AWS Contracting Party Site

*** When the AWS Contracting Party for your AWS Account is Amazon Web Services India Private Limited (“AWS India”), the following clauses shall apply to such AWS Account and AWS India pursuant to your agreement with AWS India (but shall not apply to your other AWS Accounts governed by, or other AWS Contracting Parties that are party to, your agreement with AWS India): 

1.    Taxes. 

(a)    General.  All fees payable by Customer are exclusive of Indirect Taxes, except where applicable law requires otherwise. AWS can charge, and Customer will pay, applicable Indirect Taxes that AWS is legally obligated or authorized to collect from Customer. Customer will provide such information to AWS as is reasonably required to determine whether AWS is obligated to collect Indirect Taxes from Customer. AWS will not collect, and Customer will not pay, any Indirect Tax for which Customer furnishes AWS a properly completed exemption certificate or a direct payment permit certificate for which AWS can claim an available exemption from such Indirect Tax. All payments made by Customer to AWS under this Agreement will be made free and clear of any deduction or withholding, as required by law. If any such deduction or withholding (including cross-border withholding taxes) is required on any payment, Customer 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 Customer 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.

(b)    AWS India Taxes.  Notwithstanding Section 1(a) above, when the applicable AWS Contracting Party for an AWS Enterprise Account is AWS India, the provisions of this Section 1(b) will apply to such AWS Enterprise Account and AWS India in place of Section 1(a) above. All fees and charges payable under this Agreement will be exclusive of Indirect Taxes. For the purpose of this Section 1(b), Indirect Taxes include Goods and Services Tax (“GST”), which includes the Central GST ("CGST"), the State GST ("SGST"), the Union Territory GST ("UTGST"), the Integrated GST ("IGST") as may be applicable. AWS India may charge and Customer will pay Indirect Taxes, which are separately stated on an AWS India invoice. As per the statutory requirement under GST, Customer will provide all necessary information such as the correct GST registered address, legal name and GSTIN ("GST Information") in order for AWS India to issue correct GST invoices as per applicable law. In the event the GST invoice is incorrect, Customer will inform AWS India in a timely manner, to enable AWS India to correct the GST tax invoice. AWS India will determine the place of supply for the Services based on the GST Information provided by Customer and accordingly, charge GST (CGST and SGST/UTGST or IGST) on its invoice. Any withholding taxes that may be applicable to the fees and charges payable to AWS India are to the account of AWS India. Customer will pay the fees and charges in an AWS India invoice in full (gross) without applying any withholding taxes. If Customer separately deposits applicable withholding taxes on such fees and charges to the applicable government treasury and issues AWS India a withholding tax certificate evidencing such deposit, following receipt of the withholding tax certificate in original form, AWS India will reimburse to Customer an amount equal to the taxes that are evidenced as deposited.

2.    Governing Law; Venue.

(a)    General.  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 the parties. Any dispute relating in any way to this Agreement will only be adjudicated in a state or federal court located in King County, Washington. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, any party can seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its Affiliates’ or any third party’s intellectual property rights or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

(b)    AWS India Governing Law.  Notwithstanding Section 2(a) above, when the applicable AWS Contracting Party for an AWS Enterprise Account is AWS India, the provisions of this Section 2(b) will apply to such AWS Enterprise Account and AWS India in place of Section 2(a) above. This Agreement is governed by the laws of India, excluding its conflicts of law rules. All disputes and differences arising out of or in connection with this Agreement, if not resolved within 15 days (or as mutually extended in writing) through discussion between the parties, will be referred to arbitration of a sole arbitrator jointly appointed by the parties, failing which there will be three arbitrators, one nominated by each party, and the third (the presiding arbitrator) chosen by the two arbitrators so- nominated. The decision and award determined by such arbitration will be final and binding upon the parties. The arbitration will be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 of India, as may be in force from time to time. The arbitration proceedings will be conducted in English and the seat of the arbitration will be New Delhi. Notwithstanding the foregoing, any party can seek injunctive 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 rights or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.