to send and receive calls and connect with other Alexa users , and the ability to place outbound calls to phone numbers in countries we designate (collectively, " Alexa Communication "). End Users' communications requests (e.g., "Alexa, call Mom") and related interactions are "Alexa Interactions," as described in these Terms. We do not retain the audio or any information about the content of End Users' calls. End Users or other call participants may be able to ask Alexa to help with certain functions during a call, such as "Alexa, volume up" and "Alexa, hang up." Certain Alexa Communication services are provided by our third party service providers, and we may provide them with information, such as telephone numbers, to provide those services. In the United States, Alexa Communication services are provided by AMCS LLC.
2. No Access to Emergency Services. Alexa Communication is not a replacement for traditional two-way telephone or mobile phone service, and does not function as such. You acknowledge that End Users cannot use Alexa Communication to access emergency services, such as 911 or 112. Alexa Communication is not designed or intended to be used to send or receive emergency communications to any police, fire department, hospital, or any other service that connects an End User to a public safety answering point. You should ensure that End Users are aware of this so that they can contact relevant emergency services providers through a mobile, landline telephone, or other service.
3. Drop-In. For certain Alexa Smart Properties Services, we may offer a feature that allows permissioned users to instantly connect to an End User's Registered Device without the End User needing to take any action (such functionality, "Drop-In"). Drop-In may only be used for Alexa Smart Properties Services that we designate, and you must implement Drop-In in compliance with all applicable Alexa Smart Properties Policies.
Protected Health Information. You may not use Alexa Smart Properties Services or Service Materials to create, receive, maintain, or transmit Protected Health Information as defined in the U.S. Health Insurance Portability and Accountability Act ("HIPAA"). However, you may create one or more HIPAA-eligible Alexa skills and, for certain Alexa Smart Properties Services we designate, enable such Alexa skills on Registered Devices, subject to your compliance with all applicable Alexa Smart Properties Policies and the applicable requirements set forth on the Amazon Developer Services Portal.
Indemnification. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") relating to Your Content, your use of the Alexa Smart Properties Services or Service Materials, or any breach or your representations, warranties, or obligations set forth in these Terms. 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. 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.
Confidentiality. You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential, including information made available through the Alexa Smart Properties console; (b) use that information only to fulfill your obligations or exercise your rights under these Terms; and (c) either destroy or return all such information to us promptly when these Terms terminate (and, upon request, confirm such destruction in writing). This paragraph covers all confidential information regardless of when you receive it.
Publicity; Trademarks. We may make certain trademarks and logos available for you to use to promote your use of Alexa Smart Properties Services. Your use of such trademarks must comply with the Trademark Guidelines and any applicable Alexa Smart Properties Policies. You may not otherwise use any Amazon trademark, service mark, trade name, commercial symbol, domain, trade dress, or other proprietary right (or any variant thereof), issue press releases or other publicity relating to us, any Alexa Smart Properties Service, or these Terms, or refer to us in promotional materials without our express written permission. You will not adopt or attempt to register any proprietary right of ours (or any variant thereof).
Term and Termination; Suspension. The term of these Terms will begin on the earlier of the date you click to accept them or register a device for use with an Alexa Smart Properties Service and will continue until you or we terminate these Terms. We are entitled to terminate these Terms and your Alexa Smart Properties Service account (including access to your account) at our discretion with or without advance notice to you. You are entitled to terminate these Alexa Smart Properties Terms of Use at any time by giving us at least 10 days' advance written notice. We are not obligated to return any portion of Your Content or other materials that you provide. The terms in this Section do not limit our ability to restrict access to or availability of Your Content. We may also suspend your use of any Alexa Smart Properties Service or Service Materials at our discretion with or without notice to you.
Alexa Smart Properties Terms Changes. We reserve the right to change these Terms at any time in our discretion. We will give you notice of the changes by posting an updated version of these Terms online. Any change to these Terms will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date. You are responsible for checking for Terms updates. Your continued use of any Alexa Smart Properties Service or Service Materials after changes to these Terms take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using all Alexa Smart Properties Services and Service Materials and terminate these Alexa Smart Properties Terms of Use.
Survival. All sections of these Terms will survive termination.
Functionality. We do not guarantee that the Alexa Smart Properties Services or Service Materials, their functionality, or their content are accurate, reliable, always available, or complete. End Users may encounter content through Alexa Smart Properties Services that they find offensive, indecent, or objectionable. Amazon has no responsibility or liability for such content. End Users are solely responsible for their use of Alexa Smart Properties Services.
Territory. Each Alexa Smart Properties Service is only available in countries we designate, and not all Alexa Smart Properties Services will be available in every country. We may restrict access to Alexa Smart Properties Services from other locations. Amazon is not responsible for any use of an Alexa Smart Properties Service in countries where that Alexa Smart Properties Service is not offered.
Disputes/Binding Arbitration. Any dispute or claim arising from or relating to these Terms or an Alexa Smart Properties Service is subject to the binding arbitration, governing law, disclaimer of warranties, limitation of liability, and all other terms in the Amazon Business Terms. By using an Alexa Smart Properties Service, you agree to be bound by those terms. These Alexa Smart Properties Service Terms of Use are considered Feature Terms as defined in the Amazon Business Terms.
General. These Terms may not be amended except in writing signed by both parties or as provided in Section 20 above. To the extent of any conflict among applicable terms, these Alexa Smart Properties Terms of Use will prevail. Amazon may request, and you will provide, information or other materials related to your use of Alexa Smart Properties Services or Service Materials to verify your compliance with these Terms. You will reasonably cooperate with Amazon to identify or resolve any problem with Alexa Smart Properties Services that we reasonably believe may be attributable to your use of Alexa Smart Properties Services or Service Materials. The parties to these Terms are independent contractors and nothing creates a partnership, joint venture, or similar relationship.

Last updated: June 30, 2022