Amazon Web Services™ Customer Agreement

Updated July 9, 2009

PLEASE NOTE, TERMS AND CONDITIONS GOVERNING USE OF THE AMAZON ASSOCIATES WEB SERVICE™ ARE NOW LOCATED AT: https://affiliate-program.amazon.com/gp/advertising/api/detail/agreement.html

PLEASE READ CAREFULLY – THIS IS A BINDING CONTRACT

THIS AWS CUSTOMER AGREEMENT (“AGREEMENT” OR “AMAZON WEB SERVICES CUSTOMER AGREEMENT”) IS A BINDING AGREEMENT BETWEEN AMAZON WEB SERVICES LLC (“AWS”) AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, “YOU”). THIS AGREEMENT INCORPORATES BY REFERENCE (1) THE PRIVACY NOTICE (“PRIVACY NOTICE”) AND (2) THE CONDITIONS OF USE (“CONDITIONS OF USE”) POSTED ON WWW.AMAZON.COM, AS THEY MAY BE MODIFIED BY AWS FROM TIME TO TIME.

BY CLICKING THE “ACCEPT” BUTTON FOR THIS AGREEMENT OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 2 BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE “DECLINE” BUTTON AND YOU MAY NOT USE THE SERVICES.

Welcome

This Agreement includes the following Sections:

1. The Services
2. Modifications to this Agreement
3. Term, Termination and Suspension
4. Authorization and License to Use the Services
• Permitted Uses Generally
• Restricted Uses Generally
• Accounts and Keys
• Monitoring
5. Authorized Use Policies for Specific Services
• Amazon Simple Storage Service™
• Amazon CloudFront™
• Amazon Simple Queue Service™
• Amazon Elastic Compute Cloud™
• Alexa® Web Services
• Amazon Flexible Payments Service
• Amazon DevPay Service™
• Amazon SimpleDB Service™
• Amazon Fulfillment Web Service
• Amazon Elastic MapReduce
• Amazon CloudWatch and Auto Scaling
• Elastic Load Balancing
• AWS Import/Export
• Amazon Web Services Premium Support
6. License to Use Amazon® Properties
7. Downtime and Service Suspensions; Security
8. Fees
9. Confidentiality
10. Intellectual Property
11. Representations and Warranties; Disclaimers; Limitations of Liability
12. Indemnification
13. US Government License Rights and Export Controls
14. Disputes
15. Notices
16. Miscellaneous Provisions

1. The Services

The services covered by this Agreement include both free services that AWS and its affiliates (referred to together herein as “we” or “us”) make available for no fee (the “Free Services”), and services that we make available for a fee (the “Paid Services”). The Free Services and the Paid Services are referred to collectively in this Agreement as the “Services.” Each Free Service and Paid Service is referred to individually as a “Service.”

1.1. Free Services. The Free Services include the Alexa® Site Widgets, Amazon FWS and all other web services that we make available to you free of charge on the Amazon Web Services-branded or Alexa®-branded web sites accessible from aws.amazon.com (collectively, the “AWS Website”), except those web services for which we specifically provide a separate customer agreement.

1.2. Paid Services. The Paid Services include all web services and any related support services that we make available to you for a fee on the AWS Website, except those web services for which we specifically provide a separate customer agreement. Our Paid Services include, but are not limited to:

• Amazon Simple Storage Service (Amazon S3)
• Amazon CloudFront
• Amazon Simple Queue Service (Amazon SQS)
• Amazon Elastic Compute Cloud (Amazon EC2)
• Alexa® Web Information Service (AWIS)
• Alexa® Web Search
• Alexa® Top Sites
• Amazon Flexible Payments Service (Amazon FPS)
• Amazon DevPay Service (Amazon DevPay)
• Amazon SimpleDB Service (Amazon SimpleDB)
• Amazon Web Services Premium Support (AWS Premium Support)

If you use Amazon FPS, you may incur fees for transactions that you submit through the Payment Service provided by Amazon Payments, which is described in Section 5.6 below. We may, in our sole discretion, (i) begin charging fees for a Free Service, in which case such Service will thereafter be deemed a Paid Service, or (ii) cease charging fees for a Paid Service, in which case such Service will thereafter be deemed a Free Service.

2. Modifications to this Agreement

You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement or such Additional Policy on the AWS Website or our “Developer Connection” pages accessible at http://developer.amazonwebservices.com/connect/index.jspa. The revised terms shall be effective as follows:

• if the revised terms are (a) for any Paid Services which we are adding at the time of the revision, (b) for Amazon FPS and Amazon DevPay, (c) for the Privacy Notice, (d) for the Conditions of Use, (e) for any AUP (as defined in Section 4.1.2), (f) for any other general terms and conditions applicable to our services, web sites or other properties, or (g) for any Free Service, then the revised terms shall be effective upon posting (unless we expressly state otherwise at the time of posting); and

• if the revised terms are otherwise for any then-existing Paid Services, then the revised terms shall be effective upon the earlier to occur of (a) fifteen (15) days after posting and (b) if we provide a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, your acceptance.

By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any revised Additional Policies. It is your responsibility to check the AWS Website and the Developer Connection pages regularly for changes to this Agreement or the Additional Policies, as applicable. We last modified this Agreement on the date set forth at the top of this Agreement.

3. Term, Termination and Suspension

3.1. Term. The term of this Agreement (“Term”) will commence, and you may begin using the Services, once you agree to the terms and conditions of this Agreement by clicking the “Accept” button below and complete the registration process for your Amazon Web Services account. The Agreement will remain in effect until terminated by you or us in accordance with this Section 3.

3.2. Termination by You for Convenience. You may terminate this Agreement for any reason or no reason at all, at your convenience, by (i) providing us written notice of termination in accordance with Section 15 and (ii) closing your account for any Service for which we provide an account closing mechanism.

3.3. Termination or Suspension by Us Other Than for Cause.

3.3.1. Free Services. We may suspend your right and license to use any or all Free Services and any associated Amazon Properties (as defined in Section 6.1 below), or, if you are only using Free Services, terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth in Section 15 below.

3.3.2. Paid Services (other than Amazon FPS and Amazon DevPay). We may suspend your right and license to use any or all Paid Services (and any associated Amazon Properties) other than Amazon FPS and Amazon DevPay, or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time by providing you sixty (60) days’ advance notice in accordance with the notice provisions set forth in Section 15 below.

3.3.3. Amazon FPS and Amazon DevPay. We may suspend your right and license to use Amazon FPS or Amazon DevPay and any associated Amazon Properties, or, if you are only using Amazon FPS, terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth in Section 15 below.

3.4. Termination or Suspension by Us for Cause. We may suspend your right and license to use any individual Service or any set of Services, or terminate this Agreement in its entirety (and, accordingly, your right to use all Services), for cause effective as set forth below:

3.4.1. Immediately upon our notice to you in accordance with the notice provisions set forth in Section 15 below if: (i) you attempt a denial of service attack on any of the Services; (ii) you seek to hack or break any security mechanism on any of the Services or we otherwise determine that your use of the Services or the Amazon Properties poses a security or service risk to us, to any user of services offered by us, to any third party sellers on any of our websites, or to any of our or their respective customers or may subject us or any third party to liability, damages or danger; (iii) you otherwise use the Services in a way that disrupts or threatens the Services; (iv) you are in default of your payment obligations hereunder and there is an unusual spike or increase in your use of the Services; (v) we determine, in our sole discretion, there is evidence of fraud with respect to your account; (vi) you use any of the AWS Content (as defined in Section 6.1) or Marks (as defined in Section 6.2) other than as expressly permitted herein; (vii) we receive notice or we otherwise determine, in our sole discretion, that you may be using AWS Services for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (viii) we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (ix) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

3.4.2. Fifteen (15) days following our provision of notice to you in accordance with the notice provisions set forth in Section 15 below if you are in default of any payment obligation with respect to any of the Services or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism, and you fail to cure such payment obligation default or correct such payment mechanism problem within such 15 day period.

3.4.3. Five (5) days following our provision of notice to you in accordance with the notice provisions set forth in Section 15 below if you breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5 day period.

3.5. Effect of Suspension or Termination.

3.5.1. Suspension. Upon our suspension of your use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that are still in use by you (including Premium Support), notwithstanding the suspension (including your continued storage of data on the Amazon S3 or Amazon SimpleDB service during the period of suspension); (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the applicable Services shall be terminated during the period of the suspension.

3.5.2. Termination. Upon termination of this Agreement for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) all of your rights under this Agreement shall immediately terminate; and (iii) you shall immediately return, or if instructed by us, destroy all AWS Confidential Information (as defined in Section 9 below) and any Amazon Properties then in your possession.

3.6. Survival. In the event this Agreement is terminated for any reason, Sections 3.5, 3.6, 3.7, 3.8, 4.2, 6, 8 (with respect to payments that are accrued but unpaid at the time of termination), and 9 through 16 will survive any such termination.

3.7. Data Preservation in the Event of Suspension or Termination.

3.7.1. In the Event of Suspension Other Than for Cause. In the event of a suspension by us of your access to any Service for any reason other than a for cause suspension under Section 3.4.1, during the period of suspension, (i) we will not take any action to intentionally erase any of your data stored on the Services and (ii) applicable Service data storage charges will continue to accrue.

3.7.2. In the Event of Termination Other Than for Cause. In the event of any termination by us of any Service or any set of Services, or termination of this Agreement in its entirety, other than a for cause termination under Section 3.4.1, (i) we will not take any action to intentionally erase any of your data stored on the Services for a period of thirty (30) days after the effective date of termination; and (ii) your post termination retrieval of data stored on the Services will be conditioned on your payment of Service data storage charges for the period following termination, payment in full of any other amounts due us, and your compliance with terms and conditions we may establish with respect to such data retrieval.

3.7.3. In the Event of Other Suspension or Termination. Except as provided in Sections 3.7.1 and 3.7.2 above, we shall have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve the same.

3.8. Post-Termination Assistance. Following the suspension or termination of your right to use the Services by us or by you for any reason other than a for cause termination (i.e., a termination under Section 3.2 or under Section 3.3), you shall be entitled to take advantage of any post-termination assistance we may generally make available with respect to the Services, such as data retrieval arrangements we may elect to make available. We may also endeavor to provide you unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to you, shall be conditioned upon your acceptance of and compliance with any fees and terms we specify for such assistance.

4. Authorization and License to Use the Services

Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth on the applicable Service detail page on the AWS Website (as such payment terms may be updated from time to time), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.

4.1. Permitted Uses Generally.

4.1.1. You may write a software application or Web site (“Application”) that interfaces with the Services. You acknowledge that we may change, deprecate or republish APIs (as defined in Section 6.1 below) for any Service or feature of a Service from time to time, and that it is your responsibility to ensure that calls you make to any Service are compatible with then-current APIs for the Service. You further acknowledge that we may change or remove features or functionality of the Services at any time.

4.1.2. You may make network calls or requests to the Services at any time that the Services are available, provided that, unless otherwise set forth in an applicable Authorized Use Policy set forth herein for any Service (“AUP”), you (or if you build and release an Application, each installed copy of your Application) may not exceed the maximum file size or maximum calls per second limit (if any) set forth for any particular Service in its AUP (or, in the event the AUP for a Service does not indicate a maximum file size, greater than 40K).

4.2. Restricted Uses Generally.

4.2.1. You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services.

4.2.2. You may not compile or use the Amazon Properties or any other information obtained through the Services for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.

4.2.3. You may not remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right designation appearing on or contained within the Services or on any Amazon Properties.

4.2.4. Subject to the terms and conditions of this Agreement, you may generally publicize your use of the Services; however, you may not issue any press release with respect to the Services or this Agreement without our prior written consent.

4.3. Accounts and Keys. Unless otherwise stated in an applicable AUP, you may only create one account per email address. AWS accounts are associated with one or more public key/private key pairs, which are used to access the service. Examples include an Amazon-issued Access Key ID string (as a public key) and an Amazon-issued Secret Access Key string (as a private key), or an X.509 certificate (as a public key) and its corresponding private key. When you complete the account creation process, you will be issued unique account identifiers (“Account Identifiers”), and may add a public key to your account. Account Identifiers (i) identify your account and (ii) allow you to make requests to AWS. The Account Identifier is immutable and will always uniquely identify your AWS account. Public key/private key pairs are unique to your account and are subject to change. Private keys are for your personal use only, and you may not sell, transfer, sublicense or otherwise disclose your private key to any other party. You may use your public key in the open in requests to AWS; your public key is therefore not secret. However, you are responsible for maintaining the secrecy and security of your private key. You are fully responsible for all activities that occur under your Account Identifiers, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your private key, or if your private key is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including contact information) for your AWS account. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of, Your Content (as defined in Section 10.2), your Applications, or other data which you submit or use in connection with your account or the Services.

4.4. Monitoring Your Use of the Amazon Web Services. You agree to provide information and/or other materials related to your Applications as reasonably requested by us to verify your compliance with this Agreement. You further acknowledge and agree that, with respect to:

4.4.1. Online Applications, we may crawl or otherwise monitor the external interfaces of your Application for the purpose of verifying your compliance with this Agreement. You may not seek to block or otherwise interfere with such crawling or monitoring (and we may use technical means to overcome any methods used on your Application to block or interfere with our crawling or monitoring); and

4.4.2. Client-Side Applications, you agree to furnish a copy of your Application upon request for the purpose of verifying your compliance with this Agreement.

5. Authorized Use Policies (AUP) for Specific Services

The following AUPs apply only to the specific Services for which they are provided. In the event of a conflict between the terms of an AUP and the terms and conditions of this Agreement, the terms of the AUP shall apply, but only to the extent of such conflict.

5.1. Amazon Simple Storage Service (Amazon S3)

5.1.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon S3, you may use Amazon S3 to store, retrieve and serve software applications, data and/or content owned, licensed or lawfully obtained by you (all of the foregoing, to the extent actually stored on Amazon S3, “Your Amazon S3 Content”). You acknowledge that neither we nor our licensors are responsible in any manner, and you are solely responsible, for your Amazon S3 Content. While we may track information regarding your use of Amazon S3, we will not sell or license Your Amazon S3 Content, and will not disclose Your Amazon S3 Content except as we may determine to be necessary or desirable to comply with the Agreement, the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.1.2. You must comply with the terms of the Amazon S3 Developer Guide, as posted by us and updated by us from time to time on the AWS Website, including, without limitation, any limitations described in the Amazon S3 Developer Guide on the total size of files or objects that may be stored on the Amazon S3 servers at any one time (e.g., restrictions on files or objects that contain more than 5 Gigabytes of data or that configure more than 100 top tier folders or “buckets”).

5.2. Amazon CloudFront

5.2.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon CloudFront, you may use Amazon CloudFront to deliver data and/or content owned, licensed or lawfully obtained and used by you (all of the foregoing, “Your CloudFront Content”). You may not use Amazon CloudFront for any unlawful or deceptive purpose. You must own or be licensed to use any domain name that you use in conjunction with your Amazon CloudFront Content. You acknowledge that neither we nor our licensors are responsible in any manner, and you are solely responsible, for your Amazon CloudFront Content.

5.2.2. While we may track information regarding your use of Amazon CloudFront, we will not sell or license Your Amazon CloudFront Content, and will not disclose Your Amazon CloudFront Content except as we may determine to be necessary or desirable to comply with this Agreement, the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes. Amazon CloudFront is subject to all applicable laws of the United States and other jurisdictions.

5.2.3. You must comply with the terms of the Amazon CloudFront Developer Guide, as posted by us and updated by us from time to time on the AWS Website. Amazon CloudFront requires you to store the original version of Your CloudFront Content in Amazon S3. You are responsible for the separate fees you accrue for Amazon S3 and for Amazon CloudFront.

5.3. Amazon Simple Queue Service (Amazon SQS)

5.3.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon SQS, you may use Amazon SQS in connection with data owned or lawfully obtained by you (such data, to the extent to which actually used in connection with Amazon SQS, “Your Amazon SQS Content”). You acknowledge that neither we nor our licensors are responsible in any manner, and you are solely responsible, for your Amazon SQS Content. While we may track information regarding your use of Amazon SQS, we will not sell or license your Amazon SQS Content and will not disclose Your Amazon SQS Content except as we may determine to be necessary or desirable to comply with the Agreement, the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.3.2. Your use of Amazon SQS is subject to the limits specified in the most recent user documentation, including limits on the available number of queues or messages, message size, and the number of days during which a message or inactive queue can be maintained. You may not knowingly create and maintain inactive queues. We may delete, without liability of any kind, any of your Amazon SQS Content that sits in a queue or any queue that remains inactive for more than the number of days specified in the user documentation.

5.4. Amazon Elastic Compute Cloud (Amazon EC2)

5.4.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon EC2, you may use Amazon EC2 to execute Applications owned or lawfully obtained by you. You are solely responsible for your Applications, including any data, text, images or content contained therein.

5.4.2. While we may track information regarding your usage of Amazon EC2, we will not disclose, sell or license your Applications that use Amazon EC2 or content or data contained therein (all of the foregoing, to the extent to which you actually use Amazon EC2 in connection therewith, “Your Amazon EC2 Content”), except as: (i) you expressly authorize us to do in connection with your participation in other services that may be offered by us; or (ii) we may determine to be necessary or desirable to comply with the Agreement, the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.4.3. You are personally responsible for all Applications running on and traffic originating from the instances you initiate within Amazon EC2. As such, you should protect your authentication keys and security credentials. Actions taken using your credentials shall be deemed to be actions taken by you.

5.4.4. Email. Electronic communications must adhere to all applicable laws. Without limiting the foregoing, the following are strictly prohibited:

5.4.5. Network. You may make network connections from Amazon EC2 hosted servers to other hosts only with the permission and authorization of the destination hosts and networks. Examples of unacceptable network traffic include:

You may not operate network services such as:

5.4.6. Services and Applications. The Amazon EC2 servers are hosted in and are subject to all applicable laws of the United States and other applicable local laws. You are responsible for maintaining licenses and adhering to the license terms of any software you run. Certain services are prohibited, and you may not operate a site or service that:

You may not share or publish Amazon Machine Images (“AMIs”) or other content or applications on the AWS Website that are intended to cause, or have the consequence of causing, the user to be in violation of the terms and conditions of this Agreement.

5.4.7. Using Microsoft Software. As part of the Services, you may be allowed to use certain software (including related documentation) developed and owned by Microsoft Corporation or its licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services. Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.

5.4.8. Using IBM and Novell Software. As part of the Services, you may be allowed to use certain software (including related documentation) developed and owned by International Business Machines Corporation, Novell, Inc., and their licensors (“IBM Software” and “Novell Software”). This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services. Your use of the IBM Software is subject to the terms and conditions defined in the IBM License Information (“IBM LI”) for each IBM Software program and any applicable terms for Separately Licensed Code contained therein. You can access the applicable IBM LI here using the IBM Program Number found in the AMI Catalog. Any restrictions in the IBM LI regarding Processor Value Units (“PVUs”) apply to your use of the IBM Software as part of the Services. IBM’s current conversion table for applying PVUs to the Services can be found here. The IBM LI may refer to products or features that are not available as part of the Services. Your use of the Novell Software is subject to the terms and conditions of the Novell End User License Agreement (“Novell EULA”) provided with the Novell Software. By using the IBM Software and the Novell Software, you hereby agree to be bound by the terms of the applicable IBM LI and Novell EULA, each of which is presented the first time you access the relevant AMI. We may disclose your company name, the IBM Software your company has used, and your company’s total usage fees for the IBM Software (collectively, “Usage Data”). IBM is required to keep Usage Data confidential and IBM cannot use Usage Data for marketing or lead generation.

5.5. Alexa® Web Services

5.5.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Alexa® Web Services, you may use Alexa® Web Services to create or enhance Applications or websites, to create search websites or search services, to retrieve information about websites, and to research or analyze data about the traffic and structure of the web.

5.5.2. You may not display data you receive via the Alexa® Services that has been cached for more than 24 hours.

5.5.3. You may not resell or redistribute the Alexa® Web Services or data you access via the Alexa® Web Services.

5.5.4. You may use data you receive from the Alexa® Web Services, such as web site traffic data, to enhance your Application or website, but may not use it in any Application whose primary purpose is to display the same or related data or whose primary purpose is to compete with www.alexa.com (the “Alexa® Website”).

5.6. Amazon Flexible Payments Service (Amazon FPS)

5.6.1. The terms in this Section 5.6 apply only to Amazon FPS and use of your Application with the web-based payment service provided by Amazon Payments, Inc. (“Amazon Payments”) that enables the processing of payment transactions initiated by third parties, and that may include, without limitation, the processing and settlement of credit card transactions, bank transfers, or the administration of prepaid or post-paid balances (the “Payment Service”).

5.6.2. Provided that you comply with the terms of this Agreement and the policies and procedures for the use of Amazon FPS and the Payment Service, you may:

5.6.3. The FPS SDK, FPS Sample Code, and FPS Specifications (as defined below) shall be considered Amazon Properties (described in Section 6). Except as expressly authorized by this Section 5.6, you may not sublicense, loan, sell, assign, lease, rent, transfer, act as a service bureau, distribute or grant rights to any person or entity in Amazon FPS, the FPS SDK, the FPS Sandbox or the Payment Services.

5.6.4. You and your Application will comply with any technical and operational specifications and other documentation or policies provided or made available by us or Amazon Payments with respect to Amazon FPS or the Payment Service respectively (the “FPS Specifications”). We reserve the right to update or modify the FPS Specifications at any time. Prior to making your Application generally available for commercial use, you will thoroughly test your Application to ensure that it operates properly with Amazon FPS, including without limitation that it complies with the FPS Specifications.

5.6.5. We may review and test your Application to confirm that it operates properly with Amazon FPS and complies with the FPS Specifications, using review and test processes determined in our sole discretion. You agree to correct any material errors, defects or other non-compliance of which you become aware, including from review and test results provided by us. We may make modifications, updates or upgrades to Amazon FPS, the FPS SDK, or FPS Specifications. In such event, you will test and, if necessary, modify your Application to ensure that it continues to operate properly with the then-current version of Amazon FPS.

5.6.6. You must establish and maintain a payments account with Amazon Payments to use your Application commercially with Amazon FPS and to access the Payment Service. Your use of the Payment Service is subject to Amazon Payment’s policies, procedures, and user agreements, and any breach of the foregoing will constitute a breach of this Agreement. In addition to the limitations described in Section 6.2, any use of the Amazon Payments logo and trademark is subject to the trademark usage guidelines issued by Amazon Payments.

5.6.7. You are responsible for (a) the collection and payment of any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any offer or sale of products or services by you, including your Application, and (b) any payment transaction that is initiated using your Application that is charged back or reversed (a “Chargeback”) to the extent that such Chargeback is attributable to any error, act or omission of you or your Application and is not otherwise recovered by Amazon Payments from an End User. You will indemnify and reimburse Amazon Payments and its affiliates against any claim or demand for payment of any such taxes or any Chargebacks.

5.6.8. You represent, warrant, and covenant that you will at all times:

5.7. Amazon DevPay Service (Amazon DevPay)

5.7.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon DevPay Service, you may use Amazon DevPay to: (1) sell to end users (“Customers”) use of Applications that you develop and make available with the Amazon Services (the “Bundled Application”), including AMIs that you develop; (2) establish accounts for Customers that use the Bundled Application (“Customer Accounts”); (3) manage features of Customer Accounts; and (4) receive payments from Customers for Bundled Applications.

5.7.2. You will establish the pricing applicable to Customers for their use of any Bundled Application. We will only be responsible for collecting those fees that are fully disclosed and properly configured within the DevPay Service. The fees you charge to Customers for your Bundled Applications through the DevPay Service (as further described in Section 5.7.6 below) must constitute the full and complete fees you charge Customers for such Bundled Applications. You may not charge or impose any additional or supplemental fees for Bundled Applications other than those disclosed through the DevPay Service. While you are using the DevPay Service, you shall not establish any alternative means of payment for such Bundled Applications. The foregoing does not limit your ability to charge and receive payments for goods and services other than the Bundled Application sold through the DevPay Service.

5.7.3. You are responsible for designating all terms and conditions applicable to the use of the Bundled Application; provided that, use of the underlying Services are subject to the terms of this Agreement which will control in the event of a conflict. We may require users to register an AWS account (including agreeing to the terms of this Agreement) in order to use Amazon EC2 or other Services associated with the Bundled Application. You may not extend on behalf of us any written or oral warranty or guarantee, or make any representation or claim, with respect to the Services without our prior written consent. Upon termination of this Agreement or the Amazon Payments User Agreement for any reason, all access by Customers with respect to your Bundled Applications may be terminated by us.

5.7.4. Except as set forth in Section 5.7.5, you are fully liable for all charges incurred for Services under your Account Identifiers or those assigned to your Customers for your Bundled Applications. All Services will be charged at the then current price applicable to such services under this Agreement. Payments will be processed by Amazon Payments, Inc. and are subject to the terms of the Amazon Payments User Agreement, including your liability for chargebacks. All payments collected using the DevPay Service are subject to the then current processing fee described on the DevPay detail page on the AWS Website. Amounts owed under this Agreement may be deducted from proceeds collected under the Amazon Payments User Agreement.

5.7.5. If we are unable to collect the fees you specify from your Customers for the sale of your Bundled Applications (“Customer Fees”) or a prior transaction for those fees is reversed, you will not be responsible for paying the fees for the Services used by you and your Customer (“Service Fees”) and AWS will have no obligation to remit or otherwise seek collection of the Customer Fees, provided that the payment failure is due to:

5.7.6. We will host and make available to Customers a customer interface (“Customer UI”) permitting (a) the display to Customers of certain pricing, terms and conditions and other information you provide to us regarding your Bundled Applications (“Subscription Information”) and (b) Customers to engage in certain functions with respect to your Bundled Applications, such as account establishment, account termination, payment authorization and termination rights. We will define and control the fields and format for the Customer UI and for Subscription Information. We retain all rights to the Customer UI, including its look and feel, and you will not copy or mimic the Customer UI in any manner.

5.7.7. You are responsible for ensuring and shall ensure that all Subscription Information (as you provide it to us and as it is ultimately shown on the Customer UI) is: (1) full, accurate and complete, (2) not misleading; and (3) in compliance, in all respects, with applicable laws. You must promptly update the Subscription Information when and as necessary to ensure that the Subscription Information continues to comply with the foregoing requirements, even if the updates are necessary as a result of changes we make to the data input fields or to the Customer UI.

5.7.8. You are responsible for providing customer service (if any) to Customers for your Bundled Applications. We shall have no obligation to provide customer or technical support to any Customer for Bundled Applications; provided that, we will provide support to Customers regarding billing and payment questions.

5.7.9. You will use the communication methods we establish through the DevPay Services for the administration of Customer Accounts, including, but not limited to, any communications regarding Customer Account termination or pricing changes.

5.7.10. You acknowledge and agree that we may take any of the corrective action regarding Customer Accounts to the extent we deem necessary or appropriate, in our sole discretion, to (1) comply with law, (2) enforce or apply this Agreement, the Amazon Payments User Agreement, or other agreements or policies applicable to the Services or DevPay Service, or (3) protect the rights, property or safety of our business, a Customer, or any third party. Corrective action may include (i) suspending, canceling or closing of Customer Accounts; (ii) re-establishment of Customer Accounts; and (iii) waiving or refunding of fees on Customer Accounts. We shall have no liability to you for taking any such actions. You shall promptly comply with any actions we take or may require of you regarding Customer Accounts. These actions may include, without limitation, reimbursing us for Customer refunds we issue, discontinuing provision of services on Customer Accounts we cancel, and re-establishment of services on Customer Accounts we re-establish. Should you ask us to close a Customer Account by using a method we have provided for that purpose, we will endeavor to close the Customer Account reasonably promptly, but we shall have no liability to you for the speed with which we do so or for our failure to do so. You shall indemnify and hold us and our employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim based on or related to any actions we may take with respect to any Customer Account at your direction, including, without limitation, any closure of a Customer Account.

5.7.11. You acknowledge and agree that: (a) you have no expectation and have received no assurances that your business relationship with us will continue beyond the Term (or its earlier termination), that any investment by you in the promotion of any Bundled Application will be recovered or recouped, or that you will obtain any anticipated amount of profits; and (b) you will not have or acquire by virtue of the DevPay Services or otherwise any vested, proprietary or other right in the promotion of any Services or in any related goodwill created by your efforts.

5.8. Amazon SimpleDB Service (Amazon SimpleDB)

5.8.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon SimpleDB, you may use Amazon SimpleDB to store, query, retrieve and serve data and/or content owned, licensed or lawfully obtained by you (all of the foregoing, to the extent actually stored in Amazon SimpleDB, “Your Amazon SimpleDB Content”). Neither we nor our licensors are responsible in any manner, and you are solely responsible, for your Amazon SimpleDB Content. While we may track information regarding your use of Amazon SimpleDB, we will not sell or license Your Amazon SimpleDB Content, and will not disclose Your Amazon SimpleDB Content except as we may determine to be necessary or desirable to comply with the Agreement, the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.8.2. You must comply with the terms of the technical documentation applicable to (including the Amazon SimpleDB Developer Guide) as posted by us and updated by us from time to time on the AWS Website, including, without limitation, any limitations on the number and total size of domains, items and attributes that may be stored on the Amazon SimpleDB servers. We may delete, without liability of any kind, any of your Amazon SimpleDB Content that has not been accessed in the previous 6 months.

5.9. Amazon Fulfillment Web Service (Amazon FWS)

5.9.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon FWS, you may access and use Amazon FWS to query, access, transmit and receive product and shipping information related to your use of the Fulfillment by Amazon service (“FBA Service”) sold and provided by Amazon Services LLC (“Amazon Services”) in accordance with any applicable FBA Specifications (as defined below).

5.9.2. To use Amazon FWS, you must have a current account in good standing and be registered to use the FBA Service (your “Seller Account”). Your use of the FBA Service and your Seller Account is solely subject to Amazon Services’ policies, procedures, the Amazon Business Services Agreement or other applicable user agreements. Amazon FWS is only a technical interface that enables you to access and process certain information related to your Seller Account. AWS will have no liability to you or any third party related to your Seller Account.

5.9.3. You may use Amazon FWS only to administer product and shipping information associated with your Seller Account. When registering for Amazon FWS, you must use the same username and password which is associated with your Seller Account. You may not develop or use an Application to access Amazon FWS that collects, processes or stores the Account Identifiers or other security credentials (including usernames and passwords) of any third party associated with AWS or any of its affiliates.

5.9.4. You and your Application will comply with any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to Amazon FWS (the “FBA Specifications”). We reserve the right to update or modify the FBA Specifications at any time. Prior to making your Application available for commercial use, you will thoroughly test your Application to ensure that it operates properly with Amazon FWS, including, without limitation, that it complies with the FBA Specifications.

5.10. Amazon Elastic MapReduce

5.10.1 Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon Elastic MapReduce, you may use Amazon Elastic MapReduce to run software applications and process data or other content owned, licensed or lawfully obtained by you (all of the foregoing, “Your Amazon Elastic MapReduce Materials”). Neither we nor our licensors are responsible in any manner, and you are solely responsible, for your Amazon Elastic MapReduce Materials.

5.10.2 You must comply with the technical documentation for Amazon Elastic MapReduce (including the Amazon Elastic MapReduce Developer Guide) as posted by us and updated by us from time to time on the AWS Website, including, without limitation, limits on input data object size and output data object size.

5.10.3 We may collect certain information (“Logs”) about computing jobs you run using Amazon Elastic MapReduce (“Job Flows”). Logs may contain such information as CPU utilization, memory usage, or IO performance of the computing machinery running your Job Flows. Logs may also contain error and information messages your Amazon Elastic MapReduce Materials output (if any) while a Job Flow is starting, running, or stopping. We will not sell or license Logs nor will we disclose Logs except as we may determine to be necessary or desirable to comply with the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.10.4 You are responsible for all fees incurred from your running Job Flows regardless of the results obtained, the quality of the resulting data, or whether a Job Flow runs successfully. Use of Amazon Elastic MapReduce requires use of Amazon EC2 and Amazon S3. You are responsible for the separate fees you accrue for Amazon EC2 and for Amazon S3.

5.10.5 You are solely responsible for monitoring the status of your Job Flows. We may throttle or terminate Job Flows that we determine degrade the performance of Amazon Elastic MapReduce, the Services, or any component of the Services. We are not responsible for any data loss or data corruption that occurs as part of your Job Flows.

5.11. Amazon CloudWatch and Auto Scaling

5.11.1 Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon CloudWatch, you may use Amazon CloudWatch to perform monitoring and auto-scaling functions in connection with Amazon EC2. Amazon CloudWatch enables Auto Scaling in connection with Amazon EC2. Auto Scaling requires use of both Amazon CloudWatch and Amazon EC2.

5.11.2 You must comply with the technical documentation for Amazon CloudWatch and Auto Scaling (including the applicable Developer Guides) as posted by us and updated by us from time to time on the AWS Website.

5.11.3 In connection with Auto Scaling, we may launch additional Amazon EC2 instances or terminate Amazon EC2 instances based on conditions you set. You are responsible for the separate fees you accrue for Amazon EC2 and you will pay all fees associated with such additional Amazon EC2 instances. You are responsible for all fees incurred from your use of Amazon CloudWatch and Auto Scaling regardless of the results obtained or the quality or timeliness of the results¬. Charges for Amazon CloudWatch will accrue as soon as you use begin using Amazon CloudWatch or Auto Scaling functionality.

5.11.4 Amazon CloudWatch collects and stores certain information (“Data”) for the Amazon EC2 instances you are monitoring, including CPU utilization, data transfer, and disk usage and activity. We will not sell or license Data nor will we disclose Data except as we may determine to be necessary or desirable to comply with the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.12. Elastic Load Balancing

5.12.1 Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Elastic Load Balancing you may use Elastic Load Balancing to provide load balancing functionality in connection with Amazon EC2. You must have instances running in all Availability Zones across which you want to balance loads with Elastic Load Balancing.

5.12.2 You must comply with the technical documentation for Elastic Load Balancing (including the applicable Developer Guides) as posted by us and updated by us from time to time on the AWS Website.

5.12.3 Use of Elastic Load Balancing requires use of Amazon EC2. You are responsible for the separate fees you accrue for Amazon EC2. You are responsible for all fees incurred from your use of Elastic Load Balancing regardless of the results obtained or the quality or timeliness of the results¬. Charges for Elastic Load Balancing will accrue as soon as you use begin using Elastic Load Balancing functionality.

5.13. AWS Import/Export

5.13.1 Provided that you comply with the terms of this Agreement and our policies and procedures for the use of AWS Import/Export, you may send physical storage media (the “Media”) to us that we will use to either (a) transfer data contained on the media for storage in Amazon S3 as Your Amazon S3 Content or (b) transfer certain of Your Amazon S3 Content to the media (such data contained on Media either before or after transfer, “Data”).

5.13.2 You will comply with all specifications and documentation for AWS Import/Export (including the AWS Import/Export Pack and Ship Check List) as posted by us and updated by us from time to time on the AWS Website, including Media requirements and shipping requirements. You will be solely responsible for all shipping and handling costs (including costs of freight and transit insurance). You are responsible for payment of all customs, duties, taxes and other charges in connection with Media.

5.13.3 You will not deliver to us, and we may refuse to accept any, damaged or defective Media or any Media not shipped in accordance with this Agreement (collectively, “Unsuitable Media”). We may return or dispose of any Unsuitable Media in accordance with Section 5.13.12 (and you will be deemed to have consented to such action) if you fail to direct us to return or dispose of any Unsuitable Media within thirty (30) days after we notify you that we are in possession of it. In addition, you will reimburse us for any expenses we incur in connection with any Unsuitable Media.

5.13.4 You will bear the entire risk of loss of, or damage to, any Media (including Data) while in transit and you are solely responsible for obtaining insurance at your expense. We have no liability or responsibility with respect to any delay, damage or loss incurred during shipment, including loss of Data.

5.13.5 You will retain title to any Media we receive from you and store as part of AWS Import/Export. You supply us with Media and Data entirely at your own risk. We are not responsible for and will not be held liable for any damage to Media or any loss of Data. We have no duty or obligation as a bailee or warehouseman. Our confirmed receipt of delivery does not: (a) indicate or imply that any Media or Data has been delivered free of loss or damage, or that any loss or damage to any Media or Data later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of units of Media specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Agreement. We reserve the right to impose, and change, from time to time, volume limitations on the delivery of your Media, and you will comply with any of these restrictions or limitations.

5.13.6 You should back-up Data prior to delivery to us. Your Data should not include live or production data or any other data that you are not prepared to lose. For avoidance of doubt, Your Amazon S3 Content includes Data.

5.13.7 You represent that you have all necessary rights to provide the Media and Data to us for upload into Amazon S3.

5.13.8 We may reproduce Data as necessary to transfer it between Media and Amazon S3. We will not sell or license Data nor will we disclose Data except as we may determine to be necessary or desirable to comply with the request of a governmental or regulatory body, subpoenas or court orders, or for other legal purposes.

5.13.9 Use of AWS Import/Export requires use of Amazon S3. You are responsible for the separate fees you accrue for Amazon S3.

5.13.10 IN ADDITION TO THE DISCLAIMERS IN SECTION 11.5, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF MEDIA OR DATA BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR DATA, INCLUDING ENCRYPTING SENSITIVE DATA.

5.13.11 In addition to your obligations under Section 12.1, you agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of (a) the Media (whether or not title has transferred to us) and Data, including any personal injury, death or property damage (including any damage caused by malicious or harmful code included in Data); or (b) any sales, goods and services, use, excise, import, export, property, value added or other taxes or duties assessed or imposed on us or our affiliates in connection with or as a result of the storage, shipping or other actions by us taken with respect to the Media or Data.

5.13.12 Once AWS Import/Export services are complete, we will return the Media to you. We may return Media to you for any reason, including upon termination of this Agreement or the AWS Import/Export service. Returned Media will be sent to your designated United States shipping address only. If we have an outdated, incorrect or international address for you, we will notify you and you will have thirty (30) calendar days from the date we notify you to supply a substitute address. If you do not supply a substitute address within thirty (30) calendar days of notification, the Media will be deemed Unsuitable Media subject to disposal. We may dispose of Media in any manner and we have no obligation to reimburse or compensate your for any loss of Media or Data due to our disposal.

5.13.13 Notwithstanding Section 4.3, you may give agents and subcontractors of your choosing access to the private key associated with your account solely for the purpose of (a) preparing Data for import or export using AWS Import/Export or (b) confirming the integrity of Data imported or exported using AWS Import/Export. You remain fully responsible for and indemnify us for all activities undertaken by such third parties under your account. Other than as specifically set forth in this section, Section 4.3 continues to apply to your use of the Services.

5.14. Amazon Web Services Premium Support (AWS Premium Support)

5.14.1 Subject to the terms of this Agreement, we will provide “Premium Support” in accordance with the terms of AWS Premium Support Guidelines available at http://aws.amazon.com/premiumsupport/guidelines (the “Guidelines”). (the “Guidelines”). Premium Support is available only for (a) the “Covered Services” and subscription levels set forth in the Guidelines, and (b) customers and their own Applications using the Covered Services. If you are experiencing problems with one or more Covered Services in connection with your use of an Application that was provided to you by a third party (someone other than yourself or AWS) then Premium Support is not available.

5.14.2 In providing Premium Support, AWS will use commercially reasonable efforts to (a) respond within the “Response Times” set forth in the Guidelines for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All Response Times are measured from the point when a case has been properly submitted by an authorized individual to us. Cases may be submitted as specified in the Guidelines. We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, or (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem.

5.14.3 Premium Support fees will be the greater of (a) the specified minimum monthly fee, or (b) a percentage of your monthly usage charges for all the Covered Services during the billing period. Regardless of when you sign up or terminate Premium Support, you are obligated to pay for a minimum of thirty (30) days of support each time you register to receive the service. We reserve the right to refuse to provide Premium Support to any customer that frequently registers for and terminates the service.

6. License to Use the Amazon Properties

6.1. Amazon Properties. We may make available to you, for your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (all such materials except those specifically made available by us under separate license terms, the “Amazon Properties”). Subject to your acceptance of this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for your right to use the subject Service, we hereby grant to you, without the right to sublicense, a limited, non-exclusive, non-transferable license during the Term, under our intellectual property or proprietary rights in the Amazon Properties, only to install, copy and use the Amazon Properties solely in connection with and as necessary for your use of such Services and solely to the extent in compliance with all the terms and conditions of this Agreement. The Amazon Properties may include, without limitation:

• Proprietary application programming interfaces (“APIs”);
• Developer tools for use in connection with the APIs;
• Articles and documentation for use in connection with the use and implementation of the APIs (collectively, “Documentation”);
• Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and other technology;
• Textual materials made available as part of the Service (“Text Materials”); and
• Other forms of digital content, data, text, images, logos, user interface designs and other creative designs, audio and video (with the Text Materials, collectively, “AWS Content”).

Sample source code which we may make available from time to time for use in connection with the Services (“Sample Source Code”) and libraries which we may make available from time to time for use in connection with the Services (“Libraries”) will be made available to you under separate license that accompanies each Sample Source Code or Library and the term “Amazon Properties,” as used herein, specifically excludes any Sample Source Code or Libraries made available to you under separate license.

Except as may be expressly authorized under this Agreement:

• You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in or accessed via the Amazon Properties.
• You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Amazon Properties or the Services or apply any other process or procedure to derive the source code of any software included in or accessed via the Amazon Properties.
• You may edit Text Materials only by deleting text from and reducing the length of the Text Materials and only if, in doing so, you do not materially alter the meaning of the Text Materials or cause the Text Materials to become factually incorrect or misleading. You may not add additional information to the Text Materials (e.g., you may not insert words into a customer review or supplement a wish list or Listmania® list with new items). You hereby irrevocably assign to us any and all intellectual property or proprietary rights in such edited Text Material.

6.2. Restrictions with Respect to Use of Marks. Your use of any trademarks, service marks, service or trade names, logos, and other designations of AWS and its affiliates or licensors, hereinafter “Marks”, shall strictly comply with the following provisions. You may use the Marks in conjunction with the display of the AWS Content and for the purpose of indicating that your Application was created using the Services. You may use the Marks only in the form in which we make them available to you and not in any manner that disparages Amazon, its affiliates or its licensors, or that otherwise dilutes any Mark. Other than your limited right to use the Marks as provided in this Agreement, we and our licensors retain all right, title, and interest in and to the Marks. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow our the Trademark Use Guidelines posted on the Amazon Web Services™ Trademark Guidelines page (the “Trademark Guidelines”) as those guidelines may change from time to time. The Trademark Guidelines are incorporated herein by reference. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks. Other than as specified in this Agreement, you may not use any trademark, service mark, trade name or other business identifier of Amazon or its affiliates unless you obtain Amazon’s or its affiliates’ prior written consent. The foregoing prohibition includes the use of “amazon,” any other trademark of AWS, Amazon or its affiliates, or variations or misspellings of any of them, in the name of an Application or in a URL to the left of the top-level domain name (e.g., ”.com”, ”.net”, “co.uk”, etc.)—for example, a URL such as “amazon.mydomain.com”, “amaozn.com” or “amazonauctions.net” are expressly prohibited. Any use you make of the Marks shall inure to our benefit and you hereby irrevocably assign to us all right, title and interest in the same. In addition, you agree not to misrepresent or embellish the relationship between us and you, for example by implying that we support, sponsor, endorse, or contribute money to you or your business endeavors.

6.3. Nonexclusive Rights. The rights granted by Amazon in this Agreement with respect to the Amazon Properties, the Marks and the Services are nonexclusive, and Amazon reserves the right to: (i) itself act as a developer of products or services related to any of the products that you may develop in connection with the Amazon Properties or via your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Amazon or your Application.

7. Downtime and Service Suspensions; Security

7.1. Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to you as described in Section 3 above, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Without limitation to Section 11.5, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you email notice of any Service Suspension in accordance with the notice provisions set forth in Section 15 below and to post updates on the AWS Websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

7.2. Security. We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, without limitation to Section 4.3 above and Section 11.5 below, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content and Applications. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your Applications or any software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or Applications.

8. Fees

8.1. Service Fees. In consideration of your use of any of the Paid Services, you agree to pay applicable fees for Paid Services in the amounts set forth on the respective Service detail pages on the AWS Website (including any minimum subscription fees). You are responsible for any fees assessed by Amazon Payments for transactions that you submit to the Payment Service using Amazon FPS. Fees for any new Service or new Service feature will be effective upon posting by us on the AWS Website for the applicable Service. We may increase or add new fees for any existing Service or Service feature, or implement a fee for any previously Free Service or Free Service feature, by giving you 30 days’ advance notice. Such notice will be posted on the AWS Website on the Service detail page for the affected Service. You agree that you are responsible for checking the AWS Website each month to confirm whether there are any new fees and their effective date(s). All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT from you, including without limitation your VAT identification number.

8.2. Payment. We may specify the manner in which you will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

8.3. Reserved Instance Pricing. You may designate EC2 instances as subject to the reserved pricing and payment terms (“Reserved Instance Pricing”) set forth on the EC2 detail page on the AWS Website (each designated instance, a “Reserved Instance”). You may designate instances as Reserved Instances solely by calling to the Purchasing API (the “API Call”). In the API Call you must designate an availability zone, instance type and quantity for the applicable Reserved Instances. The Reserved Instances may only be used in the designated availability zone. We may change Reserved Instance Pricing at any time but price changes will not apply to previously designated Reserved Instances. We may terminate the Reserved Instance Pricing program at any time. Notwithstanding anything to the contrary herein, Reserved Instances are nontransferable and all amounts paid in connection with the Reserved Instances are nonrefundable, except that if we terminate this Agreement pursuant to Section 3.3 or terminate the Reserved Instance Pricing program we will refund you a pro rata portion of any up-front fee paid in connection with any previously designated Reserved Instances. In addition to being subject to Reserved Instance Pricing, Reserved Instances are subject to all data transfer and other fees applicable under this Agreement.

9. Confidentiality

9.1. Use and Disclosure. You shall not disclose AWS Confidential Information during the Term or at any time during the three (3) year period following the end of the Term. As used in this Agreement, “AWS Confidential Information” means all nonpublic information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. AWS Confidential Information includes, without limitation, (i) nonpublic information relating to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of our so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that we are obligated to keep confidential, and (iii) the nature, content and existence of any discussions or negotiations between you and us. Confidential Information does not include any information described in Section 9.2 or any information that you are required to disclose by law.

9.2. Excluded Information. Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to us under Section 9.1 above, with respect to any information provided or made available by us hereunder, and we shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party.

9.3. Conflict with Separate Non-Disclosure Agreement. If you and we are parties to a separate non-disclosure agreement (“Stand-Alone NDA”) and there is a conflict between the terms of the Stand-Alone NDA and the terms of this Section 9, the terms of the Stand-Alone NDA shall control.

10. Intellectual Property

10.1. Our Services and the Amazon Properties. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Amazon Properties; (iii) the Marks; and (iv) any other technology and software that we provide or use to provide the Services and the Amazon Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Amazon Properties, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement.

10.2. Your Applications, Data and Content. Other than the rights and interests expressly set forth in this Agreement, and excluding Amazon Properties and works derived from Amazon Properties, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) content and data you may send to us or use as part of your use of any Services, including Amazon S3 or Amazon SimpleDB, which are designed by us to permit you to send content or data to us (“Your Content”); and (ii) your Applications.

10.3. Feedback. In the event you elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the Amazon Properties or the Marks (collectively, “Feedback”), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback.

10.4. Non-Assertion. During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

11. Representations and Warranties; Disclaimers; Limitations of Liability

11.1. Use of the Services. You represent and warrant that you will not use the Services, Amazon Properties and/or your Application and Your Content: (i) in a manner that infringes, violates or misappropriates any rights of us or any third party; (ii) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, including, without limitation, the CAN SPAM Act of 2003; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data that is subject to export laws; and/or (iv) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

11.2. Applications and Content. You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of your Application and for Your Content, including without limitation, the accuracy, security, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your Application and Your Content; (iii) that neither your Application nor Your Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither your Application nor Your Content contains any Harmful Components; and (v) to the extent to which you use any of the Marks, that you will conduct your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of Amazon.

11.3. Public Software and Feedback. You represent and warrant that you will not use, and will not authorize any third party to use, any Public Software in connection with the Services in any manner that requires, pursuant to the license applicable to such Public Software, that any Amazon Properties or Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients. With respect to any Feedback, you represent and warrant that such Feedback, in whole or in part, contributed by or through you, (i) contains no third party software or any software that may be considered Public Software and (ii) does not violate, misappropriate or infringe any intellectual property rights of any third party. “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: (i) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (ii) The Artistic License (e.g., PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun Industry Standards License (SISL), (vii) the BSD License and (viii) the Apache License.

11.4. Authorization and Account Information. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete; (ii) if you are registering for the Services as an individual, that you are at least 18 years of age and have the legal capacity to enter into this Agreement; and (iii) if you are registering for the Services as an entity or organization, (a) you are duly authorized to do business in the country or countries where you operate, (b) the individual clicking “Accept” on this Agreement and completing the registration for the Services meets the requirements of subsection (ii) above and is an authorized representative of your entity, and (c) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to this Agreement and all transactions conducted under your account.

11.5. Disclaimers. AMAZON PROPERTIES, THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11.6. Your Applications are Your Responsibility. In addition to the foregoing, we specifically disclaim all liability, and you shall be solely responsible for the development, operation, and maintenance of your Application (including any Bundled Application) and for all materials that appear on or within your Application and you agree that you shall, without limitation, be solely responsible for:

11.6.1. the technical operation of your Application and all related equipment;

11.6.2. the accuracy and appropriateness of any materials posted on or within your Application (including, among other things, any product-related materials);

11.6.3. ensuring that any materials posted on your site or within your Application are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;

11.6.4. ensuring that your Application accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers;

11.6.5. any of your users’ or customers’ claims relating to your Application or any Services utilized in connection with your Application; and

11.6.6. your election to utilize AMIs, sample code and libraries that may be made available on the AWS Website, many of which may be provided by third parties and many of which we have not tested or screened in any way.

11.7. Links. The AWS Website and/or the Services may contain links to websites that are not under our control (“Third Party Sites”). We are not responsible for the contents or functionality of any Third Party Sites or any website that can be accessed via links on any Third Party Site. We provide these links to you as a convenience and the inclusion of any such links does not constitute or imply our endorsement or validation of any Third Party Site.

11.8. Limitations of Liability. NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Indemnification

12.1. General. You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) your use of the Services and/or Amazon Properties in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, AUPs, and/or applicable law, (ii) your Application, Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your Application and/or Your Content, (iii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iv) you or your employees’ or personnel’s negligence or willful misconduct.

12.2. Notification. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.

13. US Government License Rights and Export Controls

13.1. U.S. Government License Rights. All Services provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under this Agreement.

13.2. Export Compliance and Restrictions. You shall, in connection with your use of the Services or the Amazon Properties, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the Services or Amazon Properties.

14. Disputes

14.1. Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Amazon’s or any third party’s intellectual property and/or proprietary rights. Any dispute relating in any way to your visit to the AWS Website or to products or services sold or distributed by AWS or its affiliates in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in King County, Washington, and you consent to exclusive jurisdiction and venue in such courts. You further acknowledge that our rights in the Amazon Properties are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

14.2. Governing Law. By using the Services, you agree that the laws of the State of Washington, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.

15. Notices

15.1. To You. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of amended Agreements, AUPs, updated fees, etc.) will be posted on the AWS Website. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

15.2. To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement or the Services, you may contact Amazon as follows:

aws@amazon.com

and/or

Amazon Web Services LLC
1200 12th Avenue South
Seattle, WA 98144-2734

15.3. Language. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

16. Miscellaneous Provisions

16.1. Third Party Activities. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

16.2. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

16.3. Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

16.4. Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

16.5. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the AWS Website, including all Additional Policies, and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

16.6. No Endorsement. You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of your Applications or Your Content.

16.7. Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).