7.1. You may use Amazon DevPay to: (a) sell to end users (“DevPay Customers”) use of Your Content that you develop and make available with the Services (the “Bundled Application”), including machine images that you develop; (b) establish accounts for DevPay Customers that use the Bundled Application (“DevPay Customer Accounts”

); (c) manage features of DevPay Customer Accounts; and (d) receive payments from DevPay Customers for purchasing Bundled Applications (your “DevPay Transactions”).

7.2. You will establish the pricing applicable to DevPay 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 DevPay Customers for your Bundled Applications through the DevPay Service (as further described in Section 7.6 below) must constitute the full and complete fees you charge DevPay 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.

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 the 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 the 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 the Agreement for any reason, all access by DevPay Customers with respect to your Bundled Applications may be terminated by us.

7.4. Payment Terms.

a. Processing of DevPay Transactions; Collection of DevPay Transaction Proceeds. You hereby appoint us as your payment processing agent for the limited purpose of processing payments, refunds, and adjustments for your DevPay Transactions, We will process all payments refunds, and adjustments for DevPay Transactions and collect the applicable gross sales proceeds received by us from any DevPay Transaction (“DevPay Transaction Proceeds”) on your behalf. We do not guarantee payment on behalf of any DevPay Customers. We may withhold for investigation, or refuse to process, any of your DevPay Transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of the Agreement or these Service Terms.

When a DevPay Customer concludes a DevPay Transaction, you authorize us to commit the DevPay Customer’s payment less any applicable fees or other amounts we may collect under these terms (“Net Transaction Proceeds”) to you. You agree that DevPay Customers satisfy their obligations to you for your DevPay Transactions when we receive the DevPay Transaction Proceeds. We will remit Net Transaction Proceeds to you in accordance with the Agreement and these Service Terms.

b. Remittance of Net Transaction Proceeds to You. Once a month, we will pay to you all previously unpaid Net Transaction Proceeds that we have collected as of the date that is 2 business days prior to the date of payment, except that we may withhold payments to you until you have properly set up your bank account in accordance with instructions you receive from us. We will deduct from each Transaction Proceed any processing fee described on the DevPay detail page on the AWS Site. We may also withhold, deduct, or setoff any amounts payable by you to us or our affiliates against any DevPay Transaction Proceeds. All payments to you will be sent through the Automated Clearing House (ACH) system to your designated U.S. bank account. If there is an error in the processing of any DevPay Transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from future DevPay Transaction Proceeds.

c. DevPay Taxes. You are responsible for the calculation, invoicing (if required), validation and payment of any and all sales, use, excise, import, export, value-added, withholding and other taxes and duties assessed, incurred or required to be collected (“DevPay Taxes”) or paid for any reason in connection with any DevPay Transaction and with your Bundled Applications. We are not obliged to determine whether any DevPay Taxes apply to any DevPay Transaction or your Bundled Applications, and we are not responsible for remitting DevPay Taxes to any taxing authority with respect to any DevPay Transaction or your Bundled Applications, or for reporting any information (including the payment of DevPay Taxes) with respect to any DevPay Transaction or your Bundled Applications. Notwithstanding the foregoing, when we are legally obligated by a valid taxing authority, we will collect DevPay Taxes, and we will provide DevPay Customers with a compliant tax invoice where we are required to do so.

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

• AWS’s inability to charge a DevPay Customer’s credit card for the DevPay Transaction Proceeds, or
• A transaction is reversed as a result of a chargeback because the transaction was not authorized or was otherwise fraudulent.
  In addition, in the applicable month, the DevPay Transaction Proceeds charged must exceed the Service Fees. In the event of such a payment failure, we may recover or otherwise set off any DevPay Transaction Proceeds from you that we collected in the month to the extent they do not exceed the Service Fees. In the event that either you or AWS is subsequently able to collect the DevPay Transaction Proceeds, you will pay to AWS the corresponding Service Fees as provided in the Agreement

e. Cancellations and Refunds. You will post your cancellation and refund policy in the Subscription Information, defined below, for your Bundled Applications. At a minimum, this cancellation and refund policy must: (a) allow DevPay Customers who subscribe to your Bundled Applications through a DevPay Transaction to cancel on-going subscriptions for your Bundled Applications through the DevPay detail page on the AWS Site; and (b) comply with these Service Terms. You will accept and process cancellations of, and provide refunds and adjustments for, your Bundled Applications in accordance with the cancellation and refund policy posted at the time of the applicable DevPay Transaction. You will route all DevPay Transaction refund (and adjustment) payments through us. We will credit the applicable account, and you will reimburse us for all amounts so refunded.

7.5. Except as set forth in Section 7.4 above, you are fully liable for all charges incurred for Services under your account identifiers or those assigned to your DevPay Customers for your Bundled Applications. All Services will be charged at the then current price applicable to such Services under the Agreement. Payments will be processed by AWS and are subject to the terms set forth in the Agreement and these Service Terms, including your liability for chargebacks.

7.6. We will host and make available to DevPay Customers a customer interface (“Customer UI”) permitting (a) the display to DevPay Customers of certain pricing, terms and conditions and other information you provide to us regarding your Bundled Applications (“Subscription Information”) and (b) DevPay 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.

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: (a) full, accurate and complete, (b) not misleading; and (c) 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.

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

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

7.10. You acknowledge and agree that we may take any of the corrective action regarding DevPay Customer Accounts to the extent we deem necessary or appropriate, in our sole discretion, to (a) comply with law, (b) enforce or apply the Agreement, and these Service Terms, or other agreements or policies applicable to the Services or DevPay Service, or (3) protect the rights, property or safety of our business, a DevPay Customer, or any third party. Corrective action may include (i) suspending, canceling or closing of DevPay Customer Accounts; (ii) re-establishment of DevPay Customer Accounts; and (iii) waiving or refunding of fees on DevPay 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 DevPay Customer Accounts. These actions may include, without limitation, reimbursing us for DevPay Customer refunds we issue, discontinuing provision of services on DevPay Customer Accounts we cancel, and re-establishment of services on DevPay Customer Accounts we re-establish. Should you ask us to close a DevPay Customer Account by using a method we have provided for that purpose, we will endeavor to close the DevPay 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 DevPay Customer Account at your direction, including, without limitation, any closure of a DevPay Customer Account.

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.