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Last updated December 1, 2017

AVS Development Kit Schedule to Program Materials License Agreement

  1. Definitions

  2. Alexa-enabled Device” means any hardware device or component part or subassemblies (together with any software used or incorporated therein) that is thereof developed or manufactured for use in or with products that enable end users to access the Alexa Voice Service. Any access to the Alexa Voice Service must be solely in accordance with the AVS Terms.

    Alexa Voice Service” means Amazon’s proprietary, cloud-based voice service referred to as “Alexa,” “Alexa Voice Service,” or “AVS”. Access to and use of the Alexa Voice Service is subject to the AVS Terms and is not provided under this Agreement.

    AVS Terms” means Amazon’s then-current Alexa Voice Service Agreement governing the use of the Alexa Voice Service Program, as may be modified by Amazon from time to time.

    Program Materials” as used in this Schedule means any Equipment or Software that Amazon makes available to you in connection with the evaluation and testing of any Alexa-enabled Device or otherwise in connection with any development kit for any Alexa-enabled Device.

  3. Non-commercial License

  4. The license granted in Section 2 of the License Agreement with respect to any Program Materials provided under this Schedule shall be limited solely to your internal evaluation and testing to determine suitability for use in the development of Alexa-enabled Devices (the “Purpose”). You may not sell, distribute or otherwise commercialize any products or services incorporating, based on, or developed using any of the Program Materials without first obtaining a separate commercial license for such use from Amazon.

  5. Use Restrictions

  6. You will not, and will not permit, assist, or authorize third parties to: (a) use the Program Materials or any devices based thereon to enable access to, or use of, any voice service, assistant or interface other than the Alexa Voice Service (“Non-Amazon Voice Service”) or for any development or benchmarking relating to any Non-Amazon Voice Service; (b) use the Program Materials to sell, distribute or otherwise commercialize any products or services without first obtaining a separate commercial license for such use from Amazon; or (c) use the Program Materials to prepare or prosecute any patent application, support an allegation of patent infringement, or otherwise bring any action or challenge adverse to Amazon or its affiliates. If you or your affiliates seek or obtain any patents or patent applications for any invention that is based on, derived from, or developed with reference to any Program Materials, you and your affiliates hereby grant to Amazon and its affiliates a worldwide, non-exclusive, royalty-free, paid up, perpetual license to exercise and sublicense all rights under such patents and patent applications without restriction.

  7. Additional Confidentiality Restrictions

  8. The Program Materials under this Schedule are considered Restricted Program Materials and are subject to the confidentiality obligations set forth in the Restricted Program Materials Schedule. The Program Materials must be kept in a physically secured location. You must store all digital instances of Software not embedded in Equipment in password-protected, encrypted servers or hard drives to which only Authorized Personnel (as defined in Section 5) have access.

  9. Your Personnel

  10. You will (a) restrict access to the Program Materials only to your personnel who have a need to access the materials in connection with the Purpose and who have entered into written confidentiality obligations at least as protective as those set forth herein; and (b) will provide Amazon within 5 days of such request an list of your personnel who have accessed or received information about the Program Materials (collectively, “Authorized Personnel”). You will not provide Program Materials to third parties (including systems integrators and original design manufacturers) without receiving prior written approval from Amazon. If such permission is granted, “personnel” under this Agreement will include employees of such third party and the restrictions in this Section will also apply to such employees. Amazon may rescind such permission for any reason by providing notice to you.

  11. Your Devices

  12. You shall be solely responsible for any Alexa-enabled Devices that you or your affiliates choose to develop or manufacture, including independently obtaining any third party software or licenses that may be required for such devices at your own expense and shall defend, indemnify and hold harmless Amazon and its affiliates from and against any claim, cost, loss, damage or liability relating to the foregoing or otherwise with respect to any such Alexa-enabled Devices.

  13. Entities Providing Equipment; Return of Equipment

  14. Equipment will be provided by ADS, AMEU or any other entity Amazon may designate. If you return the Equipment or any Program Materials under this Schedule, such items will be delivered DDP (Incoterms 2010), Amazon’s designated place of business.

  15. Termination

  16. This Schedule will automatically terminate upon Amazon providing notice to you or termination of the License Agreement, whichever is earlier. Upon termination of this Schedule, (i) all licenses to the Program Materials shall terminate, and (ii) all Confidential Information relating to the Program Materials shall be promptly returned to Amazon (or at our direction destroyed with written confirmation of such destruction). The following provisions of this Schedule shall survive termination: Sections 3 through 8.