AWS Marketplace: IMDb CONTENT LICENSE AGREEMENT Welcome to the IMDb Content Subscription Service on The AWS Data Exchange (the "Service"). This Agreement contains the terms and conditions that govern your access to and use of IMDb Licensed Content (the Licensed Content) through the AWS Data Exchange (the "Service"). This Agreement incorporates these terms and conditions as amended from time to time, and any terms and conditions required to access the Service as provided to you by IMDb. 1. IMDb Licensed Content. a. Limited Content License. During the Term, we grant you a limited, nonexclusive, nontransferable, nonsublicensable, license to use the Licensed Content for internal analysis and/or in customer facing applications, sites, and services subject to the terms of this Agreement. You may not alter or create derivative works from the content in any customer facing uses of the Licensed Content. Content Refresh. You will make a call to the Service to retrieve the most up-to-date version of the Licensed Content at least once every 10 days, and you will only use the most up-to-date version of the Licensed Content after you retrieve it. This license covers the named entity to this Agreement only and shall not extend to affiliates and subsidiaries. c. Content Removal. If we reasonably believe that a particular item or set of the Licensed Content poses a risk (e.g., a third party alleges a violation of their rights with respect to a particular item of the Licensed Content), then upon notice from us, you will remove any item or set of the Licensed Content that we identify to you ("Identified Content") within 24 hours of our sending you the notice. Upon your removal of the Identified Content, your license to the Identified Content will expire. d. Content Attribution. For any public display of the Licensed Content, and Subject to the IMDb Trademark Usage Guidelines set forth in Exhibit A, you will display the IMDb logo with the lead-in text "Powered by [IMDb logo]" on Your Content Use in close proximity to wherever you display the Licensed Content each time you display the Licensed Content and in at least the same-sized font used to display the Licensed Content. Additionally, to the extent applicable to Your Content Use, if Your Content Use is in a media that is capable of hyper linking (e.g., a Web site or an app that can launch a Web browser), then you will make the "Powered by [IMDb logo]" text and logo link to the applicable title, name or company page on https://www.imdb.com. Further, you agree to append a "refmarker" to IMDb’s URL so that IMDb may more easily identify the source of its traffic, e.g., https://www.imdb.com/title/tt0050083/?ref_=ext_(TO BE SUPPLIED BY IMDb). IMDb agrees that you may also add rel=nofollow HTML tags to our URLs, e.g., . e. You may use your authorized third-party contractors to assist in the testing and retrieval of the Licensed Content if: (1) You have identified the contractors to IMDb; (2) the contractors have been advised of your confidentiality obligations under this Agreement and have been directed to treat Confidential Information in accordance with the terms of this Agreement; and (3) You ensure that the contractors comply with the terms of this Agreement. You are responsible and liable to IMDb for your contractors compliance with this Agreement. 2. Reservation of Rights; Feedback. a. Reservation of Rights. We reserve all of our rights not expressly granted under this Agreement and we do not grant any other licenses or rights by implication, estoppel, or otherwise. Other than your use of Licensed Content as permitted under this Agreement, any use of Licensed Content must first be approved by us in a writing signed by both parties and which includes the terms and conditions (including pricing) upon which the use is granted. Except to the extent expressly permitted under this Agreement, you will have no right to (and will not permit any third party to) use, perform, display, modify, reproduce, distribute, license, sublicense, rent, sell, lease, give, grant any security interest in, otherwise dispose of or exploit, all or any portion of Licensed Content by any means now known or later discovered. b. Feedback. We will own all right, title, and interest in and to any suggestions for improvements to the Service and Licensed Content (collectively, "Feedback"), even if you designate the Feedback as confidential, and we may use the Feedback without restriction. You irrevocably assign all right, title and interest in and to the Feedback to us, and you will provide us with any necessary assistance to document, perfect, and maintain our rights to the Feedback. 3. Publicity. a. You may orally inform your current and prospective customers and your other business partners of your right to use Licensed Content. However, you may not issue a press release or any other form of publicity with respect to us, the Licensed Content, the Service, or this Agreement without our prior written consent, which we may grant or withhold in our sole discretion. Notwithstanding the foregoing, IMDb may issue a joint press release announcing You as a licensee of Licensed Content and/or the otherwise discuss your relationship to IMDb. b. You grant to IMDb a perpetual, worldwide, non-exclusive license to display and publish Your trademarks and logo (collectively, your Marks) as provided by you under this Agreement for use in IMDb marketing and promotional material, including but not limited to, press releases, digital advertising campaigns, commercial presentations, newsletters, and other marketing materials. c. Testimonials. You will provide a minimum of two (2) testimonials regarding the service and/or products offered by IMDb during the Term. Content of the testimonials will be mutually agreed upon by the parties. As between IMDb and you, IMDb will own all right, title, and interest in the testimonials. d. Case Studies. IMDb may present You with a draft case study for your approval related to your use of the Licensed Content. IMDb may publish said case study upon receipt of your written approval (email is sufficient), which shall not be unreasonably withheld or delayed. 4. Your Content Use. You may display, use, perform, publish, reproduce, distribute, and transmit Licensed Content on Your Site and Your User Apps. Your rights granted herein do not include the right to (i) use the Licensed Content for the purpose of creating a product or service that mimics or contains similar functionality to any IMDb-operated website, service, or mobile app, or (ii) to use IMDbs systems or Licensed Content to build, develop, distribute or otherwise provide a service or system to provide a content license to the Licensed Content to third-parties. 5. Effect of Termination. Upon termination of the license, you will remove all Licensed Content received prior to termination from within your services and systems. 6. Confidentiality. The parties will comply with the terms of any nondisclosure agreement between IMDb and You (NDA). If no such agreement exists, You and your representatives (a) will protect and keep confidential the existence of this Agreement, its terms and conditions and any other information obtained from IMDb in connection with this Agreement or related to the Agreement that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including all information relating to IMDb’s technology, customers, business plans, marketing activities, and finances), (b) will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling your obligations under this Agreement, and (c) will return all such information to IMDb promptly upon the termination of this Agreement. All such information will remain IMDb’s exclusive property, and You will have no rights to use such information except as expressly provided herein. 7. Limitation of Liability. In no event will (a) IMDb be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement, however caused and regardless of theory of liability and (b) IMDbs liability for direct damages under this Agreement exceed the amount of fees paid under this Agreement for the twelve-month period preceding the claim. 8. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that IMDb may assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. 9. Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, labor shortage or dispute, and governmental action, which are beyond its reasonable control; provided that the delayed Party: (a) gives the other Party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance. The delayed Party’s time for performance or cure under this Section will be extended for a period equal to the duration of the cause or sixty (60) days, whichever is less. 10. Applicable Law. This Agreement is governed by the substantive Laws of the state of Washington, excluding its conflicts of law provisions. Any dispute arising under, in connection with, or incident to this Agreement or about its interpretation will be resolved exclusively in the state or federal courts located in King County, Washington. You irrevocably submit to those courts venue and jurisdiction. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. A final judgment in any such suit or action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. EXHIBIT A IMDb Trademark Usage Guidelines These Guidelines apply to your use of Our Marks in materials that have been approved in advance by IMDb.com, Inc. Strict compliance with these Guidelines is required at all times, and any use of Our Marks in violation of these Guidelines will automatically terminate any license related to your use of Our Marks. 1. You may use Our Marks solely for the purpose expressly authorized by us and your use must: (i) comply with the most up-to-date version of all agreement(s) with us regarding your use of any of Our Marks (collectively "Agreements"); (ii) comply with the most up-to-date version of these Guidelines; and (iii) comply with any other terms, conditions, or policies that we may issue from time to time that apply to the use of Our Marks. 2. Approved images of Our Marks are set forth at https://brand.imdb.com/. You may not alter Our Mark in any manner, including but not limited to, changing the proportion, color, or font of Our Mark, or adding or removing any element(s) from Our Mark. 3. You may not use Our Mark in any manner that implies sponsorship or endorsement by us other than by using Our Mark as specifically authorized under the Agreements. 4. You may not use Our Mark(s) to disparage us, our products or services, or in a manner which, in our sole discretion, may diminish or otherwise damage or tarnish our goodwill in Our Marks. 5. Our Mark must appear by itself, with reasonable spacing between each side of Our Mark and other visual, graphic or textual elements. Under no circumstance should Our Mark be placed on any background which interferes with the readability or display of Our Mark. 6. You must include the following statement in any materials that display Our Mark: "IMDb, IMDb.com, and the IMDb logo are trademarks of IMDb.com, Inc. or its affiliates." 7. You acknowledge that all rights to Our Marks are our exclusive property, and all goodwill generated through your use of Our Mark will inure to our benefit. You will not take any action that is in conflict with our rights in, or ownership of, Our Marks. We reserve the right, exercisable at our sole discretion, to modify these Guidelines or the approved versions of Our Marks any time and to take appropriate action against any use without permission or any use that does not conform to these Guidelines. If you have questions about these Guidelines, please contact trademarks@amazon.com for assistance, or write to us at: IMDb.com, Inc., Attention: Trademarks, PO Box 81226 Seattle, WA 98108-1226