AWS Partner Network

These Additional Terms (“Additional Terms”) for the AWS Training Partner Program (“ATP Program”) are incorporated by reference into the AWS Partner Network Terms and Conditions available at https://aws.amazon.com/partners/terms-and-conditions/ (“ AWS Partner Network Terms”) by and between Amazon Web Services, Inc. (or its affiliate as noted in Section 9 of the AWS Partner Network Terms) (“ AWS,” “we,” “us,” or “our”) and the entity you represent (“you” or “your”). Unless otherwise defined in these Additional Terms, all capitalized terms used in these Additional Terms will have the meanings set forth in the AWS Partner Network Terms or, as described in Section 4, in the AWS Customer Agreement. By participating in the ATP Program or accepting the Benefits, you agree to these Additional Terms as described in the AWS Partner Network Terms (“Effective Date”). You represent to us that you are lawfully able to enter into contracts and that you have legal authority to bind the entity on whose behalf you are accepting these Additional Terms.

The ATP Program is part of the AWS Partner Network Program (the “Program”) as described in the AWS Partner Network Terms. To join the ATP Program, you must meet the criteria identified on the AWS Training Partner Site, submit a complete ATP Program application, be a member of the Program, and be accepted by AWS into the ATP Program. If accepted into the ATP Program, you may be authorized to sell, deliver, publish and /or resell AWS Training and AWS Certifications (each an “Authorized Capability”). AWS will not bind you to participate in any Authorized Capability, but instead you and AWS will identify and agree to the scope—or change in scope—of your participation, and AWS will confirm authorization of the agreed modalities (which may be via email). Your participation in the ATP Program is governed by these Additional Terms, the ATP Program Guide, and the AWS Partner Network Terms.

1.1 ATP Program Guide. The ATP Program Guide supplements these Additional Terms. We will provide 30 days’ written notice of substantive updates to the ATP Program Guide (which may be by email). Your continued participation in this ATP Program after the effective date of such ATP Program Guide update constitutes your acceptance of the updated terms of the ATP Program Guide. We may provide you with addenda to the ATP Program Guide based on your Authorized Capability.

1.2 Audit. AWS, its affiliates, and its designated representatives may inspect your books and records and audit your LMS, training centers, classroom configuration, publishing, and delivery of AWS Training during your normal business hours, upon 14 days’ prior notice, to verify your, and your AWS Authorized Instructors’, compliance with these Additional Terms, any Resale Training Order Form, and the ATP Program Guide. For the purposes of the audit rights set out in this Section 1.2, you will ensure that AWS, its affiliates, and its designated representatives will not access any third-party confidential information or your commercially sensitive information.

1.3 Fees, Taxes, and Pricing. You will be solely responsible for any costs, expenses, and taxes associated with your participation in the ATP Program. You will independently determine the prices you charge your End Customers for AWS Certification and AWS Training  sold, delivered, published, or resold under the ATP Program and for any products or services otherwise offered to your End Customers. You will be solely responsible for calculating and charging any applicable taxes and issuing the corresponding tax invoices required by the regulations in all necessary countries or jurisdictions. AWS may temporarily limit (in full or in part) your or any End Customer’s right to access AWS Training and AWS Certifications, upon notice that you are in breach of these Additional Terms.

1.4 AWS Funding and Discounts. If AWS provides End Customer discounts, credits, or funding for AWS Training or AWS Certifications, then you will disclose in writing to the End Customer that AWS is providing the End Customer such discount, funding, or credits (including the value of the discount, funding, or credits) and pass on the entire value of the discount, credit, or funding to your End Customer.

1.5 Public References. During your participation in the ATP Program, you agree to display the current version of the ATP Partner Logo (as AWS may update from time to time) on your website and in your other customer-facing marketing materials as described in the ATP Program Guide and other Program marketing tools.

1.6 Reporting. You will provide AWS with monthly reports (using aggregated, anonymized information) for AWS Training you sell, deliver, publish or resell, including any CSAT, as described in the ATP Program Guide.

1.7 End Customer Notices. Upon AWS’s request, you will promptly forward to an End Customer any notice you receive from AWS regarding AWS Training and AWS Certifications that may affect an End Customer. You will provide reasonable assistance to AWS in connection with removing or disabling access to AWS Training Content that violates the Acceptable Use Policy or any content that you to present in conjunction with AWS Training Content.

1.8 Agreements with End Customers. You must separately agree, without any involvement of AWS, to terms and conditions with each End Customer for AWS Certification and AWS Training you sell, deliver, publish, or resell. You will ensure your agreement with each End Customer is consistent with these Additional Terms, the ATP Program Guide. You will not intentionally sell, resell, or publish AWS Training and AWS Certifications to any entity for further sale, resale, publishing (i.e., through an additional method of distribution) without prior written authorization from AWS. You are responsible for contact with End Customers related to enrollment, invoicing and payment of fees, and for other support issues related to the AWS Certification and AWS Training you sell, deliver, resell, or publish to your End Customers.

1.9 Indemnification of AWS.

Except for Losses arising from AWS’s gross negligence and criminal conduct or claims that unmodified (a) AWS Training Content; (b) Labs Content; or (c) AWS Certification content violates a third-party’s intellectual property rights, you will defend, indemnify, and hold harmless AWS, its affiliates, and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising from or related to:

(i) any claim by any End Customer or third party relating to your resale, delivery, or publication of AWS Training and AWS Certification or your or a third party’s products, services, or materials you offer alongside AWS Training and AWS Certifications;
(ii) your compliance with the Laws of any Authorized Territory;
(iii) your failure to obtain—prior to the Effective Date, or, if later, the date on which you are authorized to participate in a new Authorized Territory—any licenses or registrations which are required in each Authorized Territory for you to fulfill all of your obligations (including but not limited to delivering or reselling AWS Training and AWS Certifications) under the AWS Partner Network Terms, these Additional Terms, and any Resale Training Order Form;
(iv) your failure to maintain the licenses or registrations under sub-paragraph (iii) above for each Authorized Territory throughout such time that you are authorized to participate in the respective Authorized Territory;
(v) your breach of any of your obligations, representations, or warranties under Section 4 below; and/or
(vi) any Public Sector Misconduct (as defined below) by you or any of your officers or employees, representatives, or agents.

1.9.1 If you resell AWS Training under Section 4 of these Additional Terms, indemnification between AWS and the Customer covered by the AWS Customer Agreement is pursuant to the Resale Training Order Form.  

2.1 Delivery. If AWS authorizes you to deliver Classroom Training, you may provide Classroom Training solely through AWS Authorized Instructors in the Authorized Territory, in compliance with these Additional Terms and the ATP Program Guide. Classroom Training may be delivered in person or virtually to End Customers located in the Authorized Territory.

2.2 Social Impact Delivery. If AWS also authorizes you to deliver Social Impact Training, a type of Classroom Training, further engagement authorization is required in each Authorized Territory.

2.3 AWS Authorized Instructors. Any Company Representative that you wish to have designated as an AWS Authorized Instructor must complete the requirements for AWS Authorized Instructors set forth in the ATP Program Guide.

2.4 License and Restrictions. AWS authorizes you to purchase AWS Training Content for Classroom Training solely from an AWS Authorized Courseware Supplier as provided in the ATP Program Guide. AWS Training Content may only be used in accordance with the license set forth in Section 2.2 of the AWS Partner Network Terms. If you receive discounts on AWS Training Content for Social Impact Training, you may only use that discounted AWS Training Content for learners enrolled in Social Impact Training.

2.5 Removal of Territory. AWS may, in its discretion upon giving written notice to you (which may be by email), remove any Authorized Territory identified to you by AWS. If AWS removes any Authorized Territory, you will immediately stop delivering any Classroom Training in such removed Authorized Territory.

3.1 License and Restrictions. If AWS authorizes you to publish Digital Training, AWS gives you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access, use, publish, and integrate (into your LMS) the Digital Training as described in the ATP Program Guide. Digital Training may only be used in accordance with the license set forth in Section 2.2 of the AWS Partner Network Terms and Section 2.4 of these Additional Terms. Except as provided in this Section 3.1, you obtain no rights under these Additional Terms from AWS or its licensors to any of the foregoing, including any related intellectual property rights.

3.2 AWS Proprietary Notices. All copies of Digital Training content you publish must preserve copyright and other notices included by AWS. Some materials may be provided to you under a separate license, in which case that license will govern your use of those materials.

4.1 Requirements. If AWS authorizes you to resell AWS-delivered Training, whether Classroom Training, Digital Training, or otherwise, you may resell the AWS-delivered Training to End Customers located in the Authorized Territory. You may not resell or allow access to any third party where such resale would be illegal in the country in which the AWS-delivered Training takes place. You will be the seller of record for AWS-delivered Training you purchase, and are responsible for identifying and paying any applicable taxes. You must have an AWS Customer Agreement to resell AWS-delivered Training, and at least one Company Representative must complete the Improve Customer Outcomes with AWS Training & Certification training. Termination of your AWS Customer Agreement automatically terminates your authorization to resell AWS-delivered Training under this Section 4.

4.2 AWS Training Discount. You will receive the discount described in the ATP Program Guide for AWS-delivered Training you resell.

4.3 Resale Training Order Form. You may only resell AWS-delivered Training pursuant to a Resale Training Order Form, which is made a part of your AWS Customer Agreement.

4.4 End Customer Agreements. In addition to the requirements in Section 1.9 above, you will ensure that End Customers comply with relevant obligations under the appropriate Resale Training Order Form and that the terms of any agreement between you and your End Customers regarding AWS Training are consistent with the appropriate Resale Training Order Form. A breach of a Resale Training Order Form by any End Customer will constitute a breach by you of the relevant Resale Training Order. In addition, you represent and warrant to AWS that you have all rights necessary for (and are not subject to any restriction, agreement, commitment, law, rule, regulation or order which is violated by) your execution and performance of your obligations under each Resale Training Order Form, including all rights necessary to provide the AWS Training Class(es) listed in the table in the Resale Training Order Form in connection with AWS accounts maintained by you or any End Customer.

4.5 Public Sector AWS-Delivered Training Resale. Prior to proposing resale of AWS Training to a Public Sector End Customer, you must confirm with AWS that such resale is authorized. Not all APN Partners in the ATP Program are authorized to resell AWS Training to Public Sector End Customers, and resale of AWS Training to Public Sector End Customers is not available in all jurisdictions.

4.5.1 GSA Schedule Contracts. You will not propose or offer to resell AWS Training to any Public Sector End Customer in connection with a U.S. General Services Administration Federal Supply Schedule contract unless expressly authorized in writing by AWS.

4.5.2 U.S. Government Rights. The AWS Training Services and AWS Content are “commercial items” as that term is defined in FAR 2.101. For U.S. Government agencies other than the Department of Defense, the U.S. Government’s rights in any “technical data,” “computer software” or “computer software documentation” (each as defined in FAR 52.227-14(a) (May 2014)) provided or used under any Resale Training Order Form will be governed by AWS’s commercial terms and conditions in any Resale Training Order Form, these Additional Terms and the AWS Customer Agreement pursuant to FAR 12.211 and 12.212. For U.S. Department of Defense agencies, the U.S. Government’s rights in any “technical data,” “computer software” or “computer software documentation” (each as defined in DFARS 225.227-7013(a) (Feb 2014)) provided or used under any Resale Training Order Form will be governed by the terms of this the applicable Resale Training Order Form, these Additional Terms, and the AWS Customer Agreement pursuant to DFARS 227.7202-1. AWS expressly rejects any other terms or conditions, including but not limited to any terms granting unlimited rights or compulsory copyright ownership transfer.

4.5.3 Representations and Warranties. You represent and warrant that, as of the Effective Date and to the best of your knowledge and belief, you are not (a) suspended, debarred, or otherwise prohibited from doing business with any governmental or quasi-governmental entity; or (b) currently under official investigation by, or currently a defendant in any litigation with, a governmental or quasi-governmental entity based on fraud, bribery, kickbacks, conflicts of interest, or ethical misconduct with governmental or quasi-governmental entities or employees (collectively, “Public Sector Misconduct”). In addition, you represent and warrant that you:

4.5.3.1 Will comply with all applicable laws, regulations, rules, and contractual requirements, including, but not limited to,(a) local licensing or registration requirements applicable to provision of AWS Training in each Authorized Territory, and (b) local public procurement rules applicable to the provision of AWS Training in accordance with the AWS Partner Network Terms, these Additional Terms and any Resale Training Order Form, to Public Sector End Customers in each Authorized Territory. You will not provide any AWS Training to any Public Sector End Customer where doing so would result in any liability for AWS; and

4.5.3.2 Will immediately notify AWS of (i) any official complaint, litigation, or other regulatory proceedings against you or any of your officers or employees regarding suspected or alleged Public Sector Misconduct in connection with resale of AWS Training; or (ii) any finding by any judicial, governmental, or regulatory entity that you are or will be suspended, debarred, or otherwise prohibited from doing business with any Public Sector End Customer(s). Such notice must be sent via email to aws-compliance-report@amazon.com.

5.1 Requirements. AWS authorizes you to resell AWS Certifications purchased solely from an AWS Authorized Certification Supplier as provided in the ATP Program Guide. You may resell AWS Certifications to End Customers located in the Authorized Territory. You may not resell to any third party where such resale would be illegal. You will be the seller of record for AWS Certifications you purchase, and are responsible for identifying and paying any applicable taxes. You must have an AWS Customer Agreement to resell AWS Certifications, and at least one Company Representative must complete the Improve Customer Outcomes with AWS Training & Certification training. Termination of your AWS Customer Agreement automatically terminates your authorization to resell AWS Certifications under this Section 5.

5.2 AWS Discount. You will receive the discount described in the ATP Program Guide for AWS Certifications you resell.

5.3 End Customer Agreements. In addition to the requirements in Section 1.9 above, you will ensure that End Customers comply with relevant obligations under the AWS Certification Program Agreement, available at https://aws.amazon.com/certification/certification-agreement/ and that the terms of any agreement between you and your End Customers regarding AWS Certification are consistent with the AWS Certification Program Agreement.  

6.1 Term. These Additional Terms will commence on the Effective Date and will remain in effect until terminated as set forth in the AWS Partner Network Terms (“Term”).

6.2 Effect of Termination. Upon the termination: (a) except as provided in Section 6.3.2, your rights under these Additional Terms will immediately terminate; (b) you remain responsible for all fees and charges incurred by you through Resale Training Order Forms; (c) Sections 1.10, 6, 7, and 8 will continue to apply in accordance with their terms; and (d) notwithstanding the foregoing, the license to the ATP Partner Logo in and to the AWS Training Courseware, Digital Training content, and AWS Certification content is revoked.

6.3 Wind Down.

6.3.1 Upon notice of termination of these Additional Terms or notice of any change in authorization that results in an End Customer no longer being able to purchase AWS Training or AWS Certifications from you, (i) you will immediately ask the End Customer for consent to provide to AWS the point of contact name and contact information (including telephone number and email address) for each affected End Customer, in order to allow AWS to contact such End Customers; and (ii) you and AWS will cooperate to develop a wind-down plan for affected End Customers. Upon End Customer’s request, you will cooperate with AWS to facilitate an orderly and seamless wind down and migration from you to AWS or to another entity selling, publishing, or reselling AWS Training and AWS Certifications.

6.3.2 You may continue to provide AWS Training and AWS Certifications to End Customers in accordance with these Additional Terms during the 30-day period following a notice of termination, provided that (i) you remain in compliance with these Additional Terms; (ii) a wind-down plan is agreed between you and AWS; (iii) AWS is satisfied in its sole discretion that it will be paid for such AWS Training or the AWS Authorized Certification Supplier is satisfied in its sole discretion that it will be paid for such AWS Certifications, as applicable; and (iv) such continued provision of AWS Training and AWS Certifications does not violate law.

7.1 No Revenue Guarantee. You acknowledge and agree that: you have no expectation and have received no assurances (i) that your business relationship with AWS or AWS’s affiliates will continue beyond the Term of these Additional Terms, (ii) that any investment by you in connection with these Additional Terms will be recovered or recouped, or (iii) that you will obtain any anticipated amount of profits or revenue; and you will not have or acquire by virtue of these Additional Terms or otherwise any vested, proprietary, or other right in the promotion of any products or services provided by AWS or AWS’s affiliates or in any goodwill created by your efforts.

Defined terms used in these Additional Terms with initial letters capitalized have the meanings given below:

“ATP Program Guide” means the AWS Training Partner Program Guide AWS provides to you detailing AWS Training you are authorized to sell, deliver, publish, or resell, as may be updated by AWS from time to time.

“Authorized Capability” means the capability or capabilities of AWS Training identified (and agreed to) by you and AWS, and for which AWS has authorized you to provide, which may include the sale and delivery of Classroom Training, the publishing of Digital Training, or the resale of AWS Training.

“Authorized Territory” means the territory or territories set forth in the ATP Program Guide.

“AWS Authorized Instructor” means a Company Representative that has met AWS’s requirements applicable to AWS Authorized Instructors under the ATP Program.

“AWS Certification” means the AWS Certification Exam Vouchers provided through the AWS Authorized Certification Supplier.

“AWS Customer Agreement” means either (1) AWS’s standard user agreement located at http://aws.amazon.com/agreement (and any successor or related locations designated by AWS), unless (2) below applies, or (2) if the AWS Contracting Party is Amazon Internet Services Private Limited, then AWS’s standard user agreement located at https://aws.amazon.com/aispl/agreement/ (and any successor or related locations designated by AWS), and in each case (1)-(2) above, as such agreements may be updated by us from time to time, or other executed agreement between you and us governing your use of AWS services.

“AWS Partner Central” is the Program section of the AWS Site available only to members of the Program, located at https://partnercentral.awspartner.com/APNLogin (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.

“AWS Training” means the training programs that AWS provides in connection with the Services, and includes Classroom Training, Digital Training, labs, and other training sessions and materials. The list of AWS Training that you are authorized by AWS to sell, deliver or resale in connection with the ATP Program is available on the AWS Training Site.

“AWS Training Content” means training courseware created or made available by AWS, including through an AWS Accredited Courseware Supplier identified in the ATP Program Guide, in connection with the ATP Program, including documentation, presentation materials, Digital Training, Labs Content, student handbooks, lecture notes, training guides, and other training-related materials.

“AWS Training Partner” means those members of the Program who participate in the ATP Program.

“AWS Training Site” means https://aws.amazon.com/training/ (and any successor or related site designated by AWS as may be updated by AWS from time to time).

“AWS Training Partner Site” means https://aws.amazon.com/partners/training-partner-program (and any successor or related site designated by AWS as may be updated by AWS from time to time).

“CSAT” means a customer satisfaction survey that AWS will provide to you, to be given to all learners at the completion of Classroom Training or Digital Training you deliver or publish.

“Classroom Training” means the instructor-led AWS Training as described on the AWS Training Site at https://www.aws.training/LearningLibrary?&search=&tab=classroom (as may be updated from time to time). Classroom Training does not include Digital Training, Public Training, AWS Certifications, or any other offerings set forth on the AWS Training Site.

“Company Representative” means an individual that is currently your employee, agent or subcontractor.

“Digital Training” means AWS Training that is AWS-authored digital training content and any other digital training course(s) made available to you in the content management platform for publication or distribution in connection with the ATP Program.

“End Customer” means a person or entity who purchases or accesses AWS Training from you for its own use, not for sale to a third party.

“LMS” means your online learning management system or training community platform.

“Labs Content” means any content and materials (including test data sets, hands-on labs environments and other labs materials) created or made available by AWS for use in connection with the ATP Program, including as part of AWS approved training courses.

“Laws” means common law, statutes, regulations, codes, standards, and any rules and orders of any governmental authority having jurisdiction over your resale, delivery, or publication of AWS Training and/or your or a third party’ products, services, or materials you offer alongside AWS Training, including export regulations and privacy and data protection laws.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Program” means the AWS Partner Network Program as defined in the AWS Partner Network Terms, and includes the ATP Program described in these Additional Terms.

“Program Content” means any content and materials created or made available by AWS as defined in the AWS Partner Network Terms, and includes AWS Digital Training content, AWS Training Content and Labs Content described in these Additional Terms.

“Public Sector End Customer” means an End Customer that is an agency, organization, or other Entity that is within, part of, or is substantially owned, funded, managed or controlled by: (a) any government at any level; (b) a quasi-governmental entity (such as the World Bank); (c) an international governing/regulatory body (such as an EU institution); (d) a publicly funded institution (such as a college, university, or hospitals); or (e) a higher-tier prime contractor, consultant, or other entity working in support of the foregoing.

“Resale Training Order Form” means the agreement, mutually agreed upon between you and AWS, or its affiliate, to procure delivery of AWS-delivered Classroom Training, or Digital Training for your End Customer, which is made a part of your AWS Customer Agreement.

“Social Impact Training” means AWS Classroom Training offered as part of an express mutual commitment between AWS and you to prepare non-traditional learner groups, including underrepresented, vulnerable youth, and unemployed individuals, for global in-demand cloud jobs and to create a more inclusive global technology industry. As a provider of Social Impact Training you may be entitled to discounts on the purchase of AWS Training Content.