AWS EdStart Agreement

This AWS EdStart Agreement (this “Agreement”) contains the terms and conditions that govern your participation in the AWS EdStart Program (the “Program”) and is an agreement between the applicable AWS Contracting Parties referred to in Section 11 below (also referred to as “AWS,” “we,” “us,” or “our”) and you or the entity that you represent (“you” or “your”). This Agreement takes effect when you click an “I accept” button or check box presented with these terms or, if earlier, when you use or receive any Program Benefits (“Effective Date”). The Agreement will remain in effect until terminated as specified in the Agreement. You represent to us that you are lawfully able to enter into contracts (e.g. you are not a minor). If you are entering into this Agreement 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. Please see Section 11 for definitions of certain capitalized terms used in this Agreement.

1. Participation in the Program

1.1 Generally. Your participation in the Program is subject to this Agreement. You are responsible for complying with the terms of this Agreement and all Laws. You should read and understand this Agreement before you click “I accept” or use any Program Benefits.

1.2 Program Eligibility. You must be a Participant to enroll in the Program and receive Program Benefits. Government entities, including government-owned corporations and government-funded organizations are not eligible to participate in the Program. The Application Site describes the eligibility criteria and application process for the Program. Program eligibility criteria may change from time to time and AWS has sole discretion to determine who can enroll and participate in the Program.

1.3 Your Responsibilities. You may receive log-in or account credentials for your Program Account. You are responsible for all activities that occur under your Program Account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or end users). We, and our Affiliates, are not responsible for unauthorized access to your Program Account or any loss of data. Program Account log in credentials are for your internal use only and you may not sell, transfer, or sublicense them to any entity or person.
 

2. Program Benefits.

2.1 Generally. You may receive Program Benefits from us to the email address you provide during the application process for the Program. Members, Innovators, Collaborators, and Mentors may each receive different Program Benefits. AWS, in its sole discretion, will determine which Program Benefits, if any, will be made available to Members, Innovators, Collaborators, and Mentors. Program Benefits may only be used by you and you may not sell, resell, transfer, or sublicense them. Any use of Program Benefits must comply with this Agreement and the Policies. You warrant to AWS that your use or receipt of Program Benefits will not violate this Agreement, any Laws, or cause harm or liability to AWS, its Affiliates, or its licensors.

2.2 AWS Promotional Credits. AWS promotional credits are awarded solely in our discretion and expire one year after they are provided to you. Use of AWS promotional credits is subject to the AWS Promotional Credit Terms and Conditions. AWS promotional credits provided to you under the Program may only be used for your education technology projects and not for internal or administrative workloads. You must have a valid AWS Service Agreement to use promotional credits.

2.3 Program Site and Tools. AWS grants you a limited, royalty-free, revocable, non-exclusive, and non-transferrable license to access and use Program Tools. You agree that you will not access, use, reproduce, duplicate, copy, sell, sublicense, resell, or exploit Program Tools for any commercial, unintended, or unlawful purposes.

2.4 Community Directory. The Community Directory is only available to Members,  Innovators and Mentors. If we give you access to the Community Directory, the Community Directory will include a profile listing for you that displays your Business Contact Information, which may include your personal information. You may delete any Business Contact Information that you provide to the Community Directory at any time by contacting us as specified in section 10.11 and requesting in writing that we delete the Business Contact Information. You may, but are not required to, provide additional personal information for your profile listing on your account webpage on the Program Site. You may delete the additional personal information that you provide to the Community Directory at any time from your account webpage on the Program Site. The Community Directory, which includes your profile listing, is only accessible by Members, Innovators, Mentors and AWS. You may not share or disclose any information from the Community Directory to any third party.

2.5 Community Forum. The Community Forum is only available to Members. If we give you access to the Community Forum, you may not post messages that contain: (i) Personally Identifiable Information; or (ii) sensitive personal information unrelated to the Program, such as race, ethnicity, religion, religious or philosophical beliefs, political or union affiliation or opinions, medical or health information, sexual orientation, or disability. AWS may access, use, or monitor the Community Forum. Users of the Community Forum can report fraud, abuse, or violations of the Acceptable Use Policy by contacting us as specified in Section 10.10.

2.6 Mentorship. Mentorship is only available to Members and Mentors. Members may request AWS to identify a Mentor that can provide advice and guidance through Mentorship. If you participate in  Mentorship as either a Mentor or Member, you agree that: (i) AWS is not responsible for and does not guarantee any outcomes for Participants in Mentorship; (ii) AWS is not responsible for any information, disseminated, exchanged or used by Participants in Mentorship; and (iii) you will comply with applicable privacy laws for any Member or Mentor information that we share with you. 

2.7 License to Use Program Marks. We grant you a non-exclusive, limited, worldwide, royalty-free, and revocable license to display the most recent version of Program Marks. You may only use the Program Marks to identify your participation in the Program and in accordance with the AWS Trademark Guidelines. You will not misrepresent or embellish the relationship between you and AWS (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between you and AWS except as expressly permitted by this Agreement. 

3. Community Content.

3.1 Generally. You may, but are not required to, submit Community Content to AWS in connection with the Program. AWS is not responsible or liable for Community Content, or to store, publish, secure, maintain, or reproduce Community Content. AWS may monitor, edit, or remove any Community Content for any reason, without notice.

3.2 Our License to Community Content. If you provide Community Content to AWS in connection with the Program, the following terms apply:

(a) License Grant. You grant AWS a nonexclusive, royalty-free, perpetual, and irrevocable license to use, access, reproduce, sublicense, modify, adapt, publish, translate, create derivative works from, and display Community Content throughout the world in any media and in any language, for the purposes of: (i) providing or maintaining the Program; (ii) Program research and development; or (iii) improving, enhancing, or developing the Program or Program Benefits.

(b) Warranties. You represent and warrant to us that Community Content (which may include personal information): (i) is accurate, truthful, and current; (ii) will not violate the Policies, this Agreement, or Laws; (iii) will not contain Personally Identifiable Information; (iv) will not contain sensitive personal information unrelated to the Program, such as race, ethnicity, religion, religious or philosophical beliefs, political or union affiliation or opinions, medical or health information, sexual orientation, or disability; (v) is related to and relevant to the purpose of the Program; and (vi) will not infringe on a third party’s proprietary rights or cause injury to AWS, its Affiliates and licensors, or any third party.

(c) Indemnification. 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 claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning Community Content posted by you or your participation in the Program.

4. YOUR PRIVACY AND PERSONAL INFORMATION.

4.1 Your Personal Information. AWS will handle any personal information that we collect from you during your participation in the Program in accordance with the Privacy Policy and this Agreement. The Privacy Policy describes how we collect your personal information, the safeguards we use to protect your personal information, and how we use your personal information in relation to your participation in the Program.

4.2 Your Control and Management of Your Information. 

(a) We require certain information from you in order to allow you to participate in the Program or use certain Program Benefits. For example, we require information from you when you apply to join the Program or when you choose to use certain Program Tools. If you are a Member that chooses to participate in Mentorship, information we collect from you may be shared with a Mentor. You can always choose to not provide information to us. You can also request us to stop using certain information as specified in Section 4.2(b). If you do not provide (or request us to stop using) certain information such as your email address, we may not be able to admit you to the Program or provide certain Program Benefits. We may make features available on the Program Site that enable you to update, correct, or delete information or establish preferences regarding our use of your information. If your personal profile or Program account is deleted, some information may continue to be stored on our internal systems, in accordance with the Privacy Policy.

(b) You may contact us as specified in Section 10.11 if you (i) have any requests or questions about your personal information, (ii) wish to update, correct, delete or limit our use of your information, (iii) wish to stop receiving promotional or marketing materials, or (iv) wish to delete your Program account.

(c) If you are a resident of the European Economic Area (the “EEA”), consult the EEA-specific provisions in the Privacy Policy for information regarding European data protection laws, your rights under those laws, and how to contact AWS to exercise these specific rights.

5. Proprietary Rights.

5.1 Program Content. We, our Affiliates, or our licensors own all rights (including all related technology and intellectual property rights), title, and interest in and to the Program and all Program content, including but not limited to, the Program Site, content on the Program Site, Program Tools, Community Directory, Community Forum, and Program Marks.

5.2 Suggestions. If you provide any Suggestions to us or our Affiliates, we and our Affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions, and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
 

6. Modifications.

6.1 To the Agreement. We may modify this Agreement (including any Policies) at any time by posting a revised version of the Agreement on the Program Site. By continuing to participate in the Program after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Program Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed above.

6.2 To the Program. We may change or discontinue the Program, Program Site, Program Tools, or Program Benefits without notice at any time. We may also modify, suspend, or terminate your participation in the Program without notice at any time.
 

7. Term; Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7.

7.2 Termination. You may terminate this Agreement or your participation in the Program for any reason by providing us notice as specified in Section 10.11. We may terminate your participation in the Program or this Agreement for any reason at any time without notice.

7.3 Effect of Termination. Upon termination of your participation in the Program or this Agreement, all your rights and licenses under this Agreement immediately terminate, you will cease use of all Program Benefits, and you will no longer identify yourself as a participant in the Program. Sections 3, 5, 8, 9, 10, and 11 will survive termination of this Agreement.

8. Warranty Disclaimer.
THE PROGRAM, PROGRAM BENEFITS, AND ANY OTHER CONTENT (INCLUDING THIRD-PARTY CONTENT) THAT MAY BE AVAILABLE THROUGH THE PROGRAM SITE OR PROGRAM TOOLS ARE PROVIDED “AS-IS.” WE, OUR AFFILIATES, AND OUR LICENSORS: (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PROGRAM, PARTICIPATION IN THE PROGRAM, PROGRAM SITE, PROGRAM BENEFITS, OR THIRD-PARTY CONTENT; AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PROGRAM, PROGRAM SITE, PROGRAM BENEFITS, OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST, DAMAGED, OR ALTERED, AND (V) THAT YOU OR YOUR ORGANIZATION WILL BENEFIT FROM YOUR PARTICIPATION IN THE PROGRAM OR USE OF PROGRAM BENEFITS.

9. Limitation of Liability.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO PARTICIPATE IN THE PROGRAM, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE PROGRAM BENEFITS, OR (II) OUR DISCONTINUATION OF THE PROGRAM OR PROGRAM BENEFITS; (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT, YOUR PARTICIPATION IN THE PROGRAM, OR YOUR USE OF PROGRAM BENEFITS; OR (C) LOSS OF ANY CONTENT THAT YOU HAVE PROVIDED IN CONNECTION WITH THE PROGRAM. THE AGGREGATE LIABILITY OF AWS, OUR AFFILIATES, AND OUR LICENSORS IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO, AT OUR OPTION, REDELIVERY OF PROGRAM BENEFITS THAT GAVE RISE TO THE CLAIM OR A REFUND OF THE FEES YOU ACTUALLY PAID TO US UNDER THE PROGRAM (IF ANY) FOR THE PROGRAM BENEFIT THAT GAVE RISE TO THE CLAIM. IN EITHER CASE, OUR MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $100.

10. Miscellaneous.

10.1 Assignment. You will not assign or otherwise transfer this Agreement or your rights and obligations under this Agreement without our written consent. Any assignment or transfer in violation of this Section 10.1 will be void. We may assign this Agreement without your consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.

10.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and AWS regarding the subject matter of this Agreement. AWS will not be bound by any term, condition, or other provision that is different from or in addition to the provisions of this Agreement.

10.3 Governing Law; Venue. The laws of the state of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and AWS regarding the Program or this Agreement. Any dispute relating in any way to the Program or this Agreement will only be adjudicated in a state or federal court located in King County, Washington, and you consent to exclusive jurisdiction and venue in these courts. Either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights in any state, federal, or national court of competent jurisdiction. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

10.4 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You are solely responsible for compliance related to the manner in which you choose to use the Program Benefits. You represent and warrant that you, or any party that owns or controls you, 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.

10.5 No Waivers. The failure by AWS to enforce any provision of this Agreement will not constitute a present or future waiver of such provision, nor limit AWS’s right to enforce such provision at a later time. All waivers by AWS must be in writing to be effective.

10.6 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

10.7 Relationship Between You and AWS. Neither you nor AWS are an agent of the other for any purpose or have the authority to bind the other. This Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship.

10.8 No Third Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

10.9 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

10.10 How to Contact Us on the Program Site. The Program Site has a “Contact Us” feature that can be accessed from your account login webpage on the Program Site. You can contact us with any questions, complaints, or requests relating to the Program Site or any Program Tools by following the instructions on the “Contact Us” feature. If you are a resident of the European Economic Area, you may exercise your rights of access, rectification, erasure, restriction, objection, and data portability by contacting us as specified in the Privacy Policy.

10.11 Notices.

(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Program Site; or (ii) sending a message to the email address then associated with your Program Account. Notices we provide by posting on the Program 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.

(b) To Us. To give notice under this Agreement, you must contact AWS by: (i) email to awsedstart@amazon.com; or (ii) registered or certified mail to the mailing address, as applicable for the applicable AWS Contracting Party in Section 11 below. Notice by you to AWS will be effective upon AWS’s receipt of the notice.

11. Definitions.

“Acceptable Use Policy” means the policy located at http://aws.amazon.com/aup (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Account Country” is the country associated with your Program Account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if your credit card account is issued in a different country and your contact address is also in that country, then your Account Country is the country that is associated with your credit card account. For Participants that have joined the Program in AWS China (Beijing) Region or AWS China (Ningxia) Region, the Account Country is China.

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with that party.

“Application Site” means: (i) for Members, the webpage located at https://aws.amazon.com/education/edstart/application/ (and any successor or related locations designated by us), as it may be updated by us from time to time; (ii) for Innovators, the webpage located at https://aws.amazon.com/education/edstart/innovators-tier/ (and any successor or related locations designated by us), as may be updated by us from time to time; (iii) for Collaborators, an application form provided by AWS; and (iv) for Mentors, the webpage located at https://awsedstart.com/display/IN/Apply+to+Mentor (and any successor or related locations designated by us), as may be updated by us from time to time.

“AWS Contracting Part(ies)" means the part(ies) identified on the AWS Contracting Party Site located at https://aws.amazon.com/legal/aws-contracting-party/ (and any successor or related locations) as may be updated from time to time, and is or are determined based on your Account Country. 

“AWS Trademark Guidelines” means the guidelines and trademark license located at http://aws.amazon.com/trademark-guidelines/ (and any successor or related locations designated by us), as they may be updated by us from time to time. 

“AWS Promotional Credit Terms and Conditions” means the terms located at https://aws.amazon.com/awscredits (and any successor or related locations designated by us), as may be updated by us from time to time.

“AWS Service Agreement” means the AWS Customer Agreement at https://aws.amazon.com/agreement/ (and any successor or related locations designated by us) or other direct agreement between you and AWS that governs the use of AWS services.

“Business Contact Information” means the following information that you may provide to AWS in connection with the Program: your name, email address, photograph, organization, title, or LinkedIn profile webpage.

“Collaborator” means a Collaborator Contact, Collaborator User, or Collaborator Organization.

“Collaborator Contact” means an individual that: (i) has an email address within a Collaborator Organization’s email domain; (ii) is designated by a Collaborator Organization as its sole, primary point of contact for the Program; and (iii) is authorized by a Collaborator Organization to be a participant in the Program. A Collaborator Organization may designate only one individual as its Collaborator Contact.

“Collaborator Organization” means an entity that: (i) has submitted an application for membership to the Program; (ii) has been accepted into the Program by AWS in writing; and (iii) is authorized by AWS to support Members and Innovators in their participation in the Program.

“Collaborator User” means an individual that has an email address within a Collaborator Organization’s email domain and is authorized by a Collaborator Organization to be a participant in the Program.

“Community Content” means any content or information that you provide to AWS in connection with the Community Directory or Community Forum.

“Community Directory” means an online directory available on the Program Site that includes profiles of Participants and their contact information.

“Community Forum” means an internet forum, or message board, on the Program Site where Members can hold conversations, share opinions, exchange thoughts, and discuss ideas in the form of posted messages.

“Content Repository” means a database on the Program Site that includes digital content and materials, such as webinar recordings, white papers, case studies, and blogs.

“Innovator” means an Innovator Contact, Innovator User, or Innovator Organization.

“Innovator Contact” means an individual that: (i) has an email address within an Innovator Organization’s email domain; (ii) is designated by an Innovator Organization as its sole, primary point of contact for the Program; and (iii) is authorized by an Innovator Organization to be a participant in the Program. An Innovator Organization may designate only one individual as its Innovator Contact.

“Innovator Organization” means an entity that: (i) meets the application criteria for the AWS EdStart Innovators Tier described at the Application Site; (ii) has submitted an application to us for AWS EdStart Innovators Tier membership; and (iii) has been accepted into the Program by AWS in writing.

“Innovator User” means an individual that has an email address within an Innovator Organization’s email domain and is authorized by an Innovator Organization to be a participant in the Program.

“Laws” means all laws, rules, and regulations applicable to your participation in the Program and use of Program Benefits.

“Member” means a Member Contact, Member User, or Member Organization.

“Member Contact” means an individual that: (i) has an email address within a Member Organization’s email domain; (ii) is designated by a Member Organization as its sole, primary point of contact for the Program; and (iii) is authorized by a Member Organization to be a participant in the Program. A Member Organization may designate only one individual as its Member Contact.

“Member Organization” means an entity that: (i) meets the Program application criteria described at the Application Site; (ii) has submitted an application for membership to the Program; and (iii) has been accepted into the Program by AWS in writing.

“Member User” means an individual that has an email address within a Member Organization’s email domain and is authorized by a Member Organization to be a participant in the Program.

“Mentor” means an individual that has been accepted into the Mentorship feature by AWS in writing and is designated by AWS as a mentor to provide guidance and advice to Members.

“Mentorship” means the AWS EdStart mentorship feature, which is designed to allow Mentors and Members to create a relationship, share opinions, exchange thoughts, and discuss ideas in the form of meetings or discussions with the goal of advancing Members’ businesses through the Program.

“Participant” means a Member, Innovator, Collaborator or Mentor.

“Personally Identifiable Information” means any data that could potentially be used to identify a specific person. Examples of Personally Identifiable Information include, but are not limited to, full name, email address, social security numbers, driver’s license numbers, passport or national identification numbers, biometric information, medical information, policy numbers, or bank account numbers.

“Policies” means the Acceptable Use Policy, Privacy Policy, and the AWS Trademark Guidelines.

“Program” means AWS EdStart, an AWS program designed to help educational technology companies grow their businesses.

“Privacy Policy” means the privacy policy located at http://aws.amazon.com/privacy (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Program Account” means an account to the Program that enables you to access the Program Site and Program Benefits made available to you.

“Program Benefits” means any and all benefits and resources that we may make available to Participants, including but not limited to, event opportunities, training opportunities, access to the Program Site, Content Repository, Program Tools, AWS promotional credits, Mentorship or Program Marks.

“Program Marks” means any AWS EdStart trademarks, service marks, logos, and other designations of AWS and its Affiliates that we may make available to you in connection with this Agreement.

“Program Site” means the AWS EdStart website portal, which may be updated from time to time by us, that is made available to Participants to access their Program Benefits using their account credentials.

“Program Tools” means the Community Forum, Content Repository, Community Directory, online tools, webinars, training materials, white papers, websites, and services that we provide to Program participants.

“Suggestions” means all suggested improvements to the Program that you provide to us.