AWS PARTNER NETWORK TERMS AND CONDITIONS

These AWS Partner Network Terms and Conditions (these “Terms”) govern your participation in the AWS Partner Network Program (the “Program”) and are an agreement between the AWS Contracting Party (also referred to as “AWS,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). These Terms take effect when you click an “Accept” button or check box presented with these Terms or, if earlier, when you receive or use any Benefits (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 9 for definitions of certain capitalized terms used in these Terms. Nothing in these Terms modifies or supersedes the AWS Customer Agreement.

1.1 Joining the Program. To join the Program, you must submit a complete Program application through the APN Site, agree to the AWS Customer Agreement, and be accepted by AWS into the Program. Acceptance into the Program does not authorize you to resell or sublicense AWS services.

1.2 Program Administration. If you are accepted into the Program, by providing your Program Account Information, you may create a Program account where you can manage your participation in the Program. We may use your Program Account Information to send you information about AWS, the Program, or other information that we think might be of interest to you. We handle your Program Account Information, and any other personal information we receive from your use of the APN Site or otherwise collect during your participation in the Program, in accordance with the AWS Privacy Notice. Except to the extent AWS is at fault, you are responsible for all activities that occur under your Program account.

1.3 Program Fees. We bill Program fees as described on the APN Site. You will pay AWS the Program fees, including applicable taxes or similar fees, in accordance with the AWS Customer Agreement using one of the payment methods we support.  Subject to all applicable laws and Section 4, all Program fees paid to AWS are non-refundable.

1.4 Your Conduct. You will at all times (a) conduct your activities in the Program in a professional and competent manner and, when applicable, in accordance with the AWS Community Codes of Conduct, (b) comply with all applicable laws, rules, and regulations, and orders of any governmental authority, and (c) not engage in any harmful, false, or deceptive acts or practices. 

2.1 Program Benefits.

(a) Generally. As part of the Program, we might invite you to participate in opportunities or provide you with funding or other benefits (collectively, “Benefits”) related to your activities that support usage, promotion, or knowledge of AWS services (collectively, “Projects”). Your participation in the Program, including any Projects, or your receipt of any Benefits, are governed by these Terms.

(b) Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project proposal to AWS, (ii) receive AWS’s approval that you are eligible for such Benefits prior to the Project start date, and (iii) complete the Project in accordance with your Project proposal, in jurisdictions approved by AWS, and in compliance with these Terms. Benefits are provided by us pursuant to these Terms as determined by AWS and subject to your compliance with these Terms and any other agreements between you and AWS, its affiliates, Sinnet or NWCD (as applicable) (e.g., the AWS Customer Agreement). If you receive Benefits for which AWS determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.

(c) Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by AWS. Benefits may not be used by your employees for their personal benefit.

(d) Government Customer Projects. If you accept Benefits in support of a Project relating to an existing or potential business relationship with a Government customer (a “Government Customer Project”), you agree that:

(e) Anti-Bribery. The Amazon Code of Conduct prohibits the paying of bribes to anyone, for any reason. You will not violate or knowingly permit your employees or representatives to violate the foregoing prohibition or any applicable anti-corruption laws, and will immediately notify AWS if you become aware of any investigation, complaint, litigation, or other proceedings against you or your employees or representatives regarding such violations related to any Project.

(f) Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will hold harmless AWS and its affiliates, and each of their respective employees, officers, directors, and representatives from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project except to the extent directly caused by AWS’s acts or omissions.

2.2 Program Content. You might be provided text, images, audio, video, or other content (excluding software) related to the Program (“Program Content”), including a graphic image identifying you as a Program participant (the “Partner Logo”), through the APN Site, third party websites or software, or other means. The AWS Trademark Guidelines apply to your use of the Partner Logo. 

2.3 Third Party Data Provided to You. If AWS or its affiliates provides any Third Party Data to you, you will handle, use, process, and delete such Third Party Data (a) in accordance with applicable data protection laws, (b) only for the purpose for which it is provided, and (c) in accordance with your privacy policy. Subject to applicable law, you will delete any Third Party Data provided by AWS or its affiliates upon request by AWS or its affiliates or the third party.

3.1 Partner Materials. We may list your name, website, and other general contact information on the APN Site. If you provide to us or our affiliates any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (excluding software) (“Your Materials”), then you grant to us and our affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Program. You will ensure you have all rights necessary to grant to AWS and its affiliates the rights described in this Section 3.1. AWS may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials.

3.2 Your Contributions, Submissions, Case Studies, and Software.

(a) Contributions. If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to AWS or its affiliates, then you hereby provide to us and our affiliates an irrevocable, perpetual, transferable, sublicensable, worldwide, paid-up, royalty-free license to use the Contributions.

(b) Submissions. If you provide any code for sample code repositories or AWS Partner Solutions templates (“Submissions”) to AWS or its affiliates, your Submissions will be governed by the terms of the Apache License, Version 2.0, unless you request, and we consent in writing, to another license supported by us or our affiliates.

(c) Case Studies. If you provide any written or recorded case studies or testimonials (“Case Studies”) to AWS or its affiliates, you authorize AWS and our affiliates to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for marketing purposes on websites operated by AWS (including the APN Site), on the AWS video repository on www.YouTube.com, and in commercial presentations.

(d) Software. If you provide any software to AWS or its affiliates through your participation in the Program (“Software”), you hereby grant to us and our affiliates a worldwide, royalty-free, non-exclusive license to install, use, and copy the Software, and any and all documentation made available by you related to the Software (“Documentation”), for purposes of conducting testing, demonstrations, or validations as part of the Program, such as using the Software to determine whether you meet certain Program standards or otherwise qualify for Benefits under the Program, or to help you with your AWS sandbox environments. The foregoing rights may be sublicensed to any third parties as needed to perform services for AWS or its affiliates in furtherance of such testing, demonstration, or validation purposes. AWS and its affiliates will not (i) intentionally remove, alter, or obscure any copyright notice or other notice of proprietary rights present in or on any of the Software or Documentation, or (ii) sell, license, lend, or otherwise transfer the Software to any unaffiliated third party (except as set forth above).

Nothing in these Terms shall be construed to mean that you are required to provide Contributions, Submissions, Case Studies, or Software. You represent and warrant that (x) your Contributions, Submissions, Case Studies, Software, and Documentation do not violate any rights of any third party, and are not subject to any license or other terms that grant any rights to AWS’s or its affiliates’ materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third party.

3.3 Third Party Data and Sales Opportunity Information Provided to AWS. 

(a) Third Party Data. If you provide any Third Party Data to AWS, you represent and warrant that you have received all necessary consents for (a) you to share the Third Party Data with AWS and its affiliates, and (b) AWS and its affiliates to process and use the Third Party Data for the purposes described in the AWS Privacy Notice. As reasonably requested, you will provide evidence of such consent and assist AWS in responding to any inquiry regarding the Third Party Data.

(b) Sales Opportunity Information.  If you provide Sales Opportunity Information to AWS, AWS may use the Sales Opportunity Information for the purpose of marketing and selling AWS products and services in connection with your products and services.  AWS will not use Sales Opportunity Information to compete with your products and services.

4.1 Term. These Terms will commence on the Effective Date and will remain in effect until terminated under this Section 4 (“Term”).

4.2 Termination. Either party can terminate these Terms: (a) for convenience by providing 30 days’ written notice; (b) immediately upon written notice if the other party is in material breach of these Terms and fails to cure within seven days of a written cure notice; or (c) immediately upon written notice in order to comply with the law or requests of governmental entities. AWS may immediately terminate these Terms or your participation in any aspect of the Program (such as a downgrade in Program tier as described on the APN Site) upon written notice to you if your participation in the Program could subject us or our affiliates to material harm. Subject to Section 4.3, if we terminate for convenience, we will provide you with a pro-rata refund of any up-front Program fees.

4.3 Effect of Termination. Upon termination of these Terms (a) you remain responsible for all Program fees incurred up to and including the date of termination, (b) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Materials (as defined in Section 5 below) in your possession, (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner,” and (d) Sections 1.2, 1.3, 2 (except the license granted to you in Section 2.2), 3.1 (except the license granted to AWS), 3.2, 3.3(a), and 4-9 will continue to apply in accordance with their terms.

THE PROGRAM AND THE PROGRAM CONTENT, THIRD PARTY DATA, AND ANY BENEFITS (INCLUDING ACCESS TO AND USE OF PARTNER-ONLY SECTIONS OF THE AWS SITE) OR OTHER MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (III) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

WE AND OUR AFFILIATES WILL NOT  HAVE LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY,  IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR THE PROGRAM. IN ANY CASE, THE AGGREGATE LIABILITY OF AWS AND OUR AFFILIATES  IN CONNECTION WITH THESE TERMS AND THE PROGRAM WILL BE LIMITED TO A REFUND OF THE FEES PAID BY YOU TO US OR OUR AFFILIATES UNDER SECTION 1.3 DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT APPLY TO LOSSES CAUSED BY OUR GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT.

We may, at any time, (a) change or discontinue all or any part of the Program, or (b) modify these Terms by posting a revised version on the APN Site or by otherwise notifying you in accordance with Section 8.11. Modified Terms will become effective upon posting or, if we notify you by email, as stated in the email message. If we modify these Terms in a way that is materially adverse to you (as reasonably determined by AWS), we will give you at least 30 days’ prior notice of the modification by email or a reasonably substitutable alternative means. By continuing to participate in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the APN Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.

8.1 Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 8.1 will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for AWS as a party to these Terms and AWS is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

8.2 Entire Agreement.  These Terms are the entire agreement between you and AWS regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and AWS, whether written or verbal, regarding the subject matter of these Terms. 

8.3 AWS Customer Agreement. Your access and use of AWS services is governed by the AWS Customer Agreement.

8.4 Force Majeure. Neither party nor their affiliates will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond their reasonable control, including acts of god, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, epidemics, or pandemics.

8.5 Governing Law. The Governing Laws, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

8.6 Disputes. Any dispute or claim relating in any way to the Program or these Terms will be adjudicated in the Governing Venues, and you consent to exclusive jurisdiction and venue in the Governing Venues. Notwithstanding the foregoing, either party may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’, or any third party’s intellectual property or other proprietary rights. 

8.7 Trade Compliance. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control.

8.8 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “APN Partner” or “partner of AWS” refers solely to membership in the Program. You will not make any representations, warranties, or guarantees to any third party on behalf of AWS. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude AWS or you from entering into similar agreements with third parties. Both parties reserve the right to (a) develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third party developers or systems integrators who might offer products or services which compete with the other party’s products or services.

8.9 Language. All communications and notices made or given pursuant to these Terms must be in the English language. The English language version of these Terms will control in the event of a conflict with any translated versions of these Terms we may provide.

8.10 Confidentiality and Publicity. The Receiving Party to a Disclosing Party’s Confidential Information provided under the Program may use such Confidential Information only in connection with your participation in the Program or as otherwise expressly permitted by the Disclosing Party in writing. Unless otherwise expressly permitted by the Disclosing Party in writing or required by applicable law, the Receiving Party will not disclose the Disclosing Party’s Confidential Information during the Term or at any time during the three-year period following the end of the Term. The Receiving Party will take all reasonable, technical, and organizational measures to avoid disclosure, dissemination or unauthorized use of the Disclosing Party’s Confidential Information, including, at a minimum, those measures the Receiving Party takes to protect their own confidential information of a similar nature. The Receiving Party will restrict the possession, knowledge and use of Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and entities controlled by the Receiving Party who have a need to know Confidential Information in connection with the Program. Nothing in these Terms prohibit a Receiving Party from: (a) possessing, developing, or receiving information that is the same as, or similar to, a Disclosing Party’s Confidential Information; or (b) using, for any purpose and without compensating the Disclosing Party, information retained in the unaided memory of the Receiving Party’s personnel who have had access to Confidential Information. A person’s memory is unaided if the person is: (x) able to remember without reference to any tangible or electronic materials comprising or referring to Confidential Information; and (y) has not intentionally memorized the relevant information for the purposes of retaining and subsequently using it for purposes unrelated to the Program.

You will not issue any press release or make any other public communication regarding your participation in the Program without our prior written consent. Nothing in these Terms modifies or supersedes any nondisclosure agreement between you and AWS or its affiliates.

8.11 Notice. To provide notice under these Terms, each party will deliver such notice in accordance with the notice provisions in the AWS Customer Agreement, except if the AWS Contracting Party is ACTS, then instead of notice delivery using the address, facsimile, or website provided in the notice provisions of the AWS Customer Agreement, (i) any notice to ACTS under these Terms must be delivered to 4F, Central Building B21, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing, P.R. China, or sent via facsimile to 86-10-5657-3751, and (ii) references to “AWS China Site” in the notice provisions of the AWS Customer Agreement are replaced with “AWS Site” (as defined herein).

8.12 No Third Party Beneficiaries. Except as provided in Section 2.1(f), these Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.

8.13 Government Code of Conduct, Training, and Internal Controls. If you are engaged in dealings with Government customers and conduct Government Customer Projects or otherwise accept Benefits in relation to your Government business, you must maintain an adequate (a) written code of business conduct and ethics regarding interactions with Government customers and representatives (“Government Code of Conduct”), (b) ethics and compliance training program regarding your Government Code of Conduct for your employees and representatives, and (c) internal control system that includes compliance points of contact within your company, periodic reviews/auditing of current policies and practices to confirm compliance with your Government Code of Conduct, and an internal reporting mechanism allowing for anonymous or confidential reporting of suspected instances of improper conduct and appropriate disciplinary action.

8.14 No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

8.15 Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.

8.16 Ratings. AWS may use mechanisms that rate, or allow customers to rate, your products or services, and may make these ratings publicly available.

8.17 Special Provisions for China. Notwithstanding anything to the contrary in these Terms, if the AWS Contracting Party is ACTS, then if any Benefits in connection with the Program involve AWS promotional credits (“Promotional Credits”) for the AWS China Regions, ACTS may make a suggestion to Sinnet and NWCD regarding such Promotional Credits that may apply to you, but the final decision regarding any such benefits will be made by Sinnet and NWCD. Promotional Credits applicable to AWS China Regions are issued by Sinnet and NWCD and are governed by the then-current AWS Promotional Credit Terms & Conditions located at https://www.amazonaws.cn/en/promotional-terms/ (and any successor locations designated by Sinnet or NWCD), as may be updated by Sinnet or NWCD from time to time.

8.18. Referrals. 

(a) Where a party receives data comprised of referrals of inbound prospects generated by the other party or pre-qualified opportunities with customers or potential customers (“Lead Data”), each party will comply with Applicable Data Protection Law in connection with the referred Personal Data (“Personal Lead Data”). Without limiting the foregoing, the receiving party:

(i) is a controller of the Personal Lead Data received and will process Personal Lead Data only for the limited purpose of supporting customers and driving customer engagements (“Agreed Purposes”); 

(ii) shall not disclose or allow access to the Personal Lead Data to any third party; 

(iii) shall not “sell” or “share” the Personal Lead Data, as those terms are defined under the CPRA;

(iv) ensures that representatives and personnel having access to Personal Lead Data will be subject to appropriate confidentiality obligations;

(v) ensures that it has in place appropriate technical and organizational measures (a) to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, (b) provide the same level of privacy protection to the Personal Lead Data as it does the Personal Data that it collects or processes as a “controller” or “business” or other equivalent term, as those terms are defined under Applicable Data Protection Law; and

(vi) shall notify the referring party if it can no longer comply with the terms of Section 8.18 or the obligations imposed by Applicable Data Protection Law and allow the referring party to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

(b) The referring party ensures that all necessary notices and consents are in place to enable the use of the Personal Lead Data for the Agreed Purposes.

(c) The parties will assist each other with any Data Subject requests made pursuant to Data Protection Law, including without limitation access, portability, correction, erasure, deletion or restriction, and objection to processing and/or sale requests. If one party receives any complaints or requests from Data Subjects, government authorities or others relating to this DPA, that party will promptly inform the other within ten (10) days of receipt of such complaint or request, and assist the other, where appropriate, with developing a response and resolution.

(d) The receiving party will comply with the 8 principles under the OECD Guidelines Governing the Protection of Privacy and Transborder Flows of Personal Data when the Lead Data includes Personal Data of individuals who are Japanese residents or located in Japan.

(e) These Terms incorporate: 

(i) the Standard Contractual Clauses between controllers  (“Controller-to-Controller Clauses”) approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the “SCCs”), which will only apply when (a) the GDPR applies to a transfer of Personal Lead Data by AWS to you (or by you to AWS) and (b) Personal Lead Data is transferred either directly or via onward transfer, to a country outside of the European Economic Area not recognized by the European Commission as providing an adequate level of protection for Personal Data subject to GDPR (together a “Data Transfer”); and

(ii) the UK General Data Protection Regulation (“UK GDPR”) Addendum (“UK Addendum”), which applies, when the UK GDPR applies for a transfer of Third Party Data containing Personal Data by AWS to you (or by you to AWS).

(f) If you refer a Sales Opportunity to AWS or its affiliates, you must do so through the APN Customer Engagements Program (or its successor program) via the ACE Pipeline Manager console, unless otherwise authorized specifically by AWS in writing.  

“Amazon Code of Conduct” means the then-current Amazon’s Code of Business Conduct and Ethics located at https://ir.aboutamazon.com/corporate-governance/documents-charters/code-business-conduct-and-ethics (and any successor locations designated by us), as may be updated by us from time to time.

“ACTS” means Amazon Connect Technology Services (Beijing) Co., Ltd.

“APN Site” means the then-current AWS Partner Central site located at http://aws.amazon.com/partners (and any successor locations designated by us), as may be updated by us from time to time.

“Applicable Data Protection Law” means all laws and regulations applicable to and binding on the sharing of Personal Data by a party, including but not limited to, as applicable, the GDPR, the UK GDPR, and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CPRA”).

“AWS Code of Conduct” means the then-current AWS Code of Conduct located at http://aws.amazon.com/codesofconduct (and any successor locations designated by us), as may be updated by us from time to time.

“AWS Contracting Party” means (i) if you are billed Program Fees, then the entity billing such Program Fees based on the AWS account linked to your Program account (either Amazon Web Services, Inc., Amazon Web Services EMEA SARL, Amazon Internet Services Private Limited, or any affiliate of the foregoing, depending on the country associated with such AWS account), (ii) if you are an entity incorporated in mainland China and your AWS account linked to your Program account is opened with Sinnet or NWCD, then ACTS, or (iii) if neither (i) nor (ii) apply, then Amazon Web Services, Inc.

“AWS Customer Agreement” means either (1) the then-current AWS’s standard user agreement located at http://aws.amazon.com/agreement (and any successor locations designated by AWS) unless (2) applies, (2) if the AWS Contracting Party is ACTS, the then current Sinnet Customer Agreement for AWS (Beijing) Region between you and Sinnet located at https://www.amazonaws.cn/agreement/beijing/, and/or the then-current Western Cloud Data Customer Agreement for AWS (Ningxia) Region between you and NWCD located at https://www.amazonaws.cn/agreement/ningxia/, as the case may be (and any successor locations designated by Sinnet or NWCD), and in each case (1) or (2) above, as such agreements may be updated by us, Sinnet, or NWCD (as applicable) from time to time, or other executed agreement between you and us, Sinnet, or NWCD (as applicable) governing your use of AWS services.

“AWS Marks for APN Guidelines” means the then-current guidelines located at https://aws.amazon.com/partners/logo-guidelines/ (and any successor locations), as may be updated from time to time.

“AWS Privacy Notice” means the then-current AWS privacy notice located at http://aws.amazon.com/privacy (and any successor locations designated by us), as may be updated by us from time to time.

“AWS Site” means the then-current AWS Site located at http://aws.amazon.com (and any successor site designated by us), as may be updated by us from time to time.

“AWS Trademark Guidelines” means the then-current guidelines and trademark license located at http://aws.amazon.com/trademark-guidelines/ (and any successor locations), as they may be updated from time to time.

“Confidential Information” means all nonpublic information disclosed in connection with the Program by a party to these Terms, their affiliates, or their agents (as applicable, such entities collectively, the “Disclosing Party”) to the other party, its affiliates, or their agents (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, (ii) third party information that the Disclosing Party is obligated to keep confidential, and (iii) the nature, content and existence of discussions or negotiations between the parties. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to the Receiving Party at the time of the Disclosing Party’s disclosure; (iii) received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

“Data Subject” means an identified or identifiable natural person to whom Personal Data relates.

“Governing Laws” and “Governing Venue” mean the governing laws and courts (or if applicable, arbitration) set forth in the AWS Customer Agreement.

“Government” means any entity that is part of, or substantially owned, funded, managed, or controlled by, any government at any level.

“NWCD” means Ningxia Western Cloud Data Technology Co., Ltd., the service operator and provider for the AWS China (Ningxia) Region.

“Personal Data” shall have the meaning assigned to the terms “personal data” and/or “personal information” under Applicable Data Protection Law and shall, at a minimum, include any information relating to an identified or identifiable natural person.

“Program Account Information” means information about you that you provide to us or our affiliates in connection with the creation or administration of your Program account. For example, Program Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with your Program account.

“Sales Opportunity” means a pre-qualified opportunity with a customer or potential customer. 

“Sales Opportunity Information” means any Sales Opportunity information you submit to AWS or its affiliates through the APN Customer Engagements Program (or its successor program) via the ACE Pipeline Manager console.  Information independently developed by AWS or information submitted to AWS by third parties (including customers or other AWS Partners) does not constitute Sales Opportunity Information.

“Sinnet” means Beijing Sinnet Technology Co., Ltd., the service operator and provider for the AWS China (Beijing) Region.

“Third Party Data” means any information regarding any third party, including information relating to an identified or identifiable person.