Last updated March 16, 2015
This AWS Certification Program Agreement (this “Agreement”) contains the terms and conditions that govern your participation in the AWS Certification Program (as defined below) and is an agreement between Amazon Web Services, Inc. (“AWS,” “we,” “us,” or “our”) and you (“you”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor, you are not subject to any agreements prohibiting your participation, etc.). Please see Section 10 for definitions of certain capitalized terms used in this Agreement.
1. Participation in the AWS Certification Program.
To obtain an AWS Certification and participate in the Program, you must (a) take the applicable Certification Exam(s) and receive a passing score, (b) comply with all additional requirements associated with such AWS Certification as may be specified on the AWS Certification Site, and (c) adhere to all laws, rules, and regulations applicable to the Program, including this Agreement and all Policies (as defined in Section 10) (all of the foregoing collectively, the “Certification Requirements”). All exam fees paid in connection with the Program are in U.S. dollars. You are responsible for any exchange rate fluctuations.
1.2 Use of Name and Logo.
Subject to the terms of this Agreement and your completion of and continued compliance with the applicable Certification Requirements, we grant you the limited right to use the name of the specific AWS Certification that you have received and any AWS Mark associated with such AWS Certification for so long as such AWS Certification is valid or until revoked or terminated as set forth in this Agreement. You may only use the AWS Marks only in accordance with the Trademark Use Guidelines. We may revoke your license (if any) to use any AWS Mark associated with the AWS Certification at any time by giving you written notice.
1.3 Your Responsibilities.
At all times when you are holding yourself out as the recipient of an AWS Certification, or at any time that you are providing services that relate to AWS or any Services, you will: (a) conduct your activities in a professional and competent manner; (b) comply with all applicable laws, regulations and orders of any governmental or regulatory authority; (c) promote AWS and the Services in a manner that maintains the good name and reputation of both AWS and the Services; (d) not make any representations, warranties, or guarantees to third parties with respect to AWS or the specifications, features, or capabilities of any of the Services; (e) not misrepresent or embellish your relationship with AWS; (f) comply with all applicable terms and conditions of the AWS Customer Agreement; and (g) not engage in any illegal, false or deceptive acts or practices.
Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). You will provide such information to AWS as reasonably required to determine whether AWS is obligated to collect Indirect Taxes from you. AWS will not collect, and you will not pay, any such tax or duty for which you furnish AWS a properly completed exemption certificate or a direct payment permit certificate or for which AWS may claim an available exemption from tax. All payments made by you to AWS under this Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, you will pay such additional amounts as are necessary so that the net amount received by AWS is equal to the amount then due and payable under this Agreement. AWS will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
You will comply with all rules and regulations applicable to the administration of the Certification Exam as set forth by AWS or by a Certification Exam Provider. You will not engage in any misconduct in connection with the Certification Exam, including without limitation: (a) receiving or providing unauthorized assistance, or submitting work that is not your own; (b) possession or use of unauthorized materials during any Certification Exam; (c) falsifying your identity or identification documents, or misusing any testing identification number, username, or other credentials that have been provided to you; (d) failing to adhere to any testing policy, procedure, or directions; (e) disclosing or disseminating the content of any Certification Exam; (f) use of any AWS Marks in a manner not authorized by this Agreement and the Trademark Use Guidelines; or (g) any other actions that we believe are inconsistent with the principles of the Program.
You agree that all Testing Materials are AWS Confidential Information. You may not use, disclose, reproduce, copy, transmit, distribute, or make derivative works of any Certification Exam, Testing Materials or other AWS Confidential Information, or any part thereof in whole or in part, in any form or by any means.
If you do not pass a Certification Exam, you may retake such Certification Exam only in accordance with the retake policy as described on the AWS Certification Site.
You agree that if for any reason we believe that you have violated the terms of this Agreement, including without limitation this Section 2, we may in our sole discretion (and without the refund of any testing fees) cancel the results of any Certification Exam, revoke any AWS Certification, terminate your rights under this Agreement and/or otherwise prohibit you from participating in the Program.
4. Term and Termination.
The term of this Agreement will begin on the Effective Date, and will continue until terminated by either party, or until all AWS Certifications you hold are no longer valid. Each AWS Certification is valid for a period of 2 years following the date on which you successfully pass the applicable Certification Exam.
(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice. We may terminate this Agreement for any reason by providing you 30 days advance notice.
(b) Termination for Cause. We may terminate this Agreement at any time if you breach this Agreement or if you fail to meet any Certification Requirements.
4.3. Effect of Termination.
Upon any termination of this Agreement, all your rights under this Agreement immediately terminate, all AWS Certifications you hold will immediately become invalid, you will immediately cease to hold yourself out as holding any AWS Certification, and you will immediately cease all use of the AWS Marks. Sections 2.2, 3, 4.3, 5, 6, 7, 9, and 10 will continue to apply in accordance with their terms.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your participation in the Program; (b) your use of any AWS Mark in a manner not authorized by or consistent with this Agreement; (c) any representations, warranties, or guarantees you make to third parties with respect to AWS or the specifications, features, or capabilities of any of the Services; (d) any misrepresentation or embellishment by you of your relationship with AWS; (e) your breach of this Agreement or violation of applicable law; or (f) a dispute between you and any third party. We may assume control of the defense and settlement of the claim at any time.
THE PROGRAM, INCLUDING BUT NOT LIMITED TO THE TESTING MATERIALS, IS PROVIDED "AS IS." WE AND OUR AFFILIATES, LICENSORS AND CERTIFICATION EXAM PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PROGRAM, TESTING MATERIALS OR THIS AGREEMENT. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES, LICENSORS AND CERTIFICATION EXAM PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
7. Limitations of Liability.
WE AND OUR AFFILIATES, LICENSORS AND CERTIFICATION EXAM PROVIDERS WILL NOT BE LIABLE TO YOU FOR ANY:
(A) DIRECT DAMAGES;
(B) LOSS OF PROFITS;
(C) LOSS OF BUSINESS;
(D) LOSS OF ANTICIPATED SAVINGS;
(E) DEPLETION OF GOODWILL AND SIMILAR LOSSES;
(F) INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO THE PROGRAM; OR
(G) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PURE ECONOMIC LOSS, COSTS, DAMAGES, EXPENSES OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, LICENSORS OR CERTIFICATION EXAM PROVIDERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (I) YOUR FAILURE TO ACHIEVE AWS CERTIFICATION OR OTHER INABILITY TO PARTICIPATE IN THE PROGRAM, INCLUDING AS A RESULT OF ANY (X) TERMINATION OR SUSPENSION OF THIS AGREEMENT, OR (Y) OUR DISCONTINUATION OF ANY AWS CERTIFICATION, CERTIFICATION EXAM, OR ALL OF THE PROGRAM; OR (II) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE PROGRAM.
We may from time to time change this Agreement or any Policies, or change or discontinue any AWS Certification, the Program as a whole, or any aspect of it, including without limitation changing Certification Requirements, changing training or testing materials, changing passing score requirements, or changing or discontinuing Program benefits. We will notify you of changes by posting them on the AWS Certification Site or by otherwise notifying you in accordance with Section 9.4. You are responsible for checking the AWS Certification Site regularly for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. By continuing to participate in the Program, you agree to comply with the most current version of this Agreement, the Policies and all additional requirements specified on the AWS Certification Site. The current Certification Requirements for each AWS Certification and the current version of this Agreement may be found on the AWS Certification Site. It is your responsibility to check the AWS Certification Site regularly for modifications to the Program or this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
9.2 Independent Contractors; Non-Exclusive Rights.
We and you are independent contractors, and 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. Both parties reserve the right (a) to develop or have developed for it 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) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.
9.3 No Third Party Beneficiaries.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the AWS Certification Site; or (ii) sending a message to the email address we have on file for you. Notices we provide by posting on the AWS Certification Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact AWS as follows: (i) by facsimile transmission to 206-266-7010; or (ii) by personal delivery, overnight courier or registered or certified mail to Amazon Web Services, Inc., 410 Terry Avenue North, Seattle, WA 98109-5210. We may update the facsimile number or address for notices to us by posting a notice on the AWS Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 9.5 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
9.6 No Waivers.
The failure by us to enforce any provision of this Agreement 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.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
9.8 Governing Law; Venue.
The laws of the State of Washington, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Program or this Agreement where a party seeks aggregate relief of $7,500 or more will be adjudicated in any state or federal court in King County, Washington. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
9.9 Entire Agreement; English Language.
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
“AWS Certification” means a specific certification designation that you may receive from us indicating you have received a passing score on a Certification Exam with respect to certain AWS products or services and met other Certification Requirements as may be specified by us.
“AWS Certification Program” or “Program” means the program pursuant to which we make available certain AWS Certifications.
“AWS Certification Site” means http://aws.amazon.com/certification/ and any successor or related site designated by AWS.
“AWS Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners, Certification Exam Providers, or our or their respective employees, contractors or agents 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. AWS Confidential Information includes: (a) all nonpublic information relating to the Program or the Certification Exams; (b) all Testing Materials; and (c) third-party information that we are obligated to keep confidential.
“AWS Customer Agreement” means AWS's standard user agreement posted on the AWS website at http://aws.amazon.com/agreement, as it may be updated by AWS from time to time.
“AWS Marks” means any trademarks, service marks, service or trade names, logos, and other designations of AWS and its affiliates that we may make available to you in connection with this Agreement or the Program.
“AWS Site” means http://aws.amazon.com and any successor or related site designated by us.
“Certification Exam” means the exam that you must pass to receive a particular AWS Certification.
“Certification Exam Provider” means any third party authorized by AWS to administer Certification Exams.
“Policies” means all policies and restrictions associated with the Program described on the AWS Certification Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced on the AWS Certification Site.
“Service” means each of the web services made available by us or our affiliates, including those web services described in the Service Terms.
“Service Terms” means the rights and restrictions for particular Services located at http://aws.amazon.com/serviceterms, as they may be updated by AWS from time to time, and as may be made available on any successor or related site designated by AWS.
“Testing Materials” means the Certification Exam and any other materials that are provided to you in connection with a Certification Exam (which may include instructions, study materials, exam questions, or other content).
“Trademark Use Guidelines” means the guidelines and license located at http://aws.amazon.com/trademark-guidelines/, as they may be updated by AWS from time to time, and as may be made available on any successor or related site designated by AWS.