SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is between Amazon Digital Services LLC (together with its Affiliates, "Amazon", "we" or "us") and the entity or individual ("User" or "you") that receives the Software (as defined below) from Amazon.  This Agreement sets forth the terms pursuant to which Amazon provides the Software to User.  This Agreement includes the body of the agreement below and any other additional terms provided with the delivery of the Software ("Additional Terms").  To the extent there is any conflict between the body of the agreement and any Additional Terms, the Additional Terms will control with respect to the Software.
If you receive, install or use any of the Software, you accept and agree to be bound by this Agreement and represent that you have the authority to bind yourself or the entity you represent to this Agreement.
1.	Definitions. As used in this Agreement, the following capitalized terms have the following meanings. Other capitalized terms have the meanings ascribed to them elsewhere in this Agreement.
"Affiliate" means, with respect to an entity, any entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
"Companion Product" means an Amazon-branded product or other third party product authorized by Amazon by email or other writing. 
 "NDA" means the mutual non-disclosure agreement between User and Amazon, if applicable.
"Products" means, collectively, all Amazon products and Companion Products.
"Purpose" means internal evaluation, analysis, testing, and troubleshooting activities carried out in connection with developing, producing and evaluating Amazon products and approved Companion Products, in each case as authorized and requested by Amazon. 
"Software" means the software, software development kits, libraries, application programming interfaces, design files, sample code, templates, installation guides, documentation, and any other materials relating to such software that are provided or made available by or on behalf of Amazon to User under this Agreement for use in connection with the Purpose.
2.	Software License.  Amazon hereby grants to User a limited, personal, non-exclusive, non-transferable, non-sublicensable (except as permitted below in this Section), revocable, royalty-free license to use the Software internally solely in connection with the Products for the Purpose, subject to all restrictions and limitations stated in this Agreement. If the Software includes any application programming interfaces ("APIs") or other components to enable customization, User may use such APIs or components to create and incorporate plug-ins in the Software ("User Plug-Ins") solely to the extent necessary to use the Software for the Purpose in connection with the Products. We may modify or discontinue (including by ceasing our distribution of or support for) any or all of the Software at any time without notice.  User may not sublicense or otherwise transfer any of the rights or licenses granted to User under this Agreement without the prior written consent of Amazon. Notwithstanding such consent, User is responsible for any subcontractor's compliance with the terms of this Agreement.   
3.	Documentation License.  If Amazon provides or makes available any documentation to User in connection with the provision of Software, Amazon hereby grants to User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to make and use a reasonable number of copies of such documentation for User's internal use solely in connection with User's use of the Software for the Purpose, subject to all restrictions and limitations stated in this Agreement and provided that User reproduces all copyright and other proprietary notices that are on the original copies of the documentation.
4.	Third Party Materials. The Software may include, be distributed with, or depend on software or other materials that are provided under a separate license agreement (such as an open source license), and that separate license agreement will govern the use of such software or other materials to the extent of any conflict with this Agreement. Any such separate license agreement may be indicated in the license, notice, or readme files distributed with the Software; within such Software; or in related documentation for such Software. User is prohibited from using or combining any open source software or third party materials with the Software in any manner which could subject the Software to any open source license or other third party terms or conditions.    
5.	Data Reporting.  User acknowledges that the Software may generate reports and other data based on User inputs and Product testing activities carried out in connection with the Software (collectively, "Data"). The Software may further automatically save and/or report such Data to Amazon, or Amazon may request User to provide such Data in a reasonable format.  User agrees not to take any action to prevent any such Data saving or reporting, and to further reasonably cooperate in providing Data to Amazon upon request and in accordance with any of User's obligations to Amazon under this Agreement or any related agreements.  User hereby assigns all Data to Amazon.  User acknowledges that Amazon or its Affiliates may use, disclose, or otherwise exploit such Data in any manner they choose, including to monitor, track, control, and deploy solutions related to Product testing activities, including following the termination of this Agreement.  
6.	Restrictions. User may only use the Software for the Purpose and in connection with the Products as expressly authorized by Amazon, and only through the interfaces and functionality Amazon designates. User must comply with all instructions and requirements in any integration documents, guidelines or other documentation Amazon provides.  Any use of the Software in connection with third party products, other than authorized Companion Products, is strictly prohibited. Unless as expressly permitted in Section 3, User will not, and will not permit or authorize third parties to: (a) incorporate or compile any portion of the Software into User's products or other digital or physical products; (b) disassemble, decompile, or reverse engineer any of the Software, except to the extent any such activity is not permitted to be restricted under applicable law; (c) distribute, sub-license, resell, lease, transfer, or otherwise provide access to any portion of the Software to any third party; (d) circumvent or disable any technological features or measures in the Software; (e) sell, distribute, or otherwise commercialize any products or services incorporating, based on, or developed using the Software; (f) modify or create derivative works of the Software; (g) use the Software in any way not expressly permitted under this Agreement; (h) use the Software to prepare or prosecute any patent application, support an allegation of patent infringement, or otherwise bring any action or challenge adverse to Amazon; or (i) use, or permit others to use, the Software in connection with any benchmarking or other comparison of the Software with any other technology
All licenses granted to User in this Agreement are conditional on User's continued compliance with this Agreement and any other agreements User has entered into with Amazon, including but not limited to the NDA, if applicable, and will immediately and automatically terminate if User does not comply with any term of such agreements. 
7.	Proprietary Rights. The Software is the intellectual property of Amazon or its licensors.  Except for the rights explicitly granted to User in this Agreement, all right, title, and interest in and to the Software is reserved to Amazon and retained by Amazon or its licensors; no rights or licenses are granted by implication or estoppel. Without limiting the foregoing, with the exception of any User Plug-Ins, Amazon and its licensors retain ownership of all intellectual property rights relating to the Software. As between the parties, User shall retain ownership of all intellectual property rights relating to any User Plug-Ins.  User shall not remove, alter, or obscure any proprietary copyright, trademark, patent, or other proprietary notices included on or in the Software.  User has no obligation to provide Amazon any suggestions, comments, or other feedback regarding the Software (collectively, "Feedback"). If User nonetheless provides Feedback to Amazon or its designee, including with respect to any Data, User agrees that Amazon may freely use, disclose, reproduce, license, distribute, and otherwise commercialize or exploit the Feedback in any product, technology, service, specification, documentation, or other materials of Amazon, directly or indirectly.  
8.	NO WARRANTIES. AMAZON PROVIDES THE SOFTWARE "AS IS" AND MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE.  AMAZON, ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY RELATED TO THE DESIGN OR CONDITION OF THE SOFTWARE OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND SHALL HAVE NO LIABILITY WHATSOEVER TO COMPANY FOR ANY DAMAGES OR CLAIMS RELATING TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THESE LIMITATIONS AND DISCLAIMERS APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9.	Indemnification.  User will indemnify, defend and hold Amazon and its Affiliates (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, expense, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises out of any claim relating to User's breach or non-compliance with this Agreement (each, a "Claim"). User will not consent to the entry of a judgment or settle a Claim without Amazon's prior written consent, which may not be unreasonably withheld. User 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 User's indemnification obligations). User's obligations under this Section 8 are independent of User's other obligations under this Agreement.
10.	Confidentiality. The NDA will apply to any Confidential Information (as such term is defined in the NDA) disclosed in connection with this Agreement. User agrees that any information derived from using the Software is Confidential Information of Amazon. The Software will continue to remain Amazon's Confidential Information, notwithstanding any announcement or release of any commercial versions of the Software. The terms of the NDA will apply to this Agreement notwithstanding any termination or expiration of the NDA.  
To the extent the parties have not executed an NDA, User will protect and keep confidential the Software and any other non-public information or technology User may receive in connection with this Agreement (including design elements, look and feel, features, functionality, product details, reference designs, and information regarding product launches) that is identified as confidential or proprietary or that, given the nature of such information or technology or the manner of its disclosure, reasonably should be considered confidential or proprietary ("Confidential Information"). User will (a) not disclose Confidential Information, (b) use Confidential Information only for the purpose provided and during any use period identified by Amazon, (c) restrict access to Confidential Information to User's personnel that have a need to know the specific Confidential Information and have entered into written nondisclosure agreements, and (d) promptly upon termination of this Agreement, destroy all Confidential Information (or at our direction return such Confidential Information to Amazon).  User acknowledges that any violation of these confidentiality terms could cause irreparable harm to Amazon for which monetary damages may be difficult to ascertain or an inadequate remedy. User therefore agrees that Amazon will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of these confidentiality terms without any obligation to prove damages or post a bond or any other security.
11.	Termination.  Amazon may terminate this Agreement or User's right to use any or all of the Software at any time without advance notice to User, in which case User must cease all use of the Software and destroy all copies of the Software, including all copies of documentation, in User's possession or control. User may terminate this Agreement at any time by taking all actions that would be required if Amazon terminated the Agreement. The following provisions of this Agreement will survive termination: Sections 5-11, and 13-15.
12.	Agreement Changes.  Amazon reserves the right to change this Agreement at any time in its discretion. Changes to this Agreement will be effective as of the date Amazon provides such changes to User. User's continued use of the Software after receipt of any changes to this Agreement from Amazon will constitute User's acceptance of the changes. If User does not agree to a change, User must stop using the Software and terminate this Agreement.
13.	Assignment. User may not assign or delegate this Agreement, or any of its rights or duties hereunder, directly, indirectly, by operation of law or otherwise, and any such purported assignment or delegation will be void and of no force or effect. Amazon may assign this Agreement in its sole discretion.
14.	Compliance with Laws.  User will comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (together, "Laws") in User's use of the Software. Without limiting the foregoing, User will comply with all export, re-export, and import Laws of the United States and other countries that may apply to the Software, and will not transfer, or encourage, assist, or authorize the transfer of, the Software to a prohibited country or otherwise in violation of any applicable Laws. User will not engage in any activity using or related to the Software, including the development of User Plug-Ins, that (a) infringes, violates, or misappropriates our rights or the rights of any third party, or (b) interferes with, damages, or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of ours or of any end user or other third party.
15.	Miscellaneous. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties hereto are independent contractors and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between User and Amazon.  User has 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.  User will not represent itself as an employee, representative or agent of Amazon.  A failure by Amazon to enforce any right under this Agreement will not at any time constitute a waiver of such right or any other right, and will not modify the rights or obligations of either party under this Agreement. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions under this Agreement.  Amazon's failure to insist upon or enforce User's strict compliance with this Agreement will not constitute a waiver of any of Amazon's rights. In addition to the Amazon, Amazon's licensors may enforce this Agreement against User with respect to their software and other materials included in the Software, and Amazon's licensors are third-party beneficiaries of this Agreement solely for that purpose. This Agreement will be governed by internal laws of the state of Washington, without reference to its choice of law rules. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the Superior Court of King County, Washington, or the Federal District Court for the Western District of Washington.  HOWEVER, AMAZON MAY SEEK INJUNCTIVE (OR SIMILAR) REMEDIES IN ANY JURISDICTION. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between User and Amazon, whether written or verbal, regarding the subject matter of this Agreement. User represents and warrants that User and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority.