These AWS Forward Deployed Engineering (“FDE”) preview terms and conditions (“Terms”) are subject to the AWS Customer Agreement, or other agreement between you and AWS governing your use of the Services (the “Agreement”). The Terms take effect when you “Accept” an FDE Sprint Letter or, if earlier, when you provide AWS with access to your AWS environment for the purposes of commencing an FDE sprint (the “Effective Date”). You represent to us that you are lawfully able to enter an FDE sprint. If you are entering into an FDE sprint for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Unless otherwise expressly defined in these Terms, all capitalized terms will have the meanings set forth in the Agreement.

 1.0. The Service. FDE combines AI agents with AWS experts to help achieve your business outcomes. FDE sprints are intended to be delivered in 45-day sprints where FDE resources will work with you to build, test, debug, implement, and deploy artificial intelligence or machine learning Services, features, functionality, and workflows (collectively “FDE Solutions”) in your AWS environment. FDE is a Service for purposes of the Agreement.     

2.0. Agents and AI Services.

2.1. AWS may build and deploy specialized AI agents using AI Services in your environment as part of the sprint (“Customer Agents”). We will tailor Customer Agents using Your Content, and they will remain in your AWS environment after the sprint ends. You will have exclusive use of these agents. The output you generate using these agents is Your Content. Due to the nature of machine learning, output may not be unique across customers and agents developed during a sprint may generate the same or similar results across customers.

 2.2. We may use AWS proprietary agents and tooling ("AWS Agents and Tools") in an FDE sprint. In an FDE sprint, AWS Agents and Tools will not access or use Your Content for developing and improving the AWS Agents unless otherwise provided in the Service Terms. For clarity, AWS Agents and Tools are AWS Background IP (as defined below).

3.0 Intellectual Property.

3.1. Each party retains ownership of its intellectual property rights existing prior to or created outside the scope of an FDE sprint ("Background IP"). Each party owns intellectual property rights in improvements it makes to its own Background IP during a sprint, including, for AWS, improvements to Delivery Agents, services, products, tools, and methodologies of AWS and its Affiliates. Neither party may use the other's Background IP unless the other party agrees in writing.

3.2. You own all right, title, and interest in and to any Developed Content we create for you under a sprint that is delivered to you. Developed Content  consists of (a) documents and diagrams (“Documents”) (b) software (in source or object code form), sample code, or scripts (“Software”), or (c) machine learning and artificial intelligence assets, including trained or fine-tuned models, model weights, adapters, agents, prompts, orchestration logic, and datasets created specifically for you ("AI/ML Assets"). For clarity, Developed Content does not include Services or improvements to AWS Background IP or Third Party Content. To the extent any Developed Content contains any AWS Background IP, AWS retains ownership of such AWS Background IP and grants you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable license to distribute, reproduce, make derivative works of, perform, display, use, make, sell, offer for sale, and import such Background IP as part of Developed Content.

3.3. You may, at your sole expense, seek patent protection for any new inventions in Developed Content. Upon your written request, AWS will use commercially reasonable efforts to assist you in perfecting your ownership of patent applications and resulting patents for inventions in Developed Content ("Patents"), including by providing relevant information and signing necessary documents. You hereby grant AWS a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable license under any such Patents to make, use, sell, offer for sale, and import services and products of AWS and its Affiliates.

4.0. Data Access.

4.1. If you direct AWS to access any Content that includes or is defined under applicable law as “personal data,” “personal information,” “controlled unclassified information,” or other sensitive or restricted data types which are defined or governed by applicable law (including data privacy law), regulation, regulatory framework, or industry standard (excluding Content defined under HIPAA law as PHI (defined below)) (collectively, “Customer Regulated Data”), AWS’s processing of such Customer Regulated Data is subject to the AWS Supplementary Data Processing Addendum (the “Supplementary DPA”). For purposes of your FDE sprints, terms in the Supplementary DPA have the following meanings: “AWS Professional Services” means AWS FDE, “Professional Services Order” means these FDE Preview Terms, and “AWS Professional Services Consultants” means AWS FDEs.

A. For clarity, your “Documented Instructions”, as used in the Supplementary DPA, includes your written guidance which may be formally or informally communicated to FDEs. You acknowledge that you are solely responsible for determining how Customer Regulated Data is collected, used, stored, and processed, and that AWS will only process such Customer Regulated Data in accordance with the Documented Instructions. You may provide verbal guidance to FDEs but when such guidance establishes a new processing instruction or changes an existing processing instruction, you agree to confirm such instruction in writing within a reasonable period (not to exceed 48 hours) by email, ticketing system entry, shared project record, meeting notes, or other similar written mechanism, as reasonably assisted by AWS. You acknowledge that it is your responsibility to ensure such written confirmation occurs, and that AWS's processing of Customer Regulated Data will be based on, and limited to, the Documented Instructions as so confirmed

4.2. You may not allow AWS to access any Content that includes or is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) as “protected health information” (“PHI”), without express written approval by AWS and an executed AWS FDE Business Associate Addendum (“FDE BAA”) between you and AWS.

4.3. Incidental personal data related to your personnel that AWS obtains as part of an FDE sprint is not Customer Regulated Data. This type of data is treated as “Account Information,” and AWS and its affiliates will handle it in accordance with the AWS Privacy Notice (available at https://aws.amazon.com/privacy/), which you will make available to your personnel.

5.0. Production Access.

5.1. An FDE sprint may require AWS to provide services in your Production Environment (environments where software, applications, code, or other products are placed into live operation for their intended use by internal or external end users). You may not allow AWS to access your Production Environment until you and AWS review and mutually approve security access, controls, and policies, which include technical controls (i.e., least privilege access controls, logging, monitoring, and alerting, encryption), and operational controls (i.e., written instructions, change management plans, onboarding, and offboarding procedures to access) (“Security Plan”). AWS will follow the security mechanisms agreed with you in the Security Plan. You authorize such access specified in the Security Plan and agree that AWS will only provide services in your Production Environment consistent with the Security Plan and only at your express direction received by AWS prior to providing FDEs production access.

5.2. For the duration of time you provide AWS with access to your Production Environment, you must ensure you provide AWS with the least privileged access necessary for AWS to complete our activities. Upon completion of the activities that require Production Access, you are responsible for ensuring that any AWS access to your Production Environment is promptly revoked.

6.0. Customer Rights and Responsibilities.

6.1. You will cooperate with AWS to help ensure the FDE sprint is delivered on time, which includes promptly providing AWS with access to data, tools, software licenses, source code, equipment, engineering resources who will work alongside FDEs, and any other reasonably necessary resources to support the FDE sprint.

6.2. To assist with delivery of the FDE sprint, you will install and onboard, or allow FDEs to install and onboard, the AWS Agents and Tools in your AWS environment.

6.3. While FDEs may advise and assist, you remain responsible for all activities within your Production Environment including: (a) determining deployment-readiness of deliverables and managing their subsequent deployment, operation, and maintenance; (b) overall management of AWS accounts, pipelines, deployment gates, and logs and records; (c) all access and permissions control, and (d) testing, deploying, maintaining, implementing, and supporting any Developed Content or deliverables provided or recommended by FDEs.

6.4. You are responsible for compliance with any applicable regulatory requirements prior to your use or the deployment of any FDE Developed Content, including obtaining the appropriate clearances or approvals.

6.5. You are responsible for ensuring your directions to FDEs comply with applicable laws, rules, regulations, and policies.

7.0. Out of Scope Activities. AWS does not provide, and an FDE sprint does not constitute, financial, legal or compliance advice. You are responsible for determining whether your use of any FDE Solution complies with applicable laws, rules, regulations, and policies.

8.0. Use Case Limitations

8.1. You are responsible for ensuring that FDE Solutions, including but not limited to their design, intended purpose, and their use, comply with all applicable laws, rules, regulations, and policies. This includes laws specific to artificial intelligence such as the EU AI Act and all AWS Policies, including but not limited to the AWS Responsible AI Policy and the AWS Acceptable Use Policy

8.2. FDE Solutions are not authorized for use in, or in association with, the operation of any hazardous environment or critical systems that may lead to serious bodily injury or death or cause environmental or property damage, and you are solely responsible for liability that may arise in connection with any such use.

8.3. FDE Solutions are not authorized for use in providing security or investment advice or facilitating trades for third parties.

8.4. FDE Solutions are not designed for finished medical devices, are not intended to be used in finished medical devices, are not intended to enable the clinical functionality of a finished medical device and are not authorized for use by themselves for any clinical decision-making or other clinical use.

8.5. FDE Solutions may not be sold, commercialized, or marketed under AWS’s name or branding.

9.0. Limitation of Liability.

9.1. AWS and its affiliates will not be liable to you for any damages arising from (a) AWS’s actions taken pursuant to any instructions or requests that you provide or approve, (b) you not following an instruction or recommendation from AWS, (c) your delay or withholding of approval for AWS to take a requested action, or (d) any change by you to your AWS Environment.

9.2. You are solely responsible for all modifications to your Production Environment, including those performed by AWS at your direction. AWS will not be liable for any damages arising from any access to your Production Environments.

10.0. Business Relationship. AWS's relationship with Customer is that of an independent contractor, and nothing in these Terms will be construed to create a partnership, agency, joint venture, employment or similar relationship. AWS's personnel will not be considered Customer's employee or agent under these Terms. Neither Party will have any right to act for, represent or otherwise bind the other Party in any manner, except as expressly authorized by such other Party.

11.0. Taxes. Each party will be responsible for any taxes imposed on that party with respect to the development, delivery, ownership, or use of work product created under a FDE sprint. For purposes of applicable tax law, including value added tax, goods and services tax, and similar indirect taxes, FDE is professional and consulting services and not electronically supplied services.

12. Termination. Either party may terminate immediately for breach of these Terms.