AWS Customer Agreement

This is the AWS Customer Agreement, last updated April 30, 2019, and accessed and downloaded on April 3, 2020 from https://aws.amazon.com/agreement/#

AWS Customer Agreement
*If your address is in India, please review the AISPL Customer Agreement, which governs your access to and use of the Service Offerings.
*Please note that as of July 1, 2018, customers located in Europe, the Middle East, or Africa contract with our European based AWS Contracting Party, as provided in Section 14. See the AWS Europe FAQ for more information.

AWS Customer Agreement
Last Updated: April 30, 2019


See What's Changed

This AWS Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable AWS Contracting Party specified in Section 14 below (also referred to as “AWS,” “we,” “us,” or “our”) and you or the entity 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 any of the Service Offerings (the “Effective Date”). 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 for 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 14 for definitions of
certain capitalized terms used in this Agreement.


1. Use of the Service Offerings.

1.1 Generally. You may access and use the Service Offerings in accordance with this
Agreement. Service Level Agreements and Service Terms apply to certain Service
Offerings. You will comply with the terms of this Agreement and all laws, rules and
regulations applicable to your use of the Service Offerings.
1.2 Your Account. To access the Services, you must have an AWS account associated
with a valid email address and a valid form of payment. Unless explicitly permitted by
the Service Terms, you will only create one account per email address.
1.3 Third-Party Content. Third-Party Content may be used by you at your election.
Third-Party Content is governed by this Agreement and, if applicable, separate terms
and conditions accompanying such Third-Party Content, which terms and conditions
may include separate fees and charges.
2. Changes.
2.1 To the Services. We may change or discontinue any of the Services from time to
time. We will provide you at least 12 months’ prior notice if we discontinue material
functionality of a Service that you are using, or materially alter a customer-facing API
that you are using in a backwards-incompatible fashion, except that this notice will not
be required if the 12 month notice period (a) would pose a security or intellectual property

issue to us or the Services, (b) is economically or technically burdensome, or

(c) would cause us to violate legal requirements.
2.2 To the Service Level Agreements. We may change, discontinue or add Service Level
Agreements from time to time in accordance with Section 12.
3. Security and Data Ër ivacy.
3.1 AWS Security. Without limiting Section 10 or your obligations under Section 4.2, we
will implement reasonable and appropriate measures designed to help you secure Your
Content against accidental or unlawful loss, access or disclosure.
3.2 ¿ ata Privacy. You may specify the AWS regions in which Your Content will be
stored. You consent to the storage of Your Content in, and transfer of Your Content
into, the AWS regions you select. We will not access or use Your Content except as
necessary to maintain or provide the Service Offerings, or as necessary to comply with
the law or a binding order of a governmental body. We will not (a) disclose Your
Content to any government or third party or (b) subß ect to Section 3.3, move Your
Content from the AWS regions selected by you except in each case as necessary to
comply with the law or a binding order of a governmental body. Unless it would violate
the law or a binding order of a governmental body, we will give you notice of any legal
requirement or order referred to in this Section 3.2. We will only use your Account
Information in accordance with the Privacy Policy, and you consent to such usage. The
Privacy Policy does not apply to Your Content.
3.3 Service Attributes. To provide billing and administration services, we may process
Service Attributes in the AWS region(s) where you use the Service Offerings and the
AWS regions in the United States. To provide you with support services initiated by you
and investigate fraud, abuse or violations of this Agreement, we may process Service
Attributes where we maintain our support and investigation personnel.
!. Ô our Í esponsi× ilities.
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you
are responsible for all activities that occur under your 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), and (b) we and our ağ liates are
not responsible for unauthorized access to your account.
4.2 Your Content. You will ensure that Your Content and your and End Users’ use of
Your Content or the Service Offerings will not violate any of the Policies or any
applicable law. You are solely responsible for the development, content, operation,
maintenance, and use of Your Content.
4.3 Your Security and ½ ackup. You are responsible for properly configuring and using
the Service Offerings and otherwise taking appropriate action to secure, protect and
backup your accounts and Your Content in a manner that will provide appropriate
security and protection, which might include use of encryption to protect Your Content
from unauthorized access and routinely archiving Your Content.
4.4 Log-In Credentials and Account Æ eys. AWS log-in credentials and private keys
generated by the Services are for your internal use only and you will not sell, transfer
or sublicense them to any other entity or person, except that you may disclose your
private key to your agents and subcontractors performing work on your behalf.
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4." End Users. You will be deemed to have taken any action that you permit, assist or
facilitate any person or entity to take related to this Agreement, Your Content or use of
the Service Offerings. You are responsible for End Users’ use of Your Content and the
Service Offerings. You will ensure that all End Users comply with your obligations
under this Agreement and that the terms of your agreement with each End User are
consistent with this Agreement. If you become aware of any violation of your
obligations under this Agreement caused by an End User, you will immediately suspend
access to Your Content and the Service Offerings by such End User. We do not provide
any support or services to End Users unless we have a separate agreement with you or
an End User obligating us to provide such support or services.
". Á ees and Ë ayment.
".1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more
frequently for fees accrued if we suspect that your account is fraudulent or at risk of
non-payment. You will pay us the applicable fees and charges for use of the Service
Offerings as described on the AWS Site using one of the payment methods we support.
All amounts payable by you under this Agreement will be paid to us without setoff or
counterclaim, and without any deduction or withholding. Fees and charges for any new
Service or new feature of a Service will be effective when we post updated fees and
charges on the AWS Site, unless we expressly state otherwise in a notice. We may
increase or add new fees and charges for any existing Services you are using by giving
you at least 30 days’ prior notice. We may elect to charge you interest at the rate of
1."P per month (or the highest rate permitted by law, if less) on all late payments.
".2 Taxes. Each party will be responsible, as required under applicable law, for
identifying and paying all taxes and other governmental fees and charges (and any
penalties, interest, and other additions thereto) that are imposed on that party upon or
with respect to the transactions and payments under this Agreement. All fees payable
by you are exclusive of Indirect Taxes. We may charge and you will pay applicable
Indirect Taxes that we are legally obligated or authorized to collect from you. You will
provide such information to us as reasonably required to determine whether we are
obligated to collect Indirect Taxes from you. We will not collect, and you will not pay,
any Indirect Tax for which you furnish us a properly completed exemption certificate or
a direct payment permit certificate for which we may claim an available exemption
from such Indirect Tax. All payments made by you to us under this Agreement will be
made free and clear of any deduction or withholding, as may be required by law. If any
such deduction or withholding (including but not limited to cross-border withholding
taxes) is required on any payment, you will pay such additional amounts as are
necessary so that the net amount received by us is equal to the amount then due and
payable under this Agreement. We will provide you 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.
#. Ï emporary Suspension.
#.1 Generally. We may suspend your or any End User’s right to access or use any portion
or all of the Service Offerings immediately upon notice to you if we determine
(a) your or an End User’s use of the Service Offerings (i) poses a security risk to
the Service Offerings or any third party, (ii) could adversely impact our systems,
the Service Offerings or the systems or Content of any other AWS customer, (iii)
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could subß ect us, our ağ liates, or any third party to liability, or (iv) could be
fraudulent
(b) you are, or any End User is, in breach of this Agreement
(c) you are in breach of your payment obligations under Section " or
(d) you have ceased to operate in the ordinary course, made an assignment for
the benefit of creditors or similar disposition of your assets, or become the
subß ect of any bankruptcy, reorganization, liquidation, dissolution or similar
proceeding.
#.2 Effect of Suspension. If we suspend your right to access or use any portion or all of
the Service Offerings
(a) you remain responsible for all fees and charges you incur during the period of
suspension and
(b) you will not be entitled to any service credits under the Service Level
Agreements for any period of suspension.
$. Ï erm Ï ermination.
$.1 Term. The term of this Agreement will commence on the Effective ¿ ate and will
remain in effect until terminated under this Section $. Any notice of termination of this
Agreement by either party to the other must include a Termination ¿ ate that complies
with the notice periods in Section $.2.
$.2 Termination.
(a) Termination for Convenience. You may terminate this Agreement for any
reason by providing us notice and closing your account for all Services for which
we provide an account closing mechanism. We may terminate this Agreement for
any reason by providing you at least 30 days’ advance notice.
(b) Termination for Cause.
(i) ½ y Either Party. Either party may terminate this Agreement for cause if
the other party is in material breach of this Agreement and the material
breach remains uncured for a period of 30 days from receipt of notice by
the other party. É o later than the Termination ¿ ate, you will close your
account.
(ii) ½ y Us. We may also terminate this Agreement immediately upon notice
to you (A) for cause if we have the right to suspend under Section #, (½ ) if
our relationship with a third-party partner who provides software or other
technology we use to provide the Service Offerings expires, terminates or
requires us to change the way we provide the software or other
technology as part of the Services, or (C) in order to comply with the law
or requests of governmental entities.
$.3 Effect of Termination.
(a) Generally. Upon the Termination ¿ ate
(i) except as provided in Section $.3(b), all your rights under this
Agreement immediately terminate
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(ii) you remain responsible for all fees and charges you have incurred
through the Termination ¿ ate and are responsible for any fees and charges
you incur during the post-termination period described in Section $.3(b)
(iii) you will immediately return or, if instructed by us, destroy all AWS
Content in your possession and
(iv) Sections 4.1, ", $.3, 8 (except the license granted to you in Section 8.3),
& , 10, 11, 13 and 14 will continue to apply in accordance with their terms.
(b) Post-Termination. Unless we terminate your use of the Service Offerings
pursuant to Section $.2(b), during the 30 days following the Termination ¿ ate
(i) we will not take action to remove from the AWS systems any of Your
Content as a result of the termination and
(ii) we will allow you to retrieve Your Content from the Services only if you
have paid all amounts due under this Agreement.
For any use of the Services after the Termination ¿ ate, the terms of this Agreement will
apply and you will pay the applicable fees at the rates under Section ".
%. Ër oprietary Í ights.
8.1 Your Content. Except as provided in this Section 8, we obtain no rights under this
Agreement from you (or your licensors) to Your Content. You consent to our use of Your
Content to provide the Service Offerings to you and any End Users.
8.2 Adequate Í ights. You represent and warrant to us that (a) you or your licensors
own all right, title, and interest in and to Your Content and Suggestions (b) you have
all rights in Your Content and Suggestions necessary to grant the rights contemplated
by this Agreement and (c) none of Your Content or End Users’ use of Your Content or
the Service Offerings will violate the Acceptable Use Policy.
8.3 Service Offerings License. We or our licensors own all right, title, and interest in and
to the Service Offerings, and all related technology and intellectual property rights.
Subß ect to the terms of this Agreement, we grant you a limited, revocable, non-
exclusive, non-sublicensable, non-transferrable license to do the following (a) access
and use the Services solely in accordance with this Agreement and (b) copy and use the
AWS Content solely in connection with your permitted use of the Services. Except as
provided in this Section 8.3, you obtain no rights under this Agreement from us, our
ağ liates or our licensors to the Service Offerings, including any related intellectual
property rights. Some AWS Content and Third-Party Content may be provided to you
under a separate license, such as the Apache License, Ñ ersion 2.0, or other open source
license. In the event of a conĞ ict between this Agreement and any separate license, the
separate license will prevail with respect to the AWS Content or Third-Party Content
that is the subß ect of such separate license.
8.4 License Í estrictions. É either you nor any End User will use the Service Offerings in
any manner or for any purpose other than as expressly permitted by this Agreement.
É either you nor any End User will, or will attempt to (a) modify, distribute, alter,
tamper with, repair, or otherwise create derivative works of any Content included in the
Service Offerings (except to the extent Content included in the Service Offerings is
provided to you under a separate license that expressly permits the creation of
derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings
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or apply any other process or procedure to derive the source code of any software
included in the Service Offerings (except to the extent applicable law doesn’t allow this
restriction), (c) access or use the Service Offerings in a way intended to avoid incurring
fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service
Offerings. You may only use the AWS Marks in accordance with the Trademark Use
Guidelines. You will not misrepresent or embellish the relationship between us and you
(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 ağ liation
between us and you except as expressly permitted by this Agreement.
8." Suggestions. If you provide any Suggestions to us or our ağ liates, we and our
ağ liates 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 require to document, perfect, and maintain our rights
in the Suggestions.
9. Ä ndemniĝ cation.
& .1 General. You will defend, indemnify, and hold harmless us, our ağ liates and
licensors, and each of their respective employees, oğ cers, directors, and
representatives from and against any Losses arising out of or relating to any third-party
claim concerning (a) your or any End Users’ use of the Service Offerings (including any
activities under your AWS account and use by your employees and personnel) (b)
breach of this Agreement or violation of applicable law by you, End Users or Your
Content or (c) a dispute between you and any End User. You will reimburse us for
reasonable attorneys’ fees, as well as our employees’ and contractors’ time and
materials spent responding to any third party subpoena or other compulsory legal
order or process associated with third party claims described in (a) through (c) above at
our then-current hourly rates.
& .2 Intellectual Property.
(a) Subß ect to the limitations in this Section & , AWS will defend you and your
employees, oğ cers, and directors against any third-party claim alleging that the
Services infringe or misappropriate that third party’s intellectual property rights,
and will pay the amount of any adverse final ß udgment or settlement.
(b) Subß ect to the limitations in this Section & , you will defend AWS, its ağ liates,
and their respective employees, oğ cers, and directors against any third-party
claim alleging that any of Your Content infringes or misappropriates that third
party’s intellectual property rights, and will pay the amount of any adverse final
ß udgment or settlement.
(c) É either party will have obligations or liability under this Section & .2 arising
from infringement by combinations of the Services or Your Content, as
applicable, with any other product, service, software, data, content or method. In
addition, AWS will have no obligations or liability arising from your or any End
User’s use of the Services after AWS has notified you to discontinue such use. The
remedies provided in this Section & .2 are the sole and exclusive remedies for any
third-party claims of infringement or misappropriation of intellectual property
rights by the Services or by Your Content.
(d) For any claim covered by Section & .2(a), AWS will, at its election, either (i)
procure the rights to use that portion of the Services alleged to be infringing (ii)
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replace the alleged infringing portion of the Services with a non-infringing
alternative (iii) modify the alleged infringing portion of the Services to make it
non-infringing or (iv) terminate the allegedly infringing portion of the Services
or this Agreement.
& .3 Process. The obligations under this Section & will apply only if the party seeking
defense or indemnity (a) gives the other party prompt written notice of the claim (b)
permits the other party to control the defense and settlement of the claim and (c)
reasonably cooperates with the other party (at the other party’s expense) in the
defense and settlement of the claim. In no event will a party agree to any settlement of
any claim that involves any commitment, other than the payment of money, without
the written consent of the other party.
10. Disclaimers.
TÃ E SEÍ Ñ ICE OFFEÍ IÉ GS AÍ E PÍ OÑ I¿ E¿ “AS IS.” EÓ CEPT TO TÃ E EÓ TEÉ T PÍ OÃ I½ ITE¿
½ Y LAW, OÍ TO TÃ E EÓ TEÉ T AÉ Y STATUTOÍ Y Í IGÃ TS APPLY TÃ AT CAÉ É OT ½E
EÓ CLU¿ E¿ , LIMITE¿ OÍ WAIÑ E¿ , WE AÉ ¿ OUÍ AFFILIATES AÉ ¿ LICEÉ SOÍ S (A) MAÆE
É O Í EPÍ ESEÉ TATIOÉ S OÍ WAÍ Í AÉ TIES OF AÉ Y Æ IÉ ¿ , WÃ ETÃ EÍ EÓ PÍE SS, IMPLIE¿ ,
STATUTOÍ Y OÍ OTÃ EÍ WISE Í EGAÍ ¿ IÉ G TÃ E SEÍ Ñ ICE OFFEÍ IÉ GS OÍ TÃ E TÃ IÍ¿ -
PAÍ TY COÉ TEÉ T, AÉ ¿ (½ ) ¿ ISCLAIM ALL WAÍ Í AÉ TIES, IÉ CLU¿ IÉ G AÉ Y IMPLIE¿ OÍ
EÓ PÍ ESS WAÍ Í AÉ TIES (I) OF MEÍ CÃ AÉ TA½ ILITY, SATISFACTOÍ Y QUALITY, FITÉ ESS
FOÍ A PAÍ TICULAÍ PUÍ POSE, É OÉ -IÉ FÍI É GEMEÉ T, OÍ QUIET EÉ JOYMEÉ T, (II)
AÍ ISIÉ G OUT OF AÉ Y COUÍ SE OF ¿ EALIÉ G OÍ USAGE OF TÍ A¿ E, (III) TÃ AT TÃ E
SEÍ Ñ ICE OFFEÍ IÉ GS OÍ TÃ IÍ ¿ -PAÍ TY COÉ TEÉ T WILL ½ E UÉ IÉ TEÍ Í UPTE¿ , EÍ Í OÍ
FÍ EE OÍ FÍ EE OF Ã AÍ MFUL COMPOÉ EÉ TS, AÉ ¿ (IÑ ) TÃ AT AÉ Y COÉ TEÉ T WILL ½ E
SECUÍ E OÍ É OT OTÃ EÍ WISE LOST OÍ ALTEÍ E¿ .
11. Limitations of Lia× ility.
WE AÉ ¿ OUÍ AFFILIATES AÉ ¿ LICEÉ SOÍS WILL É OT ½E LIA½ LE TO YOU FOÍ AÉ Y
¿ IÍ ECT, IÉ ¿ IÍ ECT, IÉ CI¿ EÉ TAL, SPECIAL, COÉ SEQUEÉ TIAL OÍ EÓ EMPLAÍ Y ¿ AMAGES
(IÉ CLU¿ IÉ G ¿ AMAGES FOÍ LOSS OF PÍ OFITS, ÍE Ñ EÉ UES, CUSTOMEÍ S,
OPPOÍ TUÉ ITIES, GOO¿ WILL, USE, OÍ ¿ ATA), EÑ EÉ IF A PAÍ TY Ã AS ½E EÉ A¿ Ñ ISE¿ OF
TÃ E POSSI½ ILITY OF SUCÃ ¿ AMAGES. FUÍ TÃ EÍ , É EITÃ EÍ WE É OÍ AÉ Y OF OUÍ
AFFILIATES OÍ LICEÉ SOÍ S WILL ½ E Í ESPOÉ SI½L E FOÍ AÉ Y COMPEÉ SATIOÉ ,
Í EIM½ UÍ SEMEÉ T, OÍ ¿ AMAGES AÍ ISIÉ G IÉ COÉ É ECTIOÉ WITÃ (A) YOUÍ IÉ A½ ILITY
TO USE TÃ E SEÍ Ñ ICES, IÉ CLU¿ IÉ G AS A ÍE SULT OF AÉ Y (I) TEÍ MIÉ ATIOÉ OÍ
SUSPEÉ SIOÉ OF TÃ IS AGÍ EEMEÉ T OÍ YOUÍ USE OF OÍ ACCESS TO TÃ E SEÍ Ñ ICE
OFFEÍ IÉ GS, (II) OUÍ ¿ ISCOÉ TIÉ UATIOÉ OF AÉ Y OÍ ALL OF TÃ E SEÍ Ñ ICE OFFEÍ IÉ GS,
OÍ , (III) WITÃ OUT LIMITIÉ G AÉ Y O½ LIGATIOÉ S UÉ ¿ EÍ TÃ E SEÍ Ñ ICE LEÑ EL
AGÍ EEMEÉ TS, AÉ Y UÉ AÉ TICIPATE¿ OÍ UÉ SCÃ E¿ ULE¿ ¿ OWÉ TIME OF ALL OÍ A
POÍ TIOÉ OF TÃ E SEÍ Ñ ICES FOÍ AÉ Y Í EASOÉ (½ ) TÃ E COST OF PÍ OCUÍ EMEÉ T OF
SU½ STITUTE GOO¿ S OÍ SEÍ Ñ ICES (C) AÉ Y IÉ Ñ ESTMEÉ TS, EÓ PEÉ ¿ ITUÍ ES, OÍ
COMMITMEÉ TS ½ Y YOU IÉ COÉ É ECTIOÉ WITÃ TÃ IS AGÍE EMEÉ T OÍ YOUÍ USE OF
OÍ ACCESS TO TÃ E SEÍ Ñ ICE OFFEÍ IÉ GS OÍ (¿ ) AÉ Y UÉ AUTÃ OÍ IÕ E¿ ACCESS TO,
ALTEÍ ATIOÉ OF, OÍ TÃ E ¿ ELETIOÉ , ¿ ESTÍ UCTIOÉ , ¿ AMAGE, LOSS OÍ FAILUÍ E TO
STOÍ E AÉ Y OF YOUÍ COÉ TEÉ T OÍ OTÃ EÍ ¿ ATA. IÉ AÉ Y CASE, EÓ CEPT FOÍ PAYMEÉ T
O½ LIGATIOÉ S UÉ ¿ EÍ SECTIOÉ & .2, OUÍ AÉ ¿ OUÍ AFFILIATES’ AÉ ¿ LICEÉ SOÍ S’
AGGÍ EGATE LIA½ ILITY UÉ ¿ EÍ TÃ IS AGÍ EEMEÉ T WILL É OT EÓ CEE¿ TÃ E AMOUÉ T YOU
ACTUALLY PAY US UÉ ¿ EÍ TÃ IS AGÍ EEMEÉ T FOÍ TÃ E SEÍ Ñ ICE TÃ AT GAÑ E ÍI SE TO
TÃ E CLAIM ¿ UÍ IÉ G TÃ E 12 MOÉ TÃ S ½ EFOÍ E TÃ E LIA½ ILITY AÍ OSE. TÃ E LIMITATIOÉ S
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IÉ TÃ IS SECTIOÉ 11 APPLY OÉ LY TO TÃ E MAÓ IMUM EÓ TEÉ T PEÍ MITTE¿ ½ Y
APPLICA½ LE LAW.
12. È odiĝ cations to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised
version on the AWS Site or by otherwise notifying you in accordance with Section
13.10 provided, however, that we will provide at least & 0 days’ advance notice in
accordance with Section 13.10 for adverse changes to any Service Level Agreement.
Subß ect to the & 0 day advance notice requirement with respect to adverse changes to
Service Level Agreements, the modified terms will become effective upon posting or, if
we notify you by email, as stated in the email message. ½ y continuing to use the
Service Offerings 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 AWS Site
regularly for modifications to this Agreement. We last modified this Agreement on the
date listed at the end of this Agreement.
13. È iscellaneous.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of
your rights and obligations under this Agreement, without our prior written consent.
Any assignment or transfer in violation of this Section 13.1 will be void. We may assign
this Agreement without your consent (a) in connection with a merger, acquisition or
sale of all or substantially all of our assets, or (b) to any ağ liate or as part of a
corporate reorganization and effective upon such assignment, the assignee is deemed
substituted for AWS as a party to this Agreement and AWS is fully released from all of
its obligations and duties to perform under this Agreement. Subß ect to the foregoing,
this Agreement will be binding upon, and inure to the benefit of the parties and their
respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is
the entire agreement between you and us regarding the subß ect matter of this
Agreement. This Agreement supersedes all prior or contemporaneous representations,
understandings, agreements, or communications between you and us, whether written
or verbal, regarding the subß ect matter of this Agreement (but does not supersede prior
commitments to purchase Services such as Amazon EC2 Í eserved Instances). We will
not be bound by, and specifically obß ect to, any term, condition or other provision that
is different from or in addition to the provisions of this Agreement (whether or not it
would materially alter this Agreement) including for example, any term, condition or
other provision (a) submitted by you in any order, receipt, acceptance, confirmation,
correspondence or other document, (b) related to any online registration, response to
any Í equest for ½ id, Í equest for Proposal, Í equest for Information, or other
questionnaire, or (c) related to any invoicing process that you submit or require us to
complete. If the terms of this document are inconsistent with the terms contained in
any Policy, the terms contained in this document will control, except that the Service
Terms will control over this document.
13.3 Force Maß eure. We and our ağ liates will not be liable for any delay or failure to
perform any obligation under this Agreement where the delay or failure results from
any cause beyond our reasonable control, including acts of God, labor disputes or other
industrial disturbances, electrical or power outages, utilities or other
telecommunications failures, earthquake, storms or other elements of nature,
blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
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13.4 Governing Law. The Governing Laws, without reference to conĞ ict of law rules,
govern this Agreement and any dispute of any sort that might arise between you and
us. The United É ations Convention for the International Sale of Goods does not apply
to this Agreement.
13." ¿ isputes. Any dispute or claim relating in any way to your use of the Service
Offerings, or to any products or services sold or distributed by AWS will be adß udicated
in the Governing Courts, and you consent to exclusive ß urisdiction and venue in the
Governing Courts except, if the applicable AWS Contracting Party is Amazon Web
Services, Inc., any such dispute will be resolved by binding arbitration as provided in
this Section 13.", rather than in court, except that you may assert claims in small claims
court if your claims qualify. The Federal Arbitration Act and federal arbitration law
apply to this Agreement. There is no ß udge or ß ury in arbitration, and court review of an
arbitration award is limited. Ã owever, an arbitrator can award on an individual basis the
same damages and relief as a court (including inß unctive and declaratory relief or
statutory damages), and must follow the terms of this Agreement as a court would. To
begin an arbitration proceeding, you must send a letter requesting arbitration and
describing your claim to our registered agent Corporation Service Company, 300
¿ eschutes Way SW, Suite 304, Tumwater, WA & 8"01. The arbitration will be conducted
by the American Arbitration Association (AAA) under its rules, which are available at
www.adr.org or by calling 1-800-$$8-$8$& . Payment of filing, administration and
arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for
claims totaling less than m 10,000 unless the arbitrator determines the claims are
frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator
determines the claims are frivolous. You may choose to have the arbitration conducted
by telephone, based on written submissions, or at a mutually agreed location. We and
you agree that any dispute resolution proceedings will be conducted only on an
individual basis and not in a class, consolidated or representative action. If for any
reason a claim proceeds in court rather than in arbitration we and you waive any right
to a ß ury trial. É otwithstanding the foregoing we and you both agree that you or we
may bring suit in court to enß oin infringement or other misuse of intellectual property
rights.
13.# 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 Í egulations, the International Trağ c in
Arms Í egulations, and economic sanctions programs implemented by the Oğ ce of
Foreign Assets Control. For clarity, you are solely responsible for compliance related to
the manner in which you choose to use the Service Offerings, including your transfer
and processing of Your Content, the provision of Your Content to End Users, and the
AWS region in which any of the foregoing occur. You represent and warrant that you
and your financial institutions, or any party that owns or controls you or your financial
institutions, are not subß ect to sanctions or otherwise designated on any list of
prohibited or restricted parties, including but not limited to the lists maintained by the
United É ations Security Council, the U.S. Government (e.g., the Specially ¿ esignated
É ationals List and Foreign Sanctions Evaders List of the U.S. ¿ epartment of Treasury,
and the Entity List of the U.S. ¿ epartment of Commerce), the European Union or its
Member States, or other applicable government authority.
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13.$ Independent Contractors É on-Exclusive Íi ghts. We and you are independent
contractors, and this Agreement will not be construed to create a partnership, ß oint
venture, agency, or employment relationship. É either party, nor any of their respective
ağ liates, is an agent of the other for any purpose or has the authority to bind the
other. ½ oth parties reserve the right (a) to develop or have developed for it products,
services, concepts, systems, or techniques that are similar to or compete with the
products, services, concepts, systems, or techniques developed or contemplated by the
other party, and (b) to assist third party developers or systems integrators who may
offer products or services which compete with the other party’s products or services.
13.8 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 conĞ ict.
13.& Confidentiality and Publicity. You may use AWS Confidential Information only in
connection with your use of the Service Offerings as permitted under this Agreement.
You will not disclose AWS Confidential Information during the Term or at any time
during the "-year period following the end of the Term. You will take all reasonable
measures to avoid disclosure, dissemination or unauthorized use of AWS Confidential
Information, including, at a minimum, those measures you take to protect your own
confidential information of a similar nature. You will not issue any press release or
make any other public communication with respect to this Agreement or your use of
the Service Offerings.
13.10 É otice.
(a) To You. We may provide any notice to you under this Agreement by (i)
posting a notice on the AWS Site or (ii) sending a message to the email address
then associated with your account. É otices 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 account when we send the email, whether or
not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact AWS by
facsimile transmission or personal delivery, overnight courier or registered or
certified mail to the facsimile number or mailing address, as applicable, listed for
the applicable AWS Contracting Party in Section 14 below. We may update the
facsimile number or address for notices to us by posting a notice on the AWS
Site. É otices provided by personal delivery will be effective immediately. É otices
provided by facsimile transmission or overnight courier will be effective one
business day after they are sent. É otices provided registered or certified mail will
be effective three business days after they are sent.
13.11 É o Third-Party ½ eneficiaries. Except as set forth in Section & , this Agreement
does not create any third-party beneficiary rights in any individual or entity that is not
a party to this Agreement.
13.12 U.S. Government Í ights. The Service Offerings are provided to the U.S.
Government as “commercial items,” “commercial computer software,” “commercial
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4/3/2020 AWS Customer Agreement
computer software documentation,” and “technical data” with the same rights and
restrictions generally applicable to the Service Offerings. If you are using the Service
Offerings on behalf of the U.S. Government and these terms fail to meet the U.S.
Government’s needs or are inconsistent in any respect with federal law, you will
immediately discontinue your use of the Service Offerings. The terms “commercial
item” “commercial computer software,” “commercial computer software
documentation,” and “technical data” are defined in the Federal Acquisition Í egulation
and the ¿ efense Federal Acquisition Í egulation Supplement.
13.13 É o Waivers. The failure by us to enforce any provision of this Agreement will not
constitute a present or future waiver of such provision nor limit our right to enforce
such provision at a later time. All waivers by us must be in writing to be effective.
13.14 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 effect and 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.
1!. Deĝ nitions.
“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 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 that different
country.
“Account Information” means information about you that you provide to us in
connection with the creation or administration of your AWS account. For example,
Account Information includes names, usernames, phone numbers, email addresses and
billing information associated with your AWS account.
“API” means an application program interface.
“AWS Confidential Information” means all nonpublic information disclosed by us, our
ağ liates, business partners or our or their respective employees, contractors or agents
that is designated as confidential or that, given the nature of the information or
circumstances surrounding its disclosure, reasonably should be understood to be
confidential. AWS Confidential Information includes (a) nonpublic information relating
to our or our ağ liates or business partners’ technology, customers, business plans,
promotional and marketing activities, finances and other business affairs (b) third-
party information that we are obligated to keep confidential and (c) the nature,
content and existence of any discussions or negotiations between you and us or our
ağ liates. AWS Confidential Information does not include any information that (i) is or
becomes publicly available without breach of this Agreement (ii) can be shown by
documentation to have been known to you at the time of your receipt from us (iii) is
received from a third party who did not acquire or disclose the same by a wrongful or
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tortious act or (iv) can be shown by documentation to have been independently
developed by you without reference to the AWS Confidential Information.
“AWS Content” means Content we or any of our ağ liates make available in connection
with the Services or on the AWS Site to allow access to and use of the Services,
including APIs WS¿ Ls ¿ ocumentation sample code software libraries command line
tools proofs of concept templates and other related technology (including any of the
foregoing that are provided by our personnel). AWS Content does not include the
Services or Third-Party Content.
AWS Contracting Party means the party identified in the table below, based on your
Account Country. If you change your Account Country to one identified to a different
AWS Contracting Party below, you agree that this Agreement is then assigned to the
new AWS Contracting Party under Section 13.1 without any further action required by
either party.
Account Country AWS Contracting Á acsimile È ailing Address
Ë arty
Any country within Amazon Web Services 3"2 2$8& 00"$ 38 Avenue John F.
Europe, the Middle EMEA SAÍ L Æ ennedy, L-18"",
East, or Africa Luxembourg
( E MEA ) *

Any other country that Amazon Web Services, 20#-2##-$010 410 Terry Avenue
is not in EMEA Inc. É orth,
Seattle, WA & 810& -
"210
U.S.A.
*See https — — aws.amazon.com— legal— aws-emea-countries for a full list of EMEA
countries.
“AWS Marks” means any trademarks, service marks, service or trade names, logos, and
other designations of AWS and its ağ liates that we may make available to you in
connection with this Agreement.
“AWS Site” means http — — aws.amazon.com (and any successor or related site designated
by us), as may be updated by us from time to time.
“Content” means software (including machine images), data, text, audio, video or
images.
“¿ ocumentation” means the user guides and admin guides (in each case exclusive of
content referenced via hyperlink) for the Services located at
http — — aws.amazon.com— documentation (and any successor or related locations
designated by us), as such user guides and admin guides may be updated by AWS from
time to time.
“End User” means any individual or entity that directly or indirectly through another
user (a) accesses or uses Your Content or (b) otherwise accesses or uses the Service
Offerings under your account. The term “End User” does not include individuals or
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4/3/2020 AWS Customer Agreement
entities when they are accessing or using the Services or any Content under their own
AWS account, rather than under your account.
Governing Laws and “Governing Courts” mean, for each AWS Contracting Party, the
laws and courts set forth in the following table
AWS Contracting Ë arty  overning Laws  overning Courts
Amazon Web Services The laws of the Grand ¿ uchy The courts of the district of
EMEA SAÍ L of Luxembourg Luxembourg City
Amazon Web Services, Inc. The laws of the State of The state or Federal courts
Washington in Æ ing County, Washington
“Indirect Taxes” means applicable taxes and duties, including, without limitation, Ñ AT,
Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including
reasonable attorneys’ fees).
“Policies” means the Acceptable Use Policy, Privacy Policy, the Site Terms, the Service
Terms, the Trademark Use Guidelines, all restrictions described in the AWS Content and
on the AWS Site, and any other policy or terms referenced in or incorporated into this
Agreement, but does not include whitepapers or other marketing materials referenced
on the AWS Site.
“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.
“Service” means each of the services made available by us or our ağ liates, including
those web services described in the Service Terms. Services do not include Third-Party
Content.
“Service Attributes” means Service usage data related to your account, such as resource
identifiers, metadata tags, security and access roles, rules, usage policies, permissions,
usage statistics and analytics.
“Service Level Agreement” means all service level agreements that we offer with
respect to the Services and post on the AWS Site, as they may be updated by us from
time to time. The service level agreements we offer with respect to the Services are
located at https — — aws.amazon.com— legal— service-level-agreements— (and any successor
or related locations designated by AWS), as may be updated by AWS from time to time.
“Service Offerings” means the Services (including associated APIs), the AWS Content,
the AWS Marks, and any other product or service provided by us under this Agreement.
Service Offerings do not include Third-Party Content.
“Service Terms” means the rights and restrictions for particular Services located at
http — — aws.amazon.com— serviceterms (and any successor or related locations
designated by us), as may be updated by us from time to time.
“Site Terms” means the terms of use located at http — — aws.amazon.com— terms— (and
any successor or related locations designated by us), as may be updated by us from
time to time.
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“Suggestions” means all suggested improvements to the Service Offerings that you
provide to us.
“Term” means the term of this Agreement described in Section $.1.
“Termination ¿ ate” means the effective date of termination provided in accordance
with Section $, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the
AWS Site or in conß unction with the Services.
“Trademark Use 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.
“Your Content” means Content that you or any End User transfers to us for processing,
storage or hosting by the Services in connection with your AWS account and any
computational results that you or any End User derive from the foregoing through their
use of the Services. For example, Your Content includes Content that you or any End
User stores in Amazon Simple Storage Service. Your Content does not include Account
Information.
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