These Buy with Prime API License Terms (the “API Terms”) govern your use of the Buy with Prime API and the API Materials (defined below). Capitalized terms used in these API Terms but not defined below are defined in the Agreement.
1. Description of the Buy with Prime API and API Materials.
Under these API Terms, we may make available to you the Buy with Prime API and API Materials that permit your systems to interface with certain features or functionality available for or in support of the use of (a) Buy with Prime as provided in the Service Terms; and (b) Multi-Channel Fulfillment as provided in the MCF Agreement. API Materials that are Public Software may be provided to you under a separate license, in which case, notwithstanding any other provision of these API Terms, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of these API Terms will apply.
If the Buy with Prime API or certain features of it that we make available to you are not yet generally available, it is a Beta Service, and Section 1 of the Buy with Prime Service Terms governs your use of the Beta Service.
2. License and Related Requirements
2.1 Generally. Subject to your compliance with the Agreement or the MCF Agreement, as applicable, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license to do the following until the termination of your use of the Buy with Prime API and the API Materials as provided in Section 4:
(a) access and use the Buy with Prime API, and install, copy, and use the API Materials, in each case solely for your use of (i) Buy with Prime as provided in the Service Terms or (ii) Multi-Channel Fulfillment as provided in the MCF Agreement; or
(b) access and use the Buy with Prime API, and install, copy, use, and distribute the API Materials, in each case only for a Permitted Use where you have been specifically authorized to provide services by an agreement.
2.2 License Restrictions. You may use and access the Buy with Prime API and the API Materials only through the APIs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with the Buy with Prime API or the API Materials: (a) reverse engineer, decompile, modify or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Buy with Prime API or any API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for fraudulent or illegal activities or activities that violate either the Agreement or the MCF Agreement, as applicable, or are otherwise harmful to us; or (i) access them for any reason other than as specified in Section 2.1. In addition, all licenses granted in these API Terms are conditional on your continued compliance with the Agreement or the MCF Agreement, as applicable, and will immediately and automatically terminate if you do not comply with any term or condition of the applicable agreement, or if we otherwise terminate the applicable agreement, or your use of the Buy with Prime API and the API Materials.
2.3 Account Identifiers and Credentials. If you access the Buy with Prime API by using your Account Identifiers and Credentials, you are responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will contact us within 24 hours if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
3. Data Protection and Security Requirements.
3.1 The Buy with Prime API enables you to interface with certain features or functionality we make available to you. To use the Buy with Prime API for a Permitted Use, you may be authorized to access data, including confidential information, shopper personal data, and other data via the Buy with Prime API. We provide you access to this data solely for the purpose of supporting the use of Buy with Prime as provided in the Service Terms. This access is granted on a discretionary basis and on the condition that you comply with applicable law as a processor, and only process shopper personal data on the controller’s express written instructions. You shall be engaged by the controller who shall remain liable under the Agreement, and applicable law, for your acts or omissions in relation to shopper personal data accessed by you, as if such acts or omissions were their own. In the event you process shopper personal data outside the express written instructions of the controllers, you may be directly liable, including as a controller of such shopper personal data under applicable law. You agree to access the Buy with Prime API and the API Materials only as allowed under these API Terms. For the purpose of this provision and unless otherwise provided under applicable law, the terms “processor” and “controller” will be interpreted in a manner which is consistent with how such terms are ordinarily understood in the privacy regime, i.e., the term “processor” means an entity that processes personal data on behalf of the controller, and “controller” means an entity which determines the purpose of processing personal data or which collects personal data for the purpose of processing.
3.2 Security of Your Materials. Subject to compliance with the Agreement or the MCF Agreement, as applicable, you are solely responsible for the development, content, operation, and maintenance of Your Materials, and for properly configuring and using the Buy with Prime API and taking your own steps to maintain appropriate security, protection and backup of Your Materials, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Materials in connection with the Buy with Prime API (including as a result of your or other third party’s errors, acts, or omissions). You will notify us within 24 hours if you believe an unauthorized third party may have accessed Your Materials related to the Buy with Prime API or the API Materials.
3.3 Data Protection for the Permitted Use. When you process data in the context of your use of the Buy with Prime API and API Materials for a Permitted Use, you hereby warrant and represent to us that you will comply with (i) all relevant obligations in the context of your relationships with third parties (including the controllers of data accessed through the Buy with Prime API) and (ii) any and all privacy and other applicable laws. This includes meeting the obligations set out in this section. You will not access, use, share, or otherwise disclose any data accessed through the Buy with Prime API for any purpose other than for a Permitted Use or otherwise required to comply with the law. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of data accessed through the Buy with Prime API and against accidental loss or destruction of, or damage to, such data and (ii) at all times ensure that you are aware of and have documentation of the location of all copies of any such data stored by or for you. We (or third parties acting at our direction) may monitor, audit, or otherwise inspect your use of the Buy with Prime API or the API Materials to ensure your compliance with the terms of these API Terms. You will ensure that any party to whom you provide access to data accessed through the Buy with Prime API is subject to written terms imposing on it the same obligations as those applying to you under this Section 3.3.
4. Termination.
You may terminate your use of the Buy with Prime API at any time for any reason by providing us written notice (in which case we may cause your Account Identifiers and Credentials, if any, to cease to be recognized by the Amazon Network for purposes of the Buy with Prime API and the API Materials). We may terminate your use of the Buy with Prime API for convenience with 30 days’ advance notice. We may suspend or terminate your use of the Buy with Prime API immediately if we determine that (a) you have materially breached either the Agreement or the MCF Agreement, as applicable, and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your User Account or Business Account has been, or our controls identify that it may be used for deceptive, fraudulent, or illegal activity; or (c) your use of the Buy with Prime API has harmed or our controls identify that it might harm third parties or Amazon’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Upon any suspension or termination, you will immediately cease use of the Buy with Prime API and the API Materials. Upon any termination, you will also immediately destroy all API Materials.
5. Modifications to the Buy with Prime API or the API Materials.
We may change, deprecate, or discontinue the Buy with Prime API or the API Materials (including by changing or removing features or functionality of the Buy with Prime API or the API Materials) at any time.
6. Rights in the Buy with Prime API, the API Materials, the Buy with Prime API Specifications, and the Amazon Network.
As between you and us, we or our licensors own all right, title, and interest in and to the Buy with Prime API, the API Materials, the Buy with Prime API Specifications and the Amazon Network. Except as provided in Section 2 of these API Terms, you obtain no rights under the Agreement from us or our licensors to the Buy with Prime API, the API Materials, the Buy with Prime API Specifications, or the Amazon Network, including any related intellectual property rights.
7. Definitions
“Account Identifiers and Credentials” means account IDs and a unique public key/private key pair issued by us or our affiliate that enables you to access and use the Buy with Prime API or the API Materials.
“Amazon Network” means our and our affiliates’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide the Buy with Prime API or the API Materials.
“API Materials” means Materials we make available in connection with the Amazon Services API, including APIs, documentation, specifications, software libraries, software development kits, and other supporting materials, regardless of format.
“Application” means a software application or website that interfaces with the Buy with Prime API or the API Materials.
“Buy with Prime API” means any application programming interface (API) offered by Amazon for the purpose of helping users to programmatically exchange data for the use of (i) Buy with Prime as provided in the Service Terms and (ii) Multi-Channel Fulfillment as provided in the MCF Agreement.
“Buy with Prime API Specifications” means any technical and operational specifications, security protocols and other documentation provided or made available by us with respect to the Buy with Prime API or the API Materials.
“Materials” means all Technology, Trademarks, Content, product information, data, materials, and other items or information.
“MCF Agreement” means the Amazon Customer Agreement, the Amazon Services Business Solutions Agreement applicable to Multi-Channel Fulfillment Units (as defined in the Amazon Services Business Solutions Agreement), or other agreement between you and us governing your use of Multi-Channel Fulfillment.
“Permitted Use” means a use of the Buy with Prime API in accordance with the Buy with Prime API Specifications solely in support of the use of Buy with Prime as provided in the Service Terms.
“Public Software” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux), or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.