Last Updated: January 22, 2014.
These AWS Activate Terms & Conditions (these “Terms”) contain the terms and conditions that govern your participation in the AWS Activate Program (the “Program”) and are an agreement between Amazon Web Services, Inc. (“AWS,” “we,” “us,” or “our”) and you or the company or entity you represent (“you”). These Terms include any additional terms that may apply to specific aspects of the Program as well as the terms and conditions set out in the existing AWS Customer Agreement between you and AWS, or other agreement with us governing your use of our services (the “AWS Customer Agreement”). If these Terms are inconsistent with the terms and conditions contained or referenced in your AWS Customer Agreement, the terms and conditions contained or referenced in your AWS Customer Agreement will control. These Terms take effect when you check the box presented with these Terms or when you first receive any Program benefits, whichever is earlier. If you are an individual acting on your own behalf, you represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms for a company or entity, such as the company you work for, you represent to us that you have legal authority to bind that company or entity.
1.1 Joining the Program. To join the Program, you must be or represent a “startup” company, accept or execute an AWS Customer Agreement, submit a complete Program application through aws.amazon.com/activate (the “AWS Site”), and be accepted by AWS into the Program. You must have a valid AWS account before you can submit an application to join the Program. Submitting an application through the AWS Site does not constitute admission into the Program, and AWS may accept or reject any Program application, in its sole discretion. For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services or the services of any third party.
1.2 Program Benefits. If you are accepted into the Program, you may receive certain benefits from time-to-time as determined in AWS’s sole discretion and as described on the AWS Site. You will be deemed to have accepted any additional terms and conditions, as applicable, before receiving these Program benefits. Such additional terms and conditions may include, for example and without limitation, the AWS Promotional Credit Terms & Conditions at aws.amazon.com/awscredits/, the AWS Free Usage Tier Offer Terms at aws.amazon.com/free/terms/, the AWS Support Guidelines at aws.amazon.com/premiumsupport/, and the AWS Training Agreement at aws.amazon.com/training/training-agreement/. All Program benefits you receive are personal to you (i.e., you individually if you are acting on your own behalf, or the company or entity you represent). You may not sell, license, rent, or otherwise transfer any Program benefits.
1.3 Third-Party Offers. As part of your participation in the Program, you may have access to offers made available by third parties to members of the Program, which may include discounts on software products or other Third Party Content (as defined in the AWS Customer Agreement). If you choose to participate in a third-party offer through the Program, you consent to AWS’s disclosure of any information you provide to us in connection with the Program, including your name, email address and contact information, to the third party making such offer available. The third party offering or selling Third Party Content will be the seller of record for such Third Party Content, and may specify separate terms and conditions and privacy policies for the use of its Third Party Content. AWS is not a party to the transaction between you and any third party who makes Third Party Content available to you, and if there are separate terms for the Third Party Content, AWS will not be a party to those terms. AWS IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT AND HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THIRD PARTY CONTENT OR LISTINGS, OR THE ABILITY OF SELLERS TO OFFER THE THIRD PARTY CONTENT.
1.4 Program Administration. We may from time-to-time send you email, call you, or otherwise contact you about the Program or AWS products and services, including information about events and training opportunities, invitations to participate in surveys and research opportunities, promotional offers, and other information supporting your efforts to develop solutions using AWS services.
1.5 Program Changes. We may change or discontinue the Program or any aspect of it, including these Terms (as set forth in Section 5) at any time in our sole discretion (with or without prior notice to you), including without limitation, changing or discontinuing any benefits offered under the Program. We may update the AWS Site or send you an email using the email address provided to us in your application for the Program to reflect any changes to the Program. Unless we state otherwise, any changes to the Program will become effective at the time we update the AWS Site with the change, or if we send you an email, as stated in the email message.
1.6 Termination. Either you or we may terminate your participation in the Program at any time, by giving the other party notice of termination. If your participation in the Program is terminated for any reason: (a) all licenses granted by you or us arising from your participation in the Program will terminate; and (b) you will immediately cease use of all Program benefits; and (c) you will no longer identify yourself or hold yourself out as a Program participant.
1.7 Fees. There is no initial fee to participate in the Program. Participation in certain optional Program benefits may require fees, which will be posted on the AWS Site. You agree to pay such fees if you participate in those Program benefits. All fees paid to AWS in connection with the Program will be non-refundable, including without limitation, if your participation in the Program is terminated for any reason by you or us. In addition, all use of AWS services beyond the scope or after expiration of any Program benefits, including without limitation all use exceeding the limits of any Program benefits, will be subject to the standard fees applicable to such AWS services.
2. Publicity and Marketing
We may list your name, website, and other general contact information in a Program directory, in other similar resources, or on our website. You hereby grant us a nonexclusive, worldwide, royalty-free license to use your name, website, general contact information and any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us and any other content that you provide to us in connection with the Program (collectively, “Your Materials”) solely in connection with a Program directory, customer lists, commercial presentations, flyers, brochures, newsletters and similar resources. We may make reasonable changes or alterations to Your Materials. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
THE PROGRAM AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM ARE PROVIDED “AS-IS.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).
4. Limitation of Liability
NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU UNDER THESE TERMS OR IN RELATION TO THE PROGRAM FOR ANY (i) LOSS OF DATA, PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, (ii) INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU RELATED TO THE PROGRAM, OR (iii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. THE AGGREGATE LIABILITY OF US AND ANY OF OUR AFFILIATES ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED $100.
We may modify these Terms at any time by posting a revised version on the AWS Site or sending you an email using the email address provided to us in your application for the Program. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing your participation 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 AWS Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.