Prime Video Direct Digital License Agreement

1. Agreement Acceptance

You accept this Agreement by clicking “Agree” where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the Program. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity by the terms of this Agreement.

2.     Amendment; Notice of Changes

The Program will change over time and the terms of this Agreement will need to change over time as well. Subject to the provisions of this Agreement, we reserve the right to change the terms and conditions in this Agreement at any time in our sole discretion. Any changes to the Agreement, including Program-specific terms and conditions, or to the policies and guidelines referenced in this Agreement, other than with respect to the amount of the License Fees we agree to pay under the Agreement, will be effective upon Amazon’s posting of a copy of the updated Agreement, Programs-specific terms and conditions, or policies and guidelines referenced in this Agreement, as applicable, to the website for the Program at www.videodirect.amazon.com (including any successor or replacement website, the “Program Site”) or other applicable Amazon-owned sites, with or without prior notice to you. Changes to the royalty rates used to calculate License Fees under this Agreement will be effective and binding on you on the date that is 30 days after we post a notification of such change on the Program Site or notify you via email using the email address provided in your Account or via message to you through your Account, unless otherwise agreed in writing.

Your continued use of the Program Site or the Program following any changes to this Agreement will constitute your acceptance of such changes. If you do not agree to changes to this Agreement or the Program Site, you should discontinue use. You are responsible for regularly reviewing the Program Site for changes and notice of any changes. Except as otherwise required, changes to referenced policies and guidelines or any other information, including in the Content Policy Guidelines, Prime Video Direct Terms of Use, Amazon.com Conditions of Use and the Amazon.com Privacy Notice may be posted without any notice to you; provided, in the event of discrepancy between the terms of this Agreement and any of the foregoing, the terms of this Agreement shall prevail.

3.     Account Setup and Maintenance

You represent that all information you provide in connection with establishing your Program user account (“Account”) is accurate at the time you provide it, and you agree that you will keep it up to date and ensure that it remains accurate as long as you use the Program. You may maintain only one Account at a time (unless you are using multiple Accounts solely for the purpose of delivering Licensed Content or making multiple subscriptions available via Channels Access, in which case you agree that you will use only the minimum number of accounts that are strictly necessary for such purposes). You will not use false identities or impersonate any other person, or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries as may be appropriate to verify the Account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.

You are solely responsible for safeguarding and maintaining the confidentiality of your Account username and password, and for all activities that occur under your Account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your Account, and you agree that you will not use the Account of any third party. You agree to immediately notify Amazon of any unauthorized use of your username, password, or Account.

4.     Term

This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in Section 17 of this Agreement (the “Term”); provided, that if you distribute Titles via Channels Access, (a) the Term of the Agreement with respect to Channels Access will commence upon your acceptance of this Agreement and continue for 18 months from the date that your Subscription launches on the Service (the “Initial Subscription Term”) and (b) the Initial Subscription Term will automatically extend for successive periods of 12 months each unless and until terminated by either party in accordance with Section 17. None of the rights granted to Amazon shall be deemed to have lapsed at any time in accordance with the applicable law of the Territory, including for the avoidance of doubt, as applicable, Section 19(4) read with Section 30-A of the Indian Copyright Act, 1957.

5.     Territory

With respect to each Title, the “Territory” means that part of the world where you authorize the Licensed Content pertaining to that Title to be distributed pursuant to the terms of this Agreement, as indicated by you in your Account or on the Program Site.  

6.     Rights Granted

You hereby grant Amazon a non-exclusive right to use, reproduce, and distribute through the Service in the Territory each Title, all Promotional Materials associated with that Title, and any associated Marks (collectively, “Licensed Content”).  The license includes such ancillary or incidental uses of the Licensed Content as may be necessary to carry out the purposes of this Agreement. Each audio-visual program or Linear Feed (as defined below) that you submit for distribution on the Service is a “Title.” For each Title, “Promotional Materials” means, collectively, the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you or created by Amazon (including any reasonable alterations to such materials deemed necessary by Amazon) as well as any video clips of up to 3 consecutive minutes of footage from the Title. “Marks” means, collectively, any trademarks, service marks, URLs, domain names, trade names, logos, insignia, or other source or business identifiers that may be embedded or incorporated into any Title or Promotional Materials. 

“Service” means one or more digital video services branded with a brand or trademark of Amazon or its Affiliates through which authorized users may access Titles. For the avoidance of doubt, Amazon will only distribute the Licensed Content via the Service according to the Distribution Mode you have enabled for each such Title.

Amazon will have the right, but not the obligation, to offer customers of the Service the opportunity to purchase or access the Titles pursuant to the Distribution Modes in the Territory that you indicate through the Program Site. You may have an opportunity to provide a suggested retail price for Titles you make available for Digital Purchase, Digital Rental, and Channels Access, but Amazon will have sole discretion to determine the retail prices charged for offerings on the Service.

Amazon may (or may have its authorized agent or partner) use the Promotional Materials to advertise, market, and promote, in any and all media (whether now known or hereafter devised), the Service, the Titles, and the availability of Titles on the Service, as Amazon deems appropriate.  Amazon may insert or display advertisements, graphics, videos, and logos before, during, and after playback of Titles on the Service, including in pre-roll, mid-roll, and post-roll placements, via all Distribution Modes except Digital Purchase and Digital Rental. 

Amazon may make such modifications as may be necessary to conform Titles to applicable law(s), standards or regulations in the Territory, provided Amazon will use commercially reasonable efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of any Titles.

After any expiration or termination of this Agreement for any reason, Amazon may continue (including after the conclusion of the Term) to exercise the rights granted hereunder in order to provide customers who purchased Titles via Digital Purchase or Digital Rental during the Term the ability to continue to access (including via re-download and streaming from the Service) and view the applicable Titles after the Term; provided, however, Amazon may not offer customers the opportunity to initiate new purchases or rentals of the Titles for Digital Purchase or Digital Rental after the Term.

6.1 Incremental Linear Feed Rights and Requirements

“Linear Feed” means the programmed linear or live programming service or feed that you authorize for distribution by Amazon, and make available, via Ad-supported Access through the Program, including the audio-visual programming in the Linear Feed. You will program, schedule, and provide the Linear Feed in its entirety to Amazon, meaning that the programming provided by you on the Linear Feed as received by each customer to whom Amazon makes the Linear Feed available at a given point in time shall be the same as the programming on the Linear Feed that is received by all other individuals with access to the Linear Feed on and off of the Service in the Territory at the same time. You may update and customize the Linear Feed for the Service such that the Linear Feed differs from the feeds that you provide to other services solely to the extent that you reasonably believe, based upon available data, that those updates and customizations will improve the Linear Feed as compared to your offerings on other services. Should we determine, in our sole discretion, that any updates and customizations made by you to the Linear Feed do not perform at least as well as the Linear Feed would have performed without the updates and customizations, we may provide written notice to you thereof (email is sufficient), and in that case you will remove all such updates and customizations from such Linear Feed within 7 days of receipt of said notice.

You hereby grant to Amazon, the right and license to enable the following functionalities with respect to programming on any Linear Feed: (a) “Start Over” functionality, whereby an authorized user may restart any program that is then in progress on any Linear Feed, and (b) “Look Back” functionality, whereby an authorized user can access any audio-visual program that has run on the Linear Feed during (i) the last 90 days, or (ii) any longer period of time for which Content Provider itself offers or permits any other distributor to offer Look Back access. In addition, we may exercise any ancillary rights relating to any Linear Feed that are reasonably necessary to effect the intent of the grants of rights contained in this Agreement. 

Programming Guide. You shall cooperate with, and provide and license to Amazon all necessary data and related technical information (and the applicable rights thereto) in order for Amazon to include programming information regarding any Linear Feed in our Programming Guide.

Restrictions.  Any Linear Feed (and all audio-visual programs contained therein) you provide under this Agreement shall not contain any (i) display, audio, or video advertisements; (ii) hyperlinks; or (iii) calls for end users to take actions that are not supported within the Service (e.g., encouraging the end user to “like” or “subscribe” to a Linear Feed). In addition, unless Amazon otherwise pre-approves in writing, you shall not market or promote any external offers, products, content, or services that are not accessible from or contained within the Service, whether relating to a third party or to you, in any Linear Feed.

Advertising Breaks. You must identify all advertisement breaks within any Linear Feed as set forth in the Content Delivery Specifications (as defined below). Amazon will have the exclusive right to insert and sell all advertising inventory in and against the Linear Feed (and all audio-visual programs contained therein). Notwithstanding any cue points delivered by you, Amazon shall have complete discretion over which advertisements to show prior to, during or after the Title, the timing, volume, format and duration of any advertisements and playback policies within advertising breaks.

7.     General Description of the Service; Distribution Modes

Content Provider, in its sole discretion, may authorize Amazon to allow customers to access Titles in the following ways (each, a “Distribution Mode”):

(a) access audio-visual content on an on-demand basis where a fee must be paid in exchange for which the end user receives the right to view a Title repeatedly over an indefinite period of time (“Digital Purchase”);

(b) access audio-visual content on an on-demand basis where a fee must be paid, in exchange for which the end user receives the right to view a Title repeatedly over a defined and limited period of time established by Amazon in its sole discretion (“Digital Rental”);

(c) access audio-visual content on an on-demand basis via a subscription offering branded with a brand of Amazon or an Amazon Affiliate, including the subscription offering known today as Prime Video or any successor thereto (and any ad-free and/or ad-supported tiers or versions thereof), where a subscription fee is required to be paid for such access (other than in the case of a free trial), in order for the end user to receive access to a Title, and such access is permitted only during the period in which the end user qualifies as a subscriber (“SVOD Access”); 

(d) access audio-visual content on an on-demand basis via a subscription offering of your content as compiled by you or us (commonly referred to as a “Channel”) which may or may not include content from other content providers, where a subscription fee is required to be paid for such access (other than in the case of a free trial), in order for the end user to receive access to a Title, and such access is permitted only during the period in which the end user qualifies as a subscriber (“Channels Access”); and 

(e) access audio-visual content on an on-demand basis and/or via linear transmission on an ad-supported basis at no charge to the customer, for repeated and/or live private viewing during the Term (“Ad-supported Access”).

Amazon is entitled in its sole discretion to determine which Titles it chooses to license and distribute on the Service, and the Distribution Modes, Territories, and license periods in which it distributes the Titles (provided Amazon will not exceed the license period, Distribution Modes, or Territories you indicate on the Program Site for any Title). Amazon is entitled to suspend or place a hold on your Account or remove any Title, or any other Licensed Content, from the Service or from any Distribution Mode or from any Territory, for any reason, at any time. The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings, including Amazon Prime. As between the parties, Amazon will have sole control over the Service, all features, terms, and other aspects thereof (including the rights and entitlements granted to authorized users with respect to each Distribution Mode, the terms under which the Service is offered and the sale of advertisements in connection with the Service); provided, however, that Amazon's distribution of Titles on the Service shall be in accordance with the terms of this Agreement.

Without limiting the foregoing, you acknowledge that Amazon may (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive access to audio-visual content via any Distribution Mode the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular).

8.     License Fee Payment

Subject to the limitations set forth in this Section, Amazon will pay you license fees based on the Distribution Mode(s) by which Amazon distributes the Titles under this Agreement, as set forth below (“License Fees”). Such License Fees are the only compensation payable to you under this Agreement and constitute full and complete compensation to you for all rights granted under and actions taken in connection with this Agreement.

Amazon will calculate, report, and pay the License Fees in arrears within 90 days after the completion of the applicable calendar month. You will receive payment from Amazon via electronic funds transfer unless electronic funds transfer is not available for the address provided for your bank account, in which case you will receive payment by wire transfer or such other method as Amazon deems necessary. If you receive payment via wire transfer, Amazon may withhold payment until you have reached the minimum threshold in accrued License Fees for the applicable local marketplace as set forth on the Program Site. You will also be responsible for any fees imposed by your bank or any intermediary bank. For the purposes of calculating License Fee payments, (i) the “Purchase Price” for a customer’s right to access Titles via Digital Purchase, Digital Rental or Channels Access will equal the amount actually paid by the authorized user for that access, exclusive of any taxes, and (ii) Amazon will be entitled to an adjustment for customer refunds and credits and for amounts not collected due to bad debt. If we pay you License Fees on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the License Fees that we previously paid to you for the sale against future License Fees, or require you to remit that amount to us.  If a third party asserts that you did not have all rights required to make one of your Titles available through the Service or if we determine that you may be in breach of this Agreement, we may withhold all License Fees due to you with respect to such Title pending resolution of the issue. If we determine that you did not have all of the required rights or that you have otherwise breached this Agreement with regard to a Title, we will not owe you License Fees for that Title and we may offset any of the License Fees that were previously paid against future License Fees, or require you to remit a refund to us.  We may also withhold and offset any sums you owe to us against amounts that are payable to you. When this Agreement terminates or if your Account is placed on hold or suspended for any reason, we may withhold all License Fees due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any customer refunds or other offsets to which we are entitled.  If we terminate your Account because of your breach of this Agreement, you will forfeit any License Fees accrued but unpaid.  If after we have terminated your Account, you open a new Account without our express permission, we will not owe you any License Fees through the new Account. Our exercise of these rights does not limit other rights we may have to withhold or offset License Fees or exercise other remedies under applicable law.

For clarity, Amazon will not be obligated to pay License Fees for SVOD Access or Channels Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Ad-supported Access, and similarly, Amazon will not be obligated to pay License Fees for Ad-supported Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase, SVOD Access or Channels Access. In addition, Amazon will not pay License Fees for SVOD Access or Channels Access in connection with free trials; provided, however, in the event that such free trials exceed a trial period for a given customer of 31 days per year, then Amazon will be obligated to pay you License Fees for such access.

Amazon may sell your Titles using multiple currencies. You may elect on the Program Site to receive any License Fees owed to you (i) where applicable, in the local currency for the territory in which the distribution occurs (the “Sale Currency”) or (ii) the currency of a single territory in which the Titles were distributed. If we pay you in a currency other than the Sale Currency, we will convert the License Fees owed from the Sale Currency to the payment currency at a market exchange rate that we or our bank determine, which will be inclusive of all fees and charges for the conversion.

8.1  Digital Purchase, Digital Rental and Channels Access License Fees

Amazon will pay to you (i) 50% of the applicable Purchase Price for Titles accessed via Digital Purchase or Digital Rental and (ii) 50% of the applicable Purchase Price for Titles accessed via Channels Access.

8.2  SVOD Access License Fee

For Titles made available for SVOD Access, Amazon will pay you according to the rate card available below (or such other royalty rates notified to you in accordance with Section 2) on a per Title basis (for standalone Titles and seasons), based on Hours Viewed by customers in the applicable Territory:

Please click here to view your rate card.

“Hours Viewed” means, with respect to a Title, the number of hours of the Title that is viewed by a customer who is authorized by Amazon to view Titles on the Service via the applicable Distribution Mode; provided that Hours Viewed will not include (and Amazon will not be obligated to pay for) (i) more than ten streams of the same Title by the same customer account in a given month or (ii) streams that Amazon determines, in its sole discretion, are not actual customer views (e.g., imitating legitimate views or click fraud) or are otherwise not authorized to access the Service.

8.3  Ad-supported Access License Fee

For Titles made available for Ad-supported Access, Amazon will pay you according to the rate card available below (or such other royalty rates notified to you in accordance with Section 2), based on Hours Viewed or Net Advertising Receipts, as indicated for the applicable Territory on the rate card:

Please click here to view your rate card. 

“Net Advertising Receipts” means aggregate cash amounts collected by Amazon from the sale of advertisements against any Title for Ad-Supported Access during the quarter for which License Fees are being calculated, less 15% of that aggregate cash amount (which is deemed to reflect the cost of selling advertisements) and less any payments made to any third-party advertising platforms or networks in connection with the distribution or sale of advertisements on those platforms or networks and excluding applicable taxes (including value added taxes, goods and service taxes and any other consumption taxes) and regulatory advertising fees that Amazon charges to advertisers to recoup any additional digital services tax or other regulatory costs.

9.     Taxes

As between the Parties, Amazon will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes (“VAT”) or similar taxes (collectively “Transaction Taxes”) applicable to purchases by customers. Amazon will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise.

 All payments payable by Amazon to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Titles by you to Amazon, unless Amazon advises you otherwise. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply Amazon with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable Amazon to claim credit for these taxes as applicable. Amazon may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then Amazon will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws.

Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities; provided, any charges toward the stamp duty payable under the applicable laws shall be borne by you. Throughout the term of this Agreement, you will provide Amazon with any forms, documents or other certifications as may be required by Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

10.     Delivery of Content

For each Title, you will deliver to Amazon the Delivery Materials in accordance with the Content Delivery Specifications (including, without limitation, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags) at your sole cost. The “Content Delivery Specifications” are those technical delivery specifications available at the following URL - https://videocentral.amazon.com/home/help), as updated from time to time during the Term or such other technical delivery specifications that Amazon may provide from time to time.

You authorizes Amazon to re-purpose and otherwise use in accordance with this Agreement (i) any Licensed Content previously delivered to Amazon or its Affiliates by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Licensed Content delivered by Content Provider under this Agreement, for purposes of Amazon exercising any rights granted to Amazon in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Licensed Content has previously been delivered to Amazon by a third party, you will obtain any necessary clearances from such third party (if any) on behalf of Amazon and/or use its best efforts to assist Amazon in obtaining any such necessary clearances, to enable Amazon to use such previously delivered Licensed Content. You will have no obligation to re-deliver Delivery Materials, except as necessary to comply with other obligations set forth pursuant to the terms of this Agreement.

With respect to each Title, the “Delivery Materials” means (i) a copy of the Title at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with the Content Delivery Specifications, but in any event, in accordance with applicable law for the Territory and Section 12 of this Agreement, (iv) all metadata associated with the Title and (v) all available content ratings information, including rating and consumer advice, in accordance with applicable law for the Territory and Section 14 of this Agreement.

You agree that the subscriptions made available to Amazon hereunder for distribution via Channels Access comprised of Titles (“Subscriptions”) will, at a minimum, be the same subscription video on demand packages, including the same titles, as the subscription video on demand packages made available by you via any method of non-physical distribution.

The Titles made available to Amazon hereunder for distribution via Digital Purchase or Digital Rental will, to the best of Content Provider’s knowledge, include all audio-visual programs for which Content Provider has necessary rights to offer on a transactional video on demand basis in the Territory but solely to the extent such Titles are also offered by Content Provider via any other non-physical distributor in the Territory.

11.  Representations and Warranties

You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to Amazon and its Affiliates, and have obtained all necessary clearances and releases to grant to Amazon and its Affiliates, all of the rights set forth herein (excluding public performance rights for the communication to the public of the musical compositions contained within the Titles), (ii) such public performance rights are either (a) controlled by the relevant dominant local collection society or music copyright society for rights in musical compositions and lyrics for each jurisdiction in the Territory, (b) controlled by you (in which case, such rights are hereby granted to Amazon), or (c) in the public domain, (iii) any information and documentation you provide to us will be current, complete, and accurate, (iv) the Licensed Content and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory, and (v) none of the following will violate any law; 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): (a) the exercise of any rights granted under this Agreement; (b) any materials embodied in your Titles; (c) the sale, distribution, or promotion of the Titles as authorized in this Agreement; or (d) any notices, instructions or advertising by you for or in connection with any Titles.

You further represent and warrant that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and that you are not owned or controlled by such a party), including the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.

You acknowledge that Amazon's Code of Business Conduct and Ethics (the “Code”) prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You will not violate or knowingly permit anyone to violate the Code's prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. Amazon may immediately terminate or suspend performance under this Agreement if you breach this requirement.

12.  Closed Captions; Subtitles

You will deliver closed captions for all Titles in accordance with the Content Delivery Specifications and with applicable law for the Territory. You may not be able to publish a Title via one or more Distribution Modes in certain Territories until Amazon has received closed captions from you.

You will deliver English language versions of the Titles, unless the original version of a Title is not in English, in which case you will deliver (i) audio descriptions, subtitles or dubbed language tracks and (ii) the title and synopsis information for the Title, in each case, in at least one core language identified by Amazon for the Territory.

Further to the rights granted hereunder, Amazon may create, insert and distribute closed captions, audio descriptions, dubbed language tracks and subtitles for Titles in any language in the Territory and may use or distribute any such closed caption, dubbed language track, subtitle file or audio description it creates in any such Territory. In connection with such creation, Amazon will use reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Title.

13.  Geo-filtering; Access Controls

Amazon will utilize industry standard geo-filtering techniques and digital rights management technology in a non-discriminatory manner in relation to similarly situated content providers. Content Provider agrees that Amazon shall be deemed to be exercising the rights granted herein solely within the Territory as long as Amazon complies with the foregoing. Content Provider acknowledges that Amazon makes no representation as to the efficacy of any geo-filtering technique or digital rights management technology it employs and agrees that Amazon shall not be responsible for the failure of such.

Content Provider acknowledges and agrees that: (i) Content Provider's ability to withdraw its Titles from distribution on the Service shall be Content Provider’s sole and exclusive right and remedy for any circumvention or failure of any geo-filtering technique or digital rights management technology used by Amazon on the Service for Titles and (ii) Content Provider shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.

14.  Content Requirements

You must ensure that all of your Titles and Subscriptions comply with our policies for content at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title or Subscription into compliance if it is to be distributed via the Service. If you discover that any information you have provided to us for a Title or Subscription is inaccurate or incomplete, you must promptly submit corrected information to us. We will determine what content we accept and distribute on the Service in our sole discretion.

If we request that you provide additional information relating to your Titles or Subscription, such as information confirming that you have all rights required to permit our distribution of the Titles or Subscription, you will promptly provide the information requested, recognizing that your content may not be made available for distribution until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles or Subscription and the accuracy of the information or documentation you provide to us with respect to those rights.

We may remove or modify the Titles, the Subscriptions, the metadata, cover art and title description you provide for your Titles and Subscriptions for any reason, including if we determine that it does not comply with Amazon's Content Policy Guidelines. You may not include within the Licensed Content any advertisements or other content that is primarily intended to advertise or promote products or services.

You agree to provide local content ratings in each country or region in which you distribute your Titles from the applicable local ratings authorities where requested by us. Nothing herein shall restrict Amazon from, at its sole cost, obtaining ratings information for the Titles in any country within the Territory or generating its own ratings for the Titles.

15.  Title Withdrawal

You may withdraw your Titles from distribution on the Service at any time upon 30 business days’ advance notice by following the then current Program procedures for Title withdrawal or un-publishing via the Program Site; provided that you may not remove a Title within a Subscription unless you either (i) lose any rights or other licenses, consents or permissions relating to any specific Title that are necessary for you to grant the rights granted hereunder or (ii) receive written notice of a third-party claim relating to a Title, which reasonably could result in legal liability for you; provided that Amazon will only be obligated to withdraw the Title from a Subscription if you also concurrently obligate other services to withdraw the Title.

We may fulfill any customer orders completed through the date the Titles are available on the Service. All withdrawals of Titles and Subscriptions will apply prospectively only and not with respect to any customers who purchased the Titles or Subscriptions prior to the date of removal, meaning that we will allow any customer who has previously purchased a Title for Digital Purchase or Digital Rental or a Subscription for Channels Access to view the Title or Subscription, as applicable, after it has been withdrawn from the Service to the extent that such customer purchased those rights prior to the withdrawal.

16.  Ownership; Feedback

Subject to the rights you grant us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles, Licensed Content, and Subscriptions. We retain all ownership rights in and to the copyrights and other intellectual property rights, and all other rights and interests in and to the Program, the Program Site and all Amazon properties, and any materials we use or provide to you for use relating to the Program, including your Titles and Subscriptions (such as a generic cover image used for your Titles or Subscriptions if you do not provide one). We are solely responsible for, and will have full discretion with respect to, the terms, features, functionality, and operation of the Program, the Program Site, any other Amazon features or offerings, and related marketing, but our use of the Titles, Promotional Materials, Licensed Content, and Subscriptions will be subject to the terms of this Agreement. You agree Amazon may use the Licensed Content to develop and improve Amazon technologies and services, including the Program. You may provide suggestions, ideas, or other feedback to Amazon or any of its Affiliates in connection with the Program or the Service, the Program, the Program Site or anything on the Program Site (“Feedback”).  You acknowledge that Amazon and its Affiliates will be free to use and exploit any Feedback in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property, proprietary information, or technology owned or operated by us or any of our Affiliates, including any trademarks, trade secrets, or trade names. You agree not to use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Amazon or any of its affiliates in any manner without prior written authorization from us. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.

17. Termination of Agreement

We may suspend or place your Account on hold for any period of time, or terminate your Account and this Agreement by providing notice to you at any time for any reason. You may terminate this Agreement, effective 30 days following your delivery of written notice of termination to us, in the event that we commit a material breach of this Agreement and fail to remedy such breach (if capable of remedy) within 30 days after receiving written notice to do so; provided that if you distribute Titles via Channels Access, you may only terminate this Agreement by provision of notice of termination to us given not later than 90 days prior to the conclusion of the then-current term. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 17 through 21.

18. Indemnification

You will indemnify, defend and hold harmless Amazon, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (individually, a “Claim”, and collectively, the “Claims”) brought against Amazon that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein, including any failure to deliver closed captions, audio descriptions or ratings information for any Titles in compliance with applicable law; (b) Amazon's exercise of the rights granted by you under this Agreement, including, without limitation, that such exercise violates any law or regulation or the right(s) of any third party; or (c) the Licensed Content, where used in accordance with the terms of this Agreement. You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).

19. Limitation of Liability

AMAZON WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. AMAZON WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY AMAZON UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER'S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO CONTENT PROVIDER BY AMAZON HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY LICENSED CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.

20. Confidentiality

You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose Amazon Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Amazon Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Amazon Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Amazon Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Amazon Confidential Information so disclosed. “Amazon Confidential Information” means (1) any information regarding Amazon, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program. Amazon Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Amazon Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section will survive three years following the termination of this Agreement.

21. Miscellaneous

All rights granted to Amazon under this Agreement may be exercised by Amazon, its Affiliates, and subcontractors providing services in connection with the Service. Any Amazon Affiliate may join as a party to this Agreement and will notify you if it does so. The joining Amazon Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each Amazon party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Amazon parties. In addition, each Amazon party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by Amazon in its sole discretion. You may not assign, novate, or otherwise transfer any of your rights or obligations under this Agreement without the prior written consent of Amazon, except that you may assign, novate or otherwise transfer any of your rights or obligations under this Agreement without such consent to (a) any of your Affiliates (provided that any such assignment will not relieve you of your obligations hereunder), or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of your related assets or a similar transaction (provided that any such assignment will not relieve you of your obligations hereunder). This Agreement will be binding upon, inure to the benefit of and be enforceable by and against Amazon, you, and our respective successors and assigns. A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. For the purposes of this Agreement, Amazon and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between Amazon and you. You will not represent yourself to be an employee, representative, or agent of Amazon or misrepresent the nature of your affiliation with Amazon or the Program Site. You will have no authority to enter into any agreement on Amazon's behalf or in Amazon's name or otherwise bind Amazon to any agreement or obligation.

This Agreement is governed by the U.S. Federal Arbitration Act and Washington State law, without regard to conflict of laws. Any dispute relating to this Agreement or the Program or our dealings will be subject to confidential, binding arbitration administered by JAMS pursuant to its U.S. rules (including the Optional Appeal Procedure), to be conducted in English in King County, Washington State with each party responsible for its own attorney's fees and costs. The parties agree that any state or federal court in King County, Washington State may confirm and enter judgment on the arbitrator’s final award and consent to personal jurisdiction and venue in such court for that purpose.

To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by Amazon, via email using the email address provided in your Account, posting on the Program Site or message through your Account or (ii) if by you, via email to videodirect-support@amazon.com. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict Amazon from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.