Service Terms for AWS Marketplace Sellers

These Service Terms for AWS Marketplace Sellers (“Seller Terms”) apply to you and the entity you represent (“you” or “your”) if you promote, license, sell, provide or provide access to (“Offer”) any Offerings through AWS Marketplace. Capitalized terms will have the meanings given to them in these Seller Terms or in your AWS Agreement.

1. Definitions.

a. “AWS Processing Party” means the AWS Contracting Party identified in the table in Section 20.1.6 of the AWS Service Terms depending on the region to which you offer your Offerings.

b. “AWS Marketplace Listing Guidelines” means (a) the AWS Marketplace Seller Guide available at https://docs.aws.amazon.com/marketplace/index.html, (b) for Data Offerings only, the AWS Data Exchange User Guide set forth at https://docs.aws.amazon.com/data-exchange/index.html, and (c) for AWS IQ, the AWS IQ User Guide for Experts set forth at https://docs.aws.amazon.com/aws-iq/, each as may be updated by us from time to time.

c. “AWS Agreement” means the AWS Customer Agreement at http://aws.amazon.com/agreement, or other written agreement with AWS governing your use of the Services.

d. “AWS IQ” means the service operated by AWS located at https://aws.amazon.com/iq/, as it may be updated by us from time to time.

e. “Data Offering” means an Offering published on AWS Data Exchange that is comprised primarily of data sets or related information, together with associated descriptions of such Content, any technical support you offer for such Offering, and any related marketing or promotion materials; provided, that data sets or related information shared via data grants, including any support or promotion thereof, are not Data Offerings.

f. “Offering(s)” means any Content or services you Offer through AWS Marketplace located at https://aws.amazon.com/marketplace/, as it may be updated from time to time.

g. “Professional Service Offering” means professional services published on AWS Marketplace that are both (a) in connection with or related to AWS services or other AWS Offerings and (b) in one or more of the following categories: (i) technology training courses, (ii) software solution implementation, (iii) assessment consultations for cloud engagement (e.g., compliance assessment, architecture reviews, application portfolio/migration assessments, cost assessments or other related services), (iv) technology support services, and (v) managed services related to a cloud environment. For clarity, other than technical support included with another Offering, any professional services must be offered as a Professional Services Offering. 

h. “Subscriber(s)” means any customer(s) subscribed to your Offering(s).

i. “Subscriber Information” means any data or information to which you have access in connection with AWS Marketplace or any Offering, including data or information concerning any Subscriber, any Transaction, or any use of services offered by AWS with your Offerings.

j. “Transaction” means any sale or license of, or granting of access to a Paid Offering, including sale and resale of an Authorized Resale Product.

k. “Transaction Proceeds” means the gross sales proceeds received by us from any Transaction.

2. General. You are the seller of record and solely responsible for your Offerings and any related support you provide for your Subscribers. We are not responsible for any transaction between you and any Subscriber, or for any disputes arising out of such transaction. At our sole discretion, we may assist in resolving any dispute between you and any Subscriber. We will not retain, use, or disclose your Offerings other than to provide the Services to you.  

3. Offerings.

a. Requirements. Your Offerings must comply with the AWS Marketplace Listing Guidelines and the AWS Acceptable Use Policy. You will establish the pricing, license rights, and other terms governing the use of your Offerings when you prepare your Offering for listing on AWS Marketplace from the Offers page in the AWS Marketplace Management Portal (the “Management Portal”). We may require you to provide additional registration or other information to verify your identity or the representations you have made to us. You agree that any personal information submitted to us will be subject to the AWS Privacy Notice currently referenced at http://aws.amazon.com/privacy, as we may update it from time to time.

b. Non-Paid Offerings. An Offering where we do not process the payment of fees paid by Subscribers will not under any circumstances result in additional fees for Subscribers to your corresponding Offering (if any) where we do process the payment of fees paid by Subscribers (a “Paid Offering”).

c. Our Review or Removal of Your Offerings. We may at any time review or test your Offerings, including, without limitation, for security-related concerns or to check the accuracy of descriptions and other materials in your Offerings, as applicable. We may decline to list and may remove any of your Offerings from AWS Marketplace at any time and for any reason.

d. Disablement. We may disable your ability to Offer your Offerings on AWS Marketplace for any or no reason by providing 30 days’ written notice to you. Following disablement, (i) you will continue to provide your Offerings to existing Subscribers for at least 90 days (the “Wind-Down Period”) on terms (including price) at least as favorable as those in effect at the time of disablement, unless you are no longer making products or services similar to your Offerings commercially or otherwise publicly available; and (ii) we will continue to process all payments and refunds for Transactions and collect applicable Transaction Proceeds during the Wind-Down Period. We may terminate an existing Subscriber’s use of your Offerings (a) at any time in accordance with our agreement with the Subscriber or (b) upon your disablement.

e. Your Removal of Your Offerings. You may remove your Offering from AWS Marketplace in accordance with the AWS Marketplace Listing Guidelines. If applicable, you will support current Subscribers for at least 90 days following removal of an associated Offering.

f. Subscriber Information. Except as agreed to in writing between you and the respective Subscriber, or otherwise permitted by law, you may only use Subscriber Information for: (a) providing support for and facilitating the delivery of your Offerings; or (b) computation of your internal sales metrics. This Section does not apply to information that you acquire from Subscribers outside of your use of AWS Marketplace, even if that information is identical to Subscriber Information. You may not use Subscriber Information for any other purpose, unless otherwise agreed in writing between you and the respective Subscriber.

g. License. You grant us, our Affiliates, and our independent contractors a nonexclusive, worldwide license to: (a) reproduce, distribute, display, transmit, promote, and otherwise digitally make available to Subscribers, your Offerings; and (b) use, reproduce, display, and publish your entity name, logos, and your Offerings in connection with marketing your Offerings and AWS Marketplace. Except as expressly provided in these Seller Terms, these Seller Terms do not grant to you or AWS any right in the other party’s intellectual property. For clarity, we will not pay you any fees where we are using your Offerings for our testing, support, demonstration, or other sales support of your Offerings as necessary to exercise our rights under these Seller Terms.

4. Reselling on AWS Marketplace. If you use AWS Marketplace to (a) authorize resellers of your Paid Offering or (b) accept authorization by a listing owner as a reseller, then these Seller Terms incorporate the AWS Marketplace Resale Addendum.

5. Data Offerings. If you Offer any Data Offerings, then the AWS Data Exchange Service Terms apply to your use of AWS Marketplace. The provisions of the AWS Data Exchange Service Terms regarding Data Offering are in addition to any other applicable provisions of these Seller Terms.

6. Representations and Warranties. You represent and warrant to us that:

a. You have and will ensure that any third parties acting on your behalf, or any third parties for which you are responsible, have the lawful right and necessary authorizations or licenses to any of your Offerings and the sale or license of your Offerings.  

b. The sale or license of your Offerings, including any AWS IQ and Professional Service Offerings, shall not violate any rights, licenses or authorizations, or applicable laws and regulations, and you will comply with the trade compliance requirements of your AWS Agreement as it applies to your Offerings or services in AWS Marketplace, including those that you list directly or that which you may list or sell on behalf of third parties.

7. Payments

a. Appointment. You appoint the applicable AWS Processing Party as your payment processing agent for the limited purpose of receiving payments on your behalf from Subscribers. On your behalf, the applicable AWS Processing Party will process all payments and refunds for Transactions and collect the applicable Transaction Proceeds. The applicable AWS Processing Party’s receipt of funds from Subscribers on your behalf will be deemed to be your receipt of funds from Subscribers, and will accordingly discharge the payment obligations owed to you by Subscribers in the applicable amount.

b. AWS EMEA. Notwithstanding the foregoing, if Amazon Web Services EMEA SARL (“AWS EMEA”) is your AWS Processing Party, you agree to use Amazon Payments Europe s.c.a. (“APE”) for the purpose of receiving payments on your behalf from Subscribers and for disbursing funds to you pursuant to the “Amazon Payments Europe – AWS Marketplace EMEA Agreement” between you and APE (“APE Agreement”). You acknowledge that APE will perform certain functions of AWS EMEA in accordance with the APE Agreement while you are a customer of APE.

c. Billing and Collection. You will ensure that all fees and charges payable by Subscribers for your Offerings (other than those that allow Subscribers to use an existing license) are billed and collected through us (except any tax invoices you are required to issue in accordance with Section 7(g)), and you will not offer or establish any alternative means of payment; provided that, in the event of Subscriber’s material default of your agreement with Subscriber (including nonpayment after 90 days from the payment due date set forth on Subscriber’s AWS invoice), you will pursue any remedies available to you in your agreement with the Subscriber. You agree that AWS will control the invoice payment (except any taxes you are required to collect in accordance with Section 7(g)) and that any tax terms between you and Subscribers will comply with these Seller Terms and the Subscriber’s AWS Agreement. Other than with respect to Data Offerings, we may at our discretion impose limits relating to the value of any Transaction or disbursement, the cumulative value of all Transactions or disbursements during a time period, or the number of Transactions during a time period. We may withhold for investigation, or refuse to process, any of your Transactions that we suspect is fraudulent, unlawful, or otherwise violates these Seller Terms.

d. Remittance. At the end of each month, the applicable AWS Processing Party will pay to you all previously unpaid Transaction Proceeds that we have collected as of two business days before the date of payment. We will deduct from each payment any amounts due to us and taxes related to your Offerings and the associated Transactions. We may also withhold, deduct, or setoff any amounts payable by you to us or our affiliates under these Seller Terms against any Transaction Proceeds. All payments to you will be sent through the Automated Clearing House (“ACH”) system to your designated bank account. If there is an error in the processing of any Transaction, you authorize us to debit or credit your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we cannot debit your designated bank account for any reason, you authorize us to: (a) resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us; or (b) deduct the debit and applicable fees from future Transaction Proceeds.

e. Risk of Loss. We will bear the risk of fraud associated with our provision of the web services offered by AWS, which does not include your Offerings. You will bear all other risk of fraud or loss, including the risk of chargebacks or credit card fraud associated with your Transactions. We do not guarantee payment on behalf of any Subscriber. If we receive a chargeback or determine that a payment related to a Transaction resulted from fraud, then you will promptly reimburse us for the total amount of any applicable Transaction Proceeds paid to you, as well as all credit card association, bank or other payment processing, re-presentment, and penalty fees associated with the original Transaction.

f. Cancellations and Refunds. You will accept and process cancellations of, and provide refunds and adjustments for, your Offerings in accordance with the cancellation and refund policy posted at the time of the applicable Transaction and as otherwise required by AWS Marketplace Listing Guidelines or law. You will route all Transaction refund (and adjustment) payments through us.

g. Taxes. You are responsible for the calculation, invoicing (if required), validation and payment of all sales, use, excise, import, export, value-added, withholding and other taxes, duties and fees assessed, incurred or required to be collected (“Taxes”) or paid for any reason in connection with any Transaction and with your Offerings. We need not determine whether any Taxes apply to any Transaction, and we are not responsible for collecting Taxes, issuing tax invoices or remitting Taxes to any taxing authority for any Transaction, or for reporting any information (including the payment of Taxes) for any Transaction.

Despite the foregoing, when we are legally obligated by a valid taxing authority (see https://aws.amazon.com/tax-help/marketplace-sellers), we will calculate, collect and remit Taxes, and we will provide Subscribers with a compliant tax invoice (where applicable). Where required by a governmental authority, AWS will report required details and transactions.  Regardless of whether you or AWS is responsible for collection and remittance of Taxes, you will provide any relevant party to the Transaction with any information reasonably requested to reduce or eliminate the amount of withholding or deduction for taxes or to satisfy information reporting or withholding tax obligations, in each case, with respect to any payments under these Seller Terms or your AWS Agreement. All fees and payments payable by you to AWS under these Seller Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes). For clarity, you are responsible for any such taxes as set forth in Section 3.2 of your AWS Agreement.

Notwithstanding anything to the contrary herein, nothing in these Seller Terms shall, or shall be interpreted or construed to, induce or require you or AWS to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any laws, regulations, rules or requirements that apply to you or AWS.

Additional Provisions for Certain Jurisdictions

8. Indemnification. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their and our respective employees, officers, directors, and representatives from and against any Losses, actions or causes of action (including reasonable attorneys’ fees) arising out of or relating to any third party claim, including any claim brought by a listing owner or reseller against us: (a) alleging that your Offerings (or reseller content, if applicable), or the copying, use, distribution, sale, development, design, production, advertising or marketing thereof, infringes or misappropriates any third-party rights; (b) relating to a dispute between you and any listing owner, reseller, or Subscriber to your Offering; (c) relating to any royalties or payments due by you to any third parties as a result of these Seller Terms; (d) relating to any actual or alleged violation of law, gross negligence, willful misconduct, or fraud by you or third parties performing services or acting on your behalf relating to your Offering; (e) concerning any claim or demand for payment of any Taxes imposed in connection with any Transaction, and for any fines, penalties, or similar charges imposed as a result of your failure to collect, remit, or report any Taxes in connection with any Transaction; (f) relating to any actual or alleged breach of your representations, warranties or covenants set forth in these Seller Terms, and (g) relating to any claim by your employees, agents, consultants, subcontractors or other third parties performing services on your behalf relating to workers compensation or other benefits. For clarity, the indemnification obligations set forth in this Section are in addition to, and not in lieu of, any other indemnification obligations set forth in your AWS Agreement and these Seller Terms and will be subject to the same processes for indemnification obligations set forth in your AWS Agreement.

9. Limitations of Liability. Section 9 of your AWS Agreement applies to your use of AWS Marketplace. All limitations of liability, including those set forth in Section 9 of your AWS Agreement, exclude damages or costs as they are related to or arise from your indemnification obligations set forth in these Seller Terms.

10. Survival. Sections 2, 3.7, 3.8, 8, 9 and 10 will survive any removal or disablement under these Seller Terms and the termination or expiration of your AWS Agreement.

Appendix: AWS Marketplace Resale Addendum

This AWS Marketplace Resale Addendum (this “Addendum”) supplements Section 20 of the AWS Service Terms available at https://aws.amazon.com/service-terms/ (as may be updated from time to time, the “AWS Marketplace Service Terms”). This Addendum is an agreement between you and the entity you represent (“you” or “your”) and the applicable AWS Contracting Parties under the AWS Marketplace Service Terms (together “AWS”). The provisions of this Addendum are in addition to any other applicable provisions of the AWS Marketplace Service Terms. Unless otherwise defined in this Addendum, all capitalized terms used in this Addendum will have the meanings given to them in the AWS Marketplace Service Terms.  

1. General.

a. Apart from third party services listed in AWS IQ, you may use AWS Marketplace to: (i) authorize resellers of your Paid Offering (in such case, you are a “Listing Owner” and each such product, an “Authorized Resale Product”); or (ii) accept authorization by a Listing Owner as a reseller (in such case, you are an “Authorized Reseller”). Paid Offering by an Authorized Reseller includes Authorized Resale Products and any additional paid services provided for Subscribers (such additional portion, “Reseller Content”).

b. The Authorized Reseller is the seller of record for its Paid Offerings. Each resale by an Authorized Reseller of an Authorized Resale Product to a Subscriber will result in a contemporaneous sale of the same Authorized Resale Product from Listing Owner to Authorized Reseller.

c. Nonpayment by Subscribers to Authorized Resellers will not excuse payments owed by Authorized Resellers to Listing Owners.

d. Unless otherwise agreed to between Listing Owner and Authorized Reseller, after such resale authorization terminates, Listing Owner will continue to support the existing Subscribers of Authorized Resale Products until their subscriptions expire.

2. Establishing Resellers. Listing Owner shall use the Management Portal or similar mechanism to create “opportunities” that designate the Authorized Reseller(s) for the applicable Authorized Resale Products (each such opportunity, an “AWS Marketplace Reseller Authorization”). By creating an AWS Marketplace Reseller Authorization, Listing Owner agrees to sell to the applicable Authorized Reseller the specified Authorized Resale Products for resale only and authorizes Authorized Reseller to issue offers for, and resell via offers, the same Authorized Resale Products to Subscribers in AWS Marketplace. An Authorized Reseller is deemed to have accepted an AWS Marketplace Reseller Authorization when such Authorized Reseller acts on such AWS Marketplace Reseller Authorization to create resale transactions to Subscribers. By accepting an AWS Marketplace Reseller Authorization, Authorized Reseller agrees to purchase the Authorized Resale Products from Listing Owner at the designated price set forth in the applicable AWS Marketplace Reseller Authorization solely for resale to Subscribers and to conduct such resales using offers in AWS Marketplace.

3. Price Modifications. To the extent that Listing Owner’s price to Authorized Reseller for an Authorized Resale Product is based on the publicly available price of the corresponding Paid Listing, Listing Owner and Authorized Reseller acknowledge and agree that if Listing Owner modifies the publicly available price for the corresponding Paid Listing, such modification will also modify the price Authorized Reseller pays to Listing Owner for sale of such Authorized Resale Product under the applicable AWS Marketplace Reseller Authorization. Modification of the publicly available price by Listing Owner will not modify the pricing payable by Authorized Reseller for Authorized Resale Products (i) already purchased by Authorized Reseller, or (ii) already offered for resale by Authorized Reseller prior to Listing Owner’s price modification.

4. Use of Data. Unless otherwise agreed by the applicable Subscriber, as between Authorized Reseller and Listing Owner, Subscribers are purchasing Authorized Resale Products only from Authorized Reseller and such resales by Authorized Reseller do not create a Subscriber relationship with Listing Owner. Authorized Reseller will not, except as expressly permitted under the AWS Marketplace Service Terms, disclose to Listing Owner any Subscriber Information arising from Authorized Reseller’s resale of Authorized Resale Products to Subscribers or allow Listing Owner to use any such Subscriber Information. Listing Owner and Authorized Reseller each represent, warrant and covenant that any data or information that it transmits or provides to us or to the other, including any such data or information that we convey to Listing Owner or Authorized Reseller for the other in connection with this AWS Marketplace feature or any Transactions contemplated by this Section, whether proposed or actual, was collected, stored, processed, disclosed and used consistent, in all ways, with applicable privacy policies and law, and that the receipt, storage, use, processing, disclosure or transmission of such data by us or others in connection with this AWS Marketplace feature and the Transactions contemplated by this Section does not require and does not depend on the need to obtain any additional consents, authorization, or other rights or permissions from any other person or entity.

5. Termination of Reseller Authorization. Either Listing Owner or Authorized Reseller (for the purposes of this Section, the “Terminating Party”) may terminate an applicable AWS Marketplace Reseller Authorization through the Management Portal or by using a similar mechanism to notify us at any time that it wishes to terminate. The Terminating Party represents and warrants that its termination of any AWS Marketplace Reseller Authorization complies with the terms and conditions of its agreement with Authorized Reseller or Listing Owner, as applicable.

6. Implementation of Termination. Upon receipt of a termination notice under Section 5 or upon any termination of the AWS Agreement by Listing Owner or Authorized Reseller, we will implement such termination within a reasonable period by (i) removing (a) Authorized Reseller’s ability to purchase Authorized Resale Products from Listing Owner under the applicable AWS Marketplace Reseller Authorization, and (b) Authorized Reseller’s ability to issue offers for the same for resale to Subscribers and (ii) removing any offers for Authorized Resale Products issued by Authorized Reseller that have not yet been consummated. Once termination is implemented, we will not facilitate any further Transactions set forth in the applicable AWS Marketplace Reseller Authorization (ongoing subscriptions obtained through earlier Transactions will not be affected). However, Listing Owner and Authorized Reseller acknowledge and agree we may continue to facilitate Transactions under applicable AWS Marketplace Reseller Authorization until implementation of termination is complete, and this Addendum and the AWS Marketplace Service Terms will continue to apply to such Transactions.

7. No Interference. Neither Listing Owner nor Authorized Reseller will interfere with or prejudice the other’s performance of its obligations under this Addendum or the AWS Marketplace Service Terms before or after termination of any AWS Marketplace Reseller Authorization.

8. Resale Transaction Proceeds. Amounts payable to Listing Owners from Authorized Resellers for the sale of Authorized Resale Products will be disbursed from Transaction Proceeds that we collect from the contemporaneous resale of such Authorized Resale Products by Authorized Resellers. We do not separately collect payment from Authorized Resellers of the price payable to Listing Owners for sales of Authorized Resale Products. We will disburse Transaction Proceeds from each resale of an Authorized Resale Product in the following order: (i) we will deduct the Listing Owner Listing Fee for the contemporaneous sale from Listing Owner to Authorized Reseller, (ii) we will disburse remaining Transaction Proceeds to Listing Owner up to the price for the Authorized Resale Product payable by the Authorized Reseller as set forth in the applicable AWS Marketplace Reseller Authorization, and (iii) we will disburse any remaining Transaction Proceeds to Authorized Reseller. We do not guarantee payment to Listing Owner on behalf of Authorized Reseller. Without limiting the generality of the foregoing, Listing Owner will bear the sole risk of payment in full from Authorized Reseller. If following payment from us to Listing Owner of Transaction Proceeds as set forth above, there is any Shortfall, such Shortfall must be paid by the Authorized Reseller. We have no obligation or liability for any such Shortfall or Authorized Reseller debt. “Listing Owner Listing Fee” means a percentage of the price payable to Listing Owner by Reseller for the sale of Authorized Resale Products by Listing Owner to Authorized Reseller, as determined in accordance with the listing fees set forth at https://docs.aws.amazon.com/marketplace/latest/userguide/listing-fees.html. “Shortfall” means the amount of the shortfall in available Transaction Proceeds from the resale of Authorized Resale Products from Authorized Reseller to Subscribers, where, after deduction of the Listing Owner Listing Fee, the remaining Transaction Proceeds are less than the price of the Authorized Resale Products in the contemporaneous sale from Listing Owner to Reseller.