AWS Partner Network Terms & Conditions
Last Updated: November 1, 2020
These AWS Partner Network Terms & Conditions (these "Terms") contain the terms and conditions that govern your participation in the AWS Partner Network Program (the "Program") and are an agreement between Amazon Web Services, Inc. (or its affiliate as noted in Section 10 below) (“AWS,” “we,” “us,” or “our”) and you or the entity you represent (“you“). These Terms take effect when you check the box presented with these Terms or, if earlier, when you receive any Program benefits (“Effective Date”). You represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms on behalf of an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1.1 Joining the Program. To join the Program, you must submit a complete program application through http://aws.amazon.com/partners (the “Site”), be bound by the applicable Customer Agreement (as defined below), and be accepted into the Program. For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services.
1.2 Program Benefits. If you are accepted into the Program, you may receive certain benefits described on the Site. Any benefits you receive in connection with the Program are governed by these Terms.
1.3 Program Administration. We may from time to time use the contact details you provided to send you information about AWS or the Program or other information that we think may be of interest to you. You give us permission to collect, store, use, disclose and process any information that you provide to us in connection with the Program, including any information from your use of the Site or any third party websites and software, in accordance with the AWS privacy notice currently referenced at http://aws.amazon.com/privacy, as it may be updated by us from time to time. In some cases, we may disclose your information to a recipient in another country.
1.4 Fees. You will pay any applicable fees identified on the Site to participate in certain Program benefits. Each year during your participation in the Program, any applicable fees described on the Site will be billed to the AWS Account that you originally used to register with the Program. All fees paid to AWS or its affiliate in connection with the Program will be non-refundable.
1.5 Your Conduct. You will at all times (a) conduct your activities in the Program in a professional and competent manner, (b) comply with all applicable laws, regulations and orders of any governmental authority, and (c) not engage in any illegal, harmful, false or deceptive acts or practices.
1.6 Independent Parties. You and AWS are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “partner” refers solely to membership in the AWS Partner Network. Neither party nor any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.
1.7 Additional Terms. Your use of our services is governed by the terms and conditions set out in the AWS Customer Agreement or other agreement governing your use of our services (the “Customer Agreement”). You may be required to agree to additional terms and conditions (“Additional Terms”), including third-party terms, in order to participate in specific opportunities or receive certain benefits as part of the Program. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control, except that these Terms will control with respect to any Additional Terms from a third party.
2. Publicity and Marketing
2.1 Partner Materials. We may list your name, website, and other general contact information on the Site. You grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to use any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us (collectively, “Your Marks”) in connection with the Program, which may include the Site, customer lists, commercial presentations, flyers, brochures, newsletters, and other similar resources. You may elect (but are not obligated) to provide to AWS or its affiliates other text, images, web content, audio, video, or other content (excluding software) (“Additional Materials”), and you grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to reproduce, publish, distribute and translate all or any part of such Additional Materials in connection with the Program. You will ensure you have all rights necessary to grant to AWS and its affiliates the rights described in this Section. AWS may make reasonable changes or alterations to Your Marks or your Additional Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Marks and your Additional Materials.
2.2 Identifying Yourself as an AWS Partner Network Member. You may not issue any press release or other public statement with respect to your participation in the Program without our prior written consent. If interacting with the U.S. federal government about our services, you must explain that you are participating in the Program. If your participation in the Program qualifies as described on the Site (each qualified partner, a “Logo Partner”), we may make available to you a small graphic image that identifies you as a Program participant (the “AWS Partner Network Logo”), which we may modify from time to time. We grant Logo Partners a non-exclusive, worldwide, royalty-free, revocable license to display the most recent version of the AWS Partner Network Logo on their website or in their own offline materials (e.g., in any printed material, mailing, or other document) solely to identify their participation in the Program. Any use of the AWS Partner Network Logo outside the scope of the foregoing license requires our prior written permission. You may not modify the AWS Partner Network Logo in any way. You may not transfer, assign or sublicense your limited permission to use the AWS Partner Network Logo to any other person or entity. When using the AWS Partner Network Logo, you will follow the Trademark Use Guidelines posted on the Site, as those guidelines may be updated from time to time. We may revoke your license (if any) to use any AWS Partner Network Logo at any time by giving you written notice. We reserve all rights in the AWS Partner Network Logo and related intellectual property rights and, except as expressly described in this Section, no rights to the AWS Partner Network Logo or related intellectual property rights are transferred or licensed pursuant to these Terms. For the avoidance of doubt, if you do not qualify as a Logo Partner, you may not refer to yourself as a “partner” of AWS or a member of the AWS Partner Network, and you may not use the AWS Partner Network Logo.
3. Program Content & Information
3.1 Program Content. AWS may provide to you as a Program benefit text, images, web content, audio, video, or other content (excluding software) through a variety of means including through the Site and third-party websites and software (“Program Content”).
3.2 Ownership and Use of Program Content. We own and reserve all right, title, and interest in and to the Program Content. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to reproduce and distribute the Program Content during the Term (as defined in Section 5) solely for the purpose of marketing our services to your customers. Except as provided in this Section, you obtain no rights under these Terms from us to the Program Content, including any related intellectual property rights.
3.3 Program Content Restrictions. You agree that you will not use the Program Content in any manner or for any purpose other than as expressly permitted by these Terms. You may not and may not attempt to: (a) except as permitted in Section 3.2, use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; or (b) modify, alter or otherwise create derivative works of any Program Content. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, any copyright infringement or other intellectual property infringement claim regarding the Program Content you have used.
3.4 Your Contributions, Submissions and Case Studies.
(a) If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to us you hereby irrevocably assign to us all right, title, and interest in and to the Contributions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Contributions.
(b) If you provide any code for sample code repositories or Quick Start templates (“Submissions”), your Submissions will be governed by the terms of the Apache License, Version 2.0, unless you request, and we consent in writing, to another license supported by us.
(c) If you provide any written or recorded case studies or testimonials (“Case Studies”) to us, you hereby authorize AWS to reproduce, publish, distribute and/or translate the Case Studies, along with your company name and logo, for marketing purposes (i) on websites operated by AWS, including the Site; (ii) on the AWS video repository on www.YouTube.com; and/or (iii) in commercial presentations.
You represent and warrant that your Contributions, Submissions, and Case Studies do not violate any rights of any third party, and you have full rights and authority to grant the foregoing rights to us without needing additional approval from, or creating monetary liability to, any third party.
3.5 Confidential Information. You agree that any nonpublic information disclosed by AWS in connection with the Program will be treated as confidential information under the terms of the Customer Agreement, or such other agreement between you and AWS governing the use of confidential information. You will treat any information regarding any third-party, including information relating to an identified or identifiable person, (“Third-Party Data”) that AWS provides to you as confidential information, and you will only use such Third-Party Data to market your goods and services in connection with AWS and its services with our express permission.
3.6 Third-Party Data. For any Third-Party Data you provide to AWS, you represent and warrant that you have received all necessary consents for (a) you to share the Third Party Data with AWS and its Affiliates, and (b) AWS and its Affiliates to use the Third-Party Data to contact its subject(s) to market our goods and services and the Program.
4. Funding Programs
4.1 Funding Benefits. We may, at our sole discretion, provide you with funding to support your proof-of-concept projects, market development activities, customer migrations, or other similar projects (“Projects”).
4.2 Claim. You will only request funding from us for a Project if you have (a) successfully completed the Project in accordance with your Project proposal to AWS, any applicable Program guidance, and any conditions imposed in our preapproval confirmation for the Project, (b) only performed work on the Project in jurisdictions approved by AWS, and (c) completed the Project in compliance with these Terms.
4.3 Our Role. You agree that AWS and its affiliates, and their respective employees, officers, directors, and representatives will have no liability, and will be held harmless by you to the maximum extent permitted by law for any liability, loss, injury, or damage to property or to person, and reasonable attorney’s fees and court costs, arising in connection with a Project.
5. Term and Termination
These Terms will commence on the Effective Date and will remain in effect until terminated (“Term”), except that these Terms will automatically terminate upon any termination of the applicable Customer Agreement. Either party may, by giving at least 30 days’ notice in accordance with the applicable Customer Agreement, terminate these Terms for any or no reason. If these Terms are terminated for any reason: (a) all licenses granted by you or us will terminate; (b) you will immediately cease use of, and remove from your site, all Materials (as defined in Section 6 below); and (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or AWS partner.
THE PROGRAM AND THE AWS PARTNER NETWORK LOGO, PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM (COLLECTIVELY THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM OR MATERIALS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ANY WARRANTIES THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE UNITED NATIONS CONVENTION FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
7. Limitation of Liability
WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS, THE PROGRAM, OR YOUR USE OF OR ACCESS TO MATERIALS. THE AGGREGATE LIABILITY OF AWS AND OUR AFFILIATES ARISING IN CONNECTION WITH THE PROGRAM AND MATERIALS WILL BE LIMITED TO A REFUND OF THE FEES REFERRED TO IN SECTION 1.4 PAID OR PAYABLE IN THE 12 MONTH PERIOD BEFORE THE LATEST CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
We may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. We will notify you of changes by posting them on the Site or by sending you an email using the email address provided to us in your application for the Program. You are responsible for checking the 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 and be bound by the most current version of these Terms. We last modified these Terms on the date listed at the beginning of these Terms.
9.1 Assignment; No Third Party Beneficiaries. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for AWS as a party to these Terms and AWS is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.
9.2 No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.
9.3 Entire Agreement; English Language. These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter herein. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding their subject matter. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
9.4 Ratings & Feedback. AWS may use mechanisms that rate, or allow customers to rate, your products or services, and may make these ratings and feedback publicly available.
9.5 Governing Law; Venue. The laws of the State of Washington, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. Any dispute relating in any way to the AWS Materials or these Terms will be adjudicated in any state or federal court in King County, Washington. Each party consents to exclusive jurisdiction and venue in these courts. Either party may seek injunctive or other 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 or other proprietary rights.
9.6 Trade Compliance. You represent and warrant that you and your financial institution(s), or any party that owns or controls you or your financial institution, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
9.7 Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms 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 these Terms but the rest of these Terms will remain in full force and effect.
10. Special Provisions for Certain Jurisdictions
Notwithstanding anything to the contrary contained in these Terms:
10.1 India. If the address associated with your AWS Account is in India:
(a) The AWS contracting entity is:
Amazon Internet Services Private Limited
Ground Floor, EROS Plaza, Eros Corporate Centre, Nehru place, New Delhi, India - 110019
Attention: Legal Department
(b) “Customer Agreement” means the AISPL Customer Agreement or other agreement governing your use of our services.
(c) Notwithstanding Section 9.5, (i) these Terms are governed by the laws of India, (ii) any dispute relating in any way to the Materials or these Terms, if not resolved within 15 days through discussion between the parties, will be referred to arbitration by a sole arbitrator appointed by AWS, (iii) each party acknowledges and agrees that the decision and award determined by such arbitration will be final and binding upon the parties, (iv) the arbitration will be conducted in accordance with the provision of the (Indian) Arbitration and Conciliation Act, 1996, as may be in force from time to time, and (v) the arbitration proceeding will be conducted in English and the seat of arbitration will be New Delhi, India.
(d) Each party will be responsible for identifying, paying and reporting to the relevant authorities all taxes and other governmental fees and charges (and any penalties, interest, and other charges) that are imposed on that party or otherwise required by the transactions governed by these Terms. You may charge and we will pay applicable national, state or local sales or use taxes, value added taxes (“VAT”), or goods and services taxes (“GST”) or similar transaction taxes that you are legally obligated to pay to governmental authorities (collectively, “Taxes”). Your original invoice to us must state those Taxes separately and meet the requirements for a compliant tax invoice. You will submit to us a valid invoice for VAT, GST and similar Taxes, and comply with all applicable tax filing and reporting requirements with respect to any payments under these Terms. We may withhold payment of any benefits until you provide invoices that comply with this provision. We may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by that certificate. We may deduct or withhold any Taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under these Terms, and payment to you as reduced by those deductions or withholdings will constitute full payment and settlement to you of amounts payable under these Terms. You will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations, and to establish your compliance with applicable tax filing requirements, with respect to any payments under these Terms.
10.2 EMEA. If the AWS Contracting Party under your Customer Agreement is Amazon Web Services EMEA SARL then:
(a) These Terms are an agreement between you and:
Amazon Web Services EMEA SARL
38 avenue John F. Kennedy
Facsimile: 352 2789 0057
Attention: Legal Department
(b) Notwithstanding Section 9.5, the laws of Luxembourg, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between you and us. Any dispute relating in any way to these Terms, including where a party seeks interim relief, will be adjudicated in a court of district of Luxembourg.
10.3 China. If you are an entity incorporated in mainland China and your AWS Account associated with the Program is an AWS Account opened with Beijing Sinnet Technology Co., Ltd. (“Sinnet”) and/or Ningxia Western Cloud Data Technology Co., Ltd. (“NWCD”), the following terms apply:
(a) The AWS contracting entity is Amazon Connect Technology Services (Beijing) Co., Ltd. (“ACTS”).
(b) “Customer Agreement” means the Sinnet Customer Agreement for AWS (Beijing Region) between you and Sinnet located at https://www.amazonaws.cn/agreement/beijing/, and/or Western Cloud Data Customer Agreement for AWS (Ningxia Region) between you and NWCD located at https://www.amazonaws.cn/agreement/ningxia/, as the case may be (and any successor or related locations designated by Sinnet or NWCD), in each case as may be updated by Sinnet or NWCD from time to time, or other executed agreement between you and Sinnet or NWCD, as the case may be, governing your use of AWS services in the AWS (Beijing Region) or the AWS (Ningxia Region), respectively.
(c) The first sentence of Section 3.5 is replaced with the following: “You agree that any nonpublic information disclosed by AWS in connection with the Program will be treated as AWS confidential information and be subject to this Section 3.5 or such other agreement between you and AWS governing the use of confidential information. You will not disclose AWS confidential information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of such AWS confidential information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.”
(d) The second sentence of Section 5 is replaced with the following: “Either party may, by giving at least 30 days’ advance notice in accordance with Section 10.3(f), terminate these Terms for any or no reason.”
(e) Notwithstanding Section 9.5, these Terms are governed by the laws of the People’s Republic of China excluding any conflicts of laws rules or principles. Any dispute relating in any way to the AWS Materials or these Terms will be submitted to the China International Economic and Trade Arbitration Commission for arbitration in Beijing, which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The number of arbitrators shall be three.
(1) To You. We may provide any notice to you under these Terms by: (i) posting a notice on http://aws.amazon.com (and any successor or related site designated by us), as may be updated by us from time to time (the “AWS Site”); or (ii) sending a message to the email address then associated with your Program account. Notices we provide by posting on the AWS 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 Program account when we send the email, whether or not you actually receive the email.
(2) To Us. To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier or registered or certified mail to the address listed below:
Amazon Connect Technology Services (Beijing) Co., Ltd.
4F, Central Building B21, Universal Business Park,
No. 10 Jiuxianqiao Road, Chaoyang District,
Beijing, P.R. China
Attention: Legal Department
Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
(g) Notwithstanding anything to the contrary in these Terms, if any benefits in connection with the Program involve AWS promotional credits (“Promotional Credit”) for the AWS China Regions, the following terms apply:
The service operator and provider for the AWS China (Beijing Region) is Sinnet, and the service operator and provider for the AWS China (Ningxia Region) is NWCD. ACTS may make a suggestion to Sinnet and NWCD regarding benefits in the form of Promotional Credits that may apply to you, but the final decision regarding any such benefits will be made by Sinnet and NWCD. Promotional Credits applicable to AWS China Regions are issued by Sinnet and NWCD and are governed by the AWS Promotional Credit Terms & Conditions located at https://www.amazonaws.cn/en/promotional-terms/ (and any successor or related locations designated by Sinnet or NWCD), as may be updated by Sinnet or NWCD from time to time.
10.4 South Africa. If the AWS Contracting Party under your Customer Agreement is Amazon Web Services South Africa Proprietary Limited, then:
(a) These Terms are an agreement between you and:
(b) Notwithstanding Section 9.5, The laws of the Republic of South Africa, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. The United Nations Convention on the International Sales of Goods will not apply.
(c) Any controversy, dispute or claim arising under or in connection with these Terms, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the Arbitration Foundation of Southern Africa which are incorporated by reference into this clause. Judgment on the arbitral award must be entered in the South Gauteng High Court. The arbitration will take place in Johannesburg. The language to be used in the arbitral proceedings will be English. Arbitration will be conducted by three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by any party and will constitute Confidential Information under the NDA (if any).
10.5 Brazil. If the AWS Contracting Party under your Customer Agreement is Amazon AWS Serviços Brasil Ltda., then:
(a) These Terms are an agreement between you and:
(b) All fees payable by you are inclusive of Taxes pursuant to the law and regulations of Brazil. We may charge and you will pay applicable Taxes that we are legally obligated or authorized to collect from you.
(c) “Taxes” means applicable taxes, contributions of any kind and others transactions taxes, as defined by the Brazilian tax law, in connection with this Contract or its execution.
(d) Notwithstanding Section 9.5, The laws of Brazil, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. The United Nations Convention on the International Sales of Goods will not apply.
(e) Disputes will be resolved by binding arbitration, rather than in court, in accordance with the then-applicable Rules of Arbitration of the International Chamber of Commerce, and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in the City of São Paulo, State of São Paulo, Brazil. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information. The Governing Courts will have exclusive jurisdiction for the sole purposes of (i) ensuring the commencement of the arbitral proceedings; and (ii) granting conservatory and interim measures prior to the constitution of the arbitral tribunal.