Effective Date: 25th September 2025
Parties:

• Niche Brand Services Private Limited (“Provider” or “Niche”)

• Developer / Integrator (“Developer” or “you”)

This Developer Agreement (“Agreement”) governs your access to, and use of, the Amazon Services APIs (including any successor APIs, tools, SDKs, documentation, and other Amazon‑provided materials) (collectively, the “API Materials”) made available by Niche for integration, automation, and service provision.

By registering, integrating, or using the API Materials, you accept and agree to be bound by this Agreement, the Data Protection / Privacy provisions set forth herein (or as attached), and any Acceptable Use or other policies referenced herein.

1. Definitions

• API / Amazon Services API: The application programming interfaces and related interfaces, endpoints, tools, and services that allow programmatic access to Amazon marketplace / e-commerce / fulfillment / shipping / order / inventory or related functionality that Niche (or Amazon via Niche) provides.

• API Materials: The APIs, SDKs, developer tools, documentation, specifications, sample code, and other materials provided by Niche (or Amazon) to facilitate use of the APIs.

• Data / Amazon Data: Any data, information, or content (including but not limited to orders, inventory, customer / buyer information, financials, reports, logs) made available through the API.

• Your Application: The software, application, module, integration, or service you build or run to access or consume the APIs.

• End Users: The ultimate users whose data, accounts, or business operations are accessed or manipulated through your Application (for example, sellers, vendors, customers).

• Confidential Information: All non-public information disclosed by either party that is marked as confidential or that reasonably should be understood as confidential.

2. License & Access

1. Grant
   Subject to your compliance with this Agreement, Niche grants you a non‑exclusive, non-transferable, revocable right to access and use the API Materials solely for the purposes of building, operating, and maintaining your Application and enabling services for your End Users (consistent with the scope of access you have been authorized for).

2. Restrictions
   You agree that you will not:

   • use the APIs for any purpose not expressly permitted by this Agreement or by applicable policy;

   • sublicense, resell, redistribute, or grant access to others except as expressly permitted;

   • reverse engineer, decompile, disassemble, or derive source code from the API Materials except as explicitly allowed by law;

   • modify API Materials, or use them to create derivative works, except to enable integration in your Application;

   • interfere with or disrupt the API availability, performance, or security (e.g. through denial-of-service, flooding, or resource exhaustion attacks);

   • circumvent any usage limits, quotas, throttling, or other protective controls put in place by Niche;

   • use the APIs in violation of any law, regulation, Amazon’s policies (if applicable), or third‑party rights.

3. API Key / Credentials
   You must safeguard your API keys, credentials, tokens, and secrets. You will not share them with others, embed them insecurely, or permit unauthorized use. You must immediately notify Niche of any suspected compromise or unauthorized use.

3. Developer Obligations & Representations

You represent and warrant that:

• You have full authority to enter into this Agreement and perform your obligations under it.

• You will comply with all laws, regulations, and third-party rights (including data privacy laws, consumer protection laws, export controls, intellectual property laws).

• You have obtained all consents, authorizations, and rights required to access, store, process, transfer, and use any data (including personal data) involved in your usage of the APIs.

• Your Application will operate fairly, securely, and without harming Niche, the APIs, Amazon (if applicable), or any third parties.

• You shall implement and maintain reasonable security measures, safeguards, and industry best practices to (a) protect the confidentiality, integrity, and availability of data; (b) prevent unauthorized access, disclosure, alteration, loss or misuse of data; and (c) mitigate known vulnerabilities, patch systems, and monitor for intrusions.

• You will maintain documentation, logs, and audit capabilities to help diagnose problems and support investigations by Niche or auditors.

• If requested by Niche, you will allow audits or inspections of your systems, security practices, and logs (under reasonable advance notice or under confidentiality constraints).

• In case of a security breach, data leak, or other incident, you will promptly notify Niche, cooperate in investigations, provide remediation, and take required corrective action.

• You will not publicly disparage Niche, the APIs, or their operations; and you will identify any marketing, documentation or public statements referencing APIs with such attribution or branding as required by Niche.

4. Data Protection and Privacy

1. Data Handling
   You shall comply with all applicable data protection, privacy, and security laws (for example GDPR, CCPA, or relevant jurisdictional rules). You shall process any personal data only as permitted (e.g., under consent or necessity) and only for the purposes authorized.

2. Limits on Use
   You may only use, store, and transmit data obtained via the APIs consistent with the purpose for which access was granted. You shall not combine or overlay data in ways that violate privacy or contractual obligations.

3. Data Minimization & Retention
   You must minimize the personal data you collect and retain. You shall not retain data longer than necessary and must securely delete or anonymize data when it is no longer needed or upon Niche’s request.

4. Cross-Border Transfers
   If data is transferred across borders, you must comply with any legal or regulatory restrictions; ensure appropriate safeguards (e.g. standard contractual clauses, data localization, encryption) are in place.

5. Incident Notification
   Upon detection of a data breach or unauthorized access involving Amazon / customer / user data, you must promptly (within specified timeframe, e.g. 72 hours or less) notify Niche and provide reasonable assistance for investigation, mitigation, and regulatory compliance.

5. Usage Limits, Quotas & Performance

• Niche may impose usage limits, quotas, rate‑limits, throttling, or other technical constraints on API access. You agree to abide by them and manage your Application accordingly.

• Niche reserves the right to modify these quotas or limits, temporarily suspend or restrict access, or block usage if your Application is adversely affecting system performance or violating policy.

• You should design your Application to handle rate-limiting, backoff, retries, and graceful degradation.

6. Term, Termination & Suspension

1. Term
   This Agreement remains in effect from the date you accept it until terminated by either party.

2. Termination by You
   You may terminate this Agreement at any time by ceasing use of the APIs and returning or destroying all API Materials and confidential information.

3. Termination / Suspension by Niche
   Niche may suspend or terminate your access (immediately or after notice) if:

   • You breach any term of this Agreement (including policies or privacy obligations);

   • Your use poses security, performance, or reputational risk;

   • You fail to remedy a breach within a reasonable cure period (if allowed);

   • Niche is required by law or a third party (e.g. Amazon) to terminate access;

   • For convenience, upon advance notice (e.g. 30 days) per Niche’s discretion.

4. Effect of Termination
   Upon termination or suspension:

   • You must cease all access to and use of the APIs and API Materials.

   • You must delete or return all API Materials, data, and confidential information (unless legally required to retain some portion).

   • You remain liable for obligations that by their nature survive (e.g. confidentiality, indemnification, liability, audit rights, data delete obligations, payment obligations).

   • Niche may retain the right to access or store aggregated or anonymized usage statistics, logs, or metrics.

7. Fees, Payments & Royalties (if applicable)

• If Niche charges for API access, usage, or features, you will pay such fees as agreed (e.g. subscription, per‑call, volume, or tiered models).

• Payments are due in the form and within the timeline specified by Niche. Late payments may attract interest or suspension of access.

• Unless stated otherwise, fees are exclusive of taxes; you are responsible for applicable taxes.

• Niche may reserve the right to withhold amounts due to offset unpaid balances or liabilities.

8. Warranties & Disclaimers

• Disclaimer: The API Materials, services, and data are provided “as is” and “as available,” without warranties of any kind (express, implied, statutory). Niche disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, or that operations will be uninterrupted, error-free, or secure.

• Limitation: Niche’s liability in any case (contract, tort, or otherwise) is limited to the amounts you have paid (if any) over the prior 12 months or a nominal amount (e.g. USD 10,000), whichever is lower.

• Niche is not liable for indirect, incidental, consequential, special, punitive, or data-loss damages, or lost profits, even if advised of their possibility.

• You are responsible for your Application, your use of the APIs, and any claims arising from your integration or business practices.

9. Indemnification

You agree to indemnify, defend, and hold harmless Niche, its officers, directors, employees, agents, and affiliates from any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your breach of this Agreement or any policy, representation, or warranty herein;

• Your misuse of the APIs or data (including violation of laws or third‑party rights);

• Any claim by an End User, third party, or regulator related to your Application, your access, or your services.

10. Confidentiality

• Each party agrees to maintain the confidentiality of the other’s Confidential Information and not to disclose it except to employees, contractors, or advisors who need access to perform obligations, and who are bound by confidentiality obligations.

• Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, or is independently developed without use of the disclosing party’s proprietary information.

11. Publicity, Branding & Attribution

• You may use Niche’s name, logo, or branding in marketing, documentation, or presentations to the extent permitted by the then-current branding guidelines (if any).

• Any public statements or marketing claims must not misrepresent the nature of the API, your permissions, or association with Niche.

• You shall not imply endorsement by Niche or Amazon (if applicable) beyond what is expressly authorized.

12. Modifications & Updates

• Niche may modify or update this Agreement, API Materials, technical specifications, usage policies, or pricing.

• Substantial changes (e.g. increasing fees materially, changing data access in ways adverse to Developer) will be notified in advance (e.g. 30 days’ notice).

• Your continued use after modifications constitutes acceptance of such changes; if you do not accept, you may terminate under the “Termination by You” clause.

13. Governing Law & Dispute Resolution

• This Agreement is governed by the laws of [Insert Jurisdiction, e.g. Delhi, India / Haryana / India law].

• Except where prohibited, disputes must be resolved via [arbitration / courts] in [Insert Venue].

• Each party consents to exclusive jurisdiction in that venue.

• (Optional) Injunctive relief may be sought by Niche to prevent or restrain breaches, particularly with respect to misuse of confidential information or data.

14. General Provisions

• Assignment: You may not assign or transfer this Agreement (in whole or part) without Niche’s prior written consent; Niche may assign to affiliates or successors.

• Relationship: The parties are independent contractors; nothing herein creates a partnership, joint venture, or agency.

• Severability: If any provision is held invalid, the remainder survives in full force.

• Waiver: A waiver of any right must be in writing and does not constitute a waiver of any other rights or subsequent breach.

• Notices: Notices must be given in writing (email or physical address) per contact details provided.

• Entire Agreement: This Agreement together with any referenced schedules, policies (e.g. Acceptable Use, Data Protection) constitute the entire agreement, superseding prior agreements or understandings regarding API access.

15. Schedules / Appendices (Optional / As Needed)

You may add or link the following to make this agreement more specific:

• Schedule A: API Scope & Permissions — listing which API endpoints, data domains, operations (read, write, delete) the Developer is authorized for.

• Schedule B: Pricing & Quotas — tiered limits, rate limits, usage thresholds, overage charges, etc.

• Schedule C: Data Protection, Privacy & Security Addendum — further technical, organizational, contractual security obligations, encryption, key management, breach handling, etc.

• Schedule D: Acceptable Use / Prohibited Use Policy — more granular rules about misuse, misuse of data, abusive patterns, unacceptable traffic, etc.

• Schedule E: Audit / Reporting / Compliance — how audits are conducted, reporting obligations, logs, metrics, etc.