Prime Video Direct Digital License Agreement
Last Updated: October 1,
2020
This Digital Video License Agreement (this "Agreement") contains the terms and conditions of (i) your use of the Amazon digital self-publication and distribution program (the "Program") for distribution of audio visual programs and related content via the digital video services operated by Amazon or its Affiliates and (ii) Amazon's use of such content. This Agreement is a binding agreement between you and Amazon. As used in this Agreement, "Amazon", "we" or "us" means, individually: (a) Amazon Digital UK Limited, (b) Amazon.com Sales, Inc., (c) Amazon Seller Services Private Limited, (d) Amazon.com Services LLC, and (e) any other Amazon.com Inc. Affiliate that joins as a party to this Agreement as provided herein, in each case solely with respect to such entity's exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by Amazon. As used in this Agreement, "Content Provider" or "you" means the person or entity accepting this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Amazon or Content Provider, as appropriate.
Any version of this Agreement in a language
other than English is provided for convenience and the English language version
will control if there is any conflict. Given the importance of this Agreement,
we encourage you to review it carefully. In addition to the terms set forth
below, this Agreement expressly incorporates by reference other
Program-specific terms and conditions governing the Program: the information
posted on the Program Site, including the Content Policy Guidelines and Prime Video Direct Terms of Use, as well as Amazon.com Conditions of Use and
the Amazon.com Privacy Notice,
located on Amazon.com (or the successor site thereto). In consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, Content Provider and Amazon
hereby agree as follows: 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 and warrant that you have the
legal authority to bind that company or legal entity by the terms of this
Agreement. 1. 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 herein, 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, will be
effective upon posting of such revisions to the website for the Program at
www.videodirect.amazon.com (including any successor or replacement
website, the "Program
Site") and without prior notice to you. We will post a notice
of any changes to this Agreement on the Program Site for at least thirty (30)
days after the changes are effective. Changes to the License Fees will be
effective and binding on you (a) on the date 30 days from either (i) posting on the Program Site, or (ii) notification to you via email using the email address provided in your Program account or via message to you through your Program account, or (b) on the date you accept the changes, whichever occurs first. Your continued use of
the Program Site and 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 provided herein, changes to referenced
policies and guidelines or any other information including, without
limitation 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 other 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. 2. Account
Setup and Maintenance You must ensure that
all information you provide in connection with establishing your Program
account is accurate when you provided it, and you must keep it up to date 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 delivery of
Delivery Materials or making multiple subscriptions available via Non-Prime
Subscription Access. 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
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. 3. Term This Agreement
commences upon your acceptance of it and continues in perpetuity until
terminated as set forth in this Agreement (the "Term"). All rights granted to Amazon herein
shall not 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. We may terminate this
Agreement by providing notice to you at any time. You may terminate this
Agreement at any time by providing notice of termination to us, in which
event we will cease offering your Titles within thirty (30) days from the
date that we receive notice of termination; provided that if you distribute
Titles via Non-Prime Subscription Access, (a) the Term of the Agreement with
respect to Non-Prime Subscription Access will commence upon your acceptance
of this Agreement and continue for eighteen (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
twelve (12) months each unless and until terminated by either party by
provision of notice of termination to the other party given not later than
ninety (90) days prior to the conclusion of the then-current term. 4. Territory The territory, with respect to any Title,
shall be each territory you indicate when prompted on the Program Site
(the "Territory"). 5. Rights
Granted: You hereby grant
Amazon a non-exclusive license in the Territory to use, reproduce, reformat
for online delivery, encode, encrypt, market, promote, transmit, distribute
and display on the Service the audio-visual programs ("Titles") pursuant to each Distribution Mode
that you indicate on the Program Site; which in the case of Non-transactional
Access will include access via free trials without any required payment of
License Fees in connection therewith; provided, however, in the event that
such free trials exceed a trial period for a given customer of 30 days per
year, then Amazon will be obligated to pay you License Fees for such Non-transactional
Access. As used herein, Title shall only refer to those audio-visual programs
editable and viewable in your Program account, as made available by you. "Service" means one or
more digital video services branded with a brand of Amazon or an Amazon
Affiliate through which authorized users may obtain Titles via a Distribution
Mode. As used in this Agreement, Titles refer solely to the audio-visual
programs viewable and editable in your Program account and authorized for
distribution on the Service. For the avoidance of doubt, the terms of this
Agreement apply solely with respect 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 that you indicate as available on the Program Site. You will have an
opportunity to provide a suggested retail price for your Titles that are made
available for Digital Purchase, Digital Rental and Non-Prime Subscription
Access but Amazon will have sole discretion to determine the retail prices
charged for offerings on the Service. Amazon may advertise,
market, and promote, in any and all media (whether now known or hereafter
devised), the availability of Titles on the Service using the Delivery
Materials and any images, trailers, logos, artwork, publicity materials, and
metadata provided by you as it deems appropriate (including any
non-substantial edits to such materials (e.g. cropping, re-sizing and
re-formatting)) as well as any video clips from the Titles created by Amazon
of up to (i) 1 consecutive minute of footage from Titles that are under 22
minutes in duration and (ii) 3 consecutive minutes of footage from Titles
that are 22 minutes or longer in duration (collectively, the "Promotional Materials").
Amazon may insert advertisements before, during or after Titles made available
in the Service for Ad-Supported Access and may insert pre-roll and post-roll
advertisements, graphics, videos, and logos into or over Titles made
available on the Service via any Distribution Modes. Amazon may feature the
Promotional Materials in advertisements outside the Program Site, in any
media, to promote the Titles and related products, the Service and any
features of the Service, and the availability of the Titles on the Service. Amazon may make such
modifications as may be necessary to conform the Title to applicable law 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 the Title. Notwithstanding 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, without limitation, 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. General
Description of the Service; Distribution Modes: Content Provider, in
its sole option, may allow customers to access Titles in the following ways: (a) purchase a
license to access digital copies of audio visual content for electronic
delivery and repeated viewing over an indefinite period of time ("Digital Purchase"); (b) purchase a
license to access digital copies of audio visual content for electronic
delivery and repeated viewing over a finite period of time established by
Amazon in its sole discretion ("Digital
Rental"); (c) access audio
visual content via one or more subscription offerings, where a fee is
required to be paid for such access (other than in the case of a free
trial), for repeated private viewing by subscribers during the Term ("Non-transactional Access"),
which may be through (i) a subscription offering branded with a brand of Amazon or an Amazon Affiliate including the subscription offering known as of the date
hereof as Amazon Prime, Prime Video or any successor thereto ("Prime Subscription Access")
or (ii) a subscription offering of your content as compiled by you or us
which may or may not include content from other content providers ("Non-Prime Subscription Access");
and (d) access audio
visual content on an ad-supported basis (i.e., at no charge to the
customer) for delivery and repeated private viewing during the Term ("Ad-supported Access"). Digital Purchase,
Digital Rental, Non-Transactional Access and Ad-supported Access are referred
to herein as the "Distribution
Modes". 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, without limitation, the rights and
entitlements granted to authorized users with respect to Digital Purchase,
Digital Rental, Non-transactional Access and Ad-supported Access, 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 Digital Purchase, Digital
Rental, Non-transactional Access and Ad-supported Access to audio-visual
content 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). 7. License
Fee Payment Subject to the
limitations set forth in this Section, Amazon will pay you the applicable
license fees set forth below ("License
Fees") for each customer purchase of Titles for Digital
Purchase or Digital Rental, and for offering customers Non-Transactional
Access or Ad-supported Access. 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 this Agreement. Amazon will calculate,
report and pay the License Fees in arrears within ninety (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 account, in which case you will
receive payment by wire transfer. Notwithstanding anything to the contrary
herein, 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
Non-Prime Subscription 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, 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 from the date of the notice of
termination. 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 Non-transactional 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 or Non-transactional 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. 7.1 Digital
Purchase, Digital Rental or Non-Prime Subscription 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 Non-Prime Subscription Access. 7.2 Prime
Subscription Access License Fee For Titles made
available for Prime Subscription Access, Amazon will pay you according to the
rate card available below 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 the number
of hours of a Title that is viewed by a viewer that is authorized by Amazon
to view any Title via Prime Subscription Access on the Service; 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 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. Hours will start
accruing when the Title is streamed for the first time and will continue for
a 365-day period. 7.3 Ad-supported Access License Fee Amazon will pay
you 55%
of Net Advertising Receipts. "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. 8. 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. 9. Delivery
of Content: For each Title,
Content Provider, at its sole cost, will deliver to Amazon the Delivery
Materials in accordance with such technical specifications as provided by
Amazon to Content Provider (including, without limitation, the requirement
that the Title not contain any advertisements, bugs, visible on-screen logos,
or tracking tags). Content Provider
authorizes Amazon to re-purpose and otherwise use in accordance with this
Agreement (i) any Delivery Materials 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 Delivery Materials 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 Delivery Materials
have previously been delivered to Amazon by a third party, Content Provider
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
Delivery Materials. 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 Amazon's technical specifications, but in any event, in accordance with
applicable law for the Territory and Section 11 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 13 of the Agreement. You agree that the
subscriptions made available to Amazon hereunder for distribution via
Non-Prime Subscription 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; provided such Titles as licensed
to Amazon shall have the same or better delivery dates as any other
distributor in the Territory. 10. 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, such rights
to be cleared by Amazon), (ii) any information and documentation you provide
to us will be current, complete, and accurate (iii) the Delivery Materials
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 (iv) 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 represents
and warrants that you are not subject to sanctions or designated on any list
of prohibited or restricted parties (and is not owned or controlled by such a
party), including but not limited to 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. 11. Closed
Captions; Subtitles You will deliver
closed captions for all Titles in accordance with Amazon's technical
specifications as provided on the Program Site, but in any event, in
accordance 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) either 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 for which Content Provider is able to grant the necessary rights 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. 12. 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 suspend distribution of Titles on the Service shall be
Content Provider's sole and exclusive right and remedy, and Amazon's sole and
exclusive obligation, for any circumvention or failure of any geo filtering
techniques 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. 13. Content
Requirements You must ensure that
all of your Titles and Subscriptions are in compliance 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 product
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. We will promptly notify you of any such removal of a Title
or Subscription. You may not include 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/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. 14. Title
Withdrawal You may withdraw your
Titles from availability on the Service at any time on thirty (30) business
days advance notice by following the then current Program procedures for
Title withdrawal or un-publishing; 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 subscription based 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 Non-Prime Subscription 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. 15. Ownership;
Feedback Subject to the rights
you grant to 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 and Subscriptions. We retain all ownership rights in
and to the copyrights 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 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, and operation of the Program and the
Program Site and related marketing, but our use of the Titles, Promotional
Materials and Subscriptions will be subject to the terms of this Agreement.
If you elect to provide suggestions, ideas, or other feedback to Amazon or
any of its Affiliates in connection with the Service, the Program, the
Program Site or anything on the Program Site ("Feedback"), Amazon and its Affiliates will be
free to use and exploit the same 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 or technology owned or
operated by us or any of our Affiliates, including, without limitation, any
trademarks 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. Nothing in this
Agreement restricts any rights we may have under applicable law or a separate
agreement. 16. Termination of Agreement. If either party is in
breach of this Agreement and fails to cure such breach within 30 days following
written notice from the other party, the non-breaching party may terminate this
Agreement upon 5 business days’ written notice to the breaching party.
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 16 through 20. 17. 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)
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; or (b) any claim that Amazon's exercise of the rights granted by you under
this Agreement violates any law or regulation or the right(s) of any third
party (individually, a "Claim", and
collectively, the "Claims"). 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). 18. 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 TITLES 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. 19. 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. 20. 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 any of your
rights or obligations under this Agreement without the prior written consent of
Amazon. 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. Any dispute or claim arising from or relating to this Agreement or
the Program is subject to the binding arbitration, governing law, disclaimer of
warranties and limitation of liability and all other terms in the Amazon.com Conditions of Use. You agree to
those terms by entering into this Agreement or using the Program. The
United States Federal Arbitration Act, applicable United States federal law,
and the laws of the State of Washington, without regard to principles of
conflict of laws, will govern this Agreement and any dispute of any sort that
might arise between you and Amazon relating to this Agreement or the Program. 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
Program account, posting on the Program Site or message through your Program
account or (ii) if by you, via email to contracts-legal@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.
You are solely responsible for safeguarding and maintaining the confidentiality
of your account username and password and are responsible 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 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.