Prime Video Direct and Video Central Program Site Terms of Use

Welcome to the terms of use for the Prime Video Direct Program Site and Video Central Program Site (collectively, the "Program Sites"). Amazon.com Services LLC and/or its affiliates ("Amazon" or "us") provide the Program Sites to you (if using or registering as an individual) or the entity you represent (if using or registering as a business) ("you") subject to the following terms of use ("Terms of Use"). Please read these Terms of Use carefully, together with all other rules and policies related to the Program Site you are accessing together with the Amazon Advertising Agreement, Amazon.com Conditions of Use, the Prime Preferred Vendor Program Conditions, the Non-Disclosure Agreement Site and the Amazon.com Privacy Notice and all other rules and policies related to the Program Sites you are accessing (collectively, the "Affiliated Rules and Policies"). By visiting a Program Site or registering as a user of a Program Site, you accept these Terms of Use and the Affiliated Rules and Policies and represent that you have the authority to bind yourself or the company you represent to the Terms of Use and the Affiliated Rules and Policies.

No Unauthorized, Unlawful or Harmful Use of the Program Sites

Each Program Site is only for your use or the use of those authorized by you to access the Program Sites on your behalf and you are only authorized to use it in connection with Prime Video Direct or Video Central, as determined by your account status. Amazon grants you a limited, revocable license to access and use each Program Site in the course of participating in Prime Video Direct or Video Central. You may not use the Program Sites for any other commercial or non-commercial purposes or in any way that:

1. Is unlawful or harms Amazon, its customers, suppliers or other parties, as determined in Amazon's sole discretion.
2. Breaches any Affiliated Rules and Policies.
3. Could damage, disable, overburden, or impair the Program Sites (or any network(s) connected to the Program Sites) or interfere with any other party's use of the Program Sites.
4. Attempts to reverse engineer anything on the Program Sites.

Your Account; Changes to Account Settings; User Permissions

By using the Program Sites, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate user names and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any user name you grant access to your account. You will ensure that all users granted access to your account comply with these Terms of Use, together with all other rules and policies related to the Program Sites in use. If you make changes to your settings or user permissions within Program Sites, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.

Use of Amazon Marks

Amazon may grant you, at Amazon's express and sole discretion, a nonexclusive, worldwide, royalty-free, revocable license to use certain service marks, logos, or other commercial symbols found on the Program Sites related to the Prime Fulfillment Vendor Program ("Amazon Marks"). You will not use any Amazon Marks except as set forth in these Terms of Use, Amazon's Trademark Guidelines (available at www.amazon.com/tmguidelines) and the applicable Program Sites. Before using Amazon's name or Amazon Marks on any materials, you will send such materials to Amazon for Amazon's prior written approval. Amazon reserves all rights to the Amazon Marks, its copyrights, patents and other intellectual property rights and, except as expressly described in this Section, no rights to Amazon Marks or Amazon's copyrights, patent or other intellectual property rights are transferred or licensed pursuant to these Terms of Use. Upon conclusion of your license to use Amazon Marks, you will cease the use of any materials bearing, or otherwise derived from, Amazon Marks as soon as practicable, but in no case more than 45 calendar days.

Changes to these Terms of Use and the Program Sites

We may in our discretion make change to these Terms of Use without notice to you. You are responsible for reviewing the revised Terms of Use and/or any applicable postings. CONTINUED USE OF PROGRAM SITES OR PARTICIPATION IN THE PROGRAM AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Program Sites or delete any features or functionality, or any aspect of the services, in any way at any time for any reason.

Materials You Post or Provide; Monitoring

For information and materials you post or otherwise provide to Amazon via Program Sites that are not subject to the terms of a license agreement with Amazon (a "Submission"), you grant Amazon and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission in connection with the Program Sites and Prime Video Direct or Video Central, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Amazon may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.

You acknowledge that we will communicate with you primarily via email or by posting notices on the Program Sites. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, Amazon may monitor all activity you make in connection with the Program Sites and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Amazon or any third party. You consent to us sending you emails relating to Prime Video Direct, Video Central and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through another Amazon web site. You may opt out of these communications at any time.

No Warranties

AMAZON PROVIDES PROGRAM SITES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." YOU EXPRESSLY AGREE THAT USE OF THE PROGRAM SITES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMAZON MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PROGRAM SITES OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE PROGRAM SITES AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PROGRAM SITES WILL BE UNINTERRUPTED OR ERROR-FREE. AMAZON DOES NOT WARRANT THAT THE PROGRAM SITES, THEIR SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL AMAZON BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF A PROGRAM SITE, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT AMAZON IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF PROGRAM SITES; (4) ANY INCOMPATIBILITY BETWEEN PROGRAM SITES, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH PROGRAM SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You release us and will indemnify, defend and hold harmless Amazon and its affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any Submission (together, "Claims"). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.

Termination; Access Restriction

Amazon may terminate these Terms of Use, or limit, terminate, or suspend your access to the Program Sites at any time with or without cause. Upon any termination or suspension of your right to use the Program Sites, your access will cease immediately, and you will not be able to retrieve any information related to your account. All provisions that reasonably may be construed as surviving these Terms of Use will survive the expiration or termination of these Terms of Use.

Trade Compliance

In connection with these Terms of Use, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs administered by the Office of Foreign Assets Control.

Third Party Disclaimer

Amazon may reference, enable you to access, or provide links to third-party services (including on the Program Sites). These third-party services are provided for your convenience only and. Your access and use of any third-party service is at your own risk and Amazon disclaims all responsibility and liability for your use of any third-party service. Third-party services are not governed by these Terms of Use or Amazon's Privacy Policy. Your use of any third-party service, including those linked from the Program Sites, is subject to that third-party service's own terms of use and privacy policies (if any).

Disputes

Any dispute or claim relating in any way to your use of any Program Sites will be adjudicated in the state or federal courts in King County, Washington, and you consent to exclusive jurisdiction and venue in these courts. We each waive any right to a jury trial.

Applicable Law

By using any Amazon Service, you agree that applicable federal law, and the laws of the state of Washington, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Amazon.

Interpreting the Terms; Assignment

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. Amazon may assign these Terms of Use, in whole or in part, at any time without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Program Sites. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.