Amazon Web Services
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Amazon Web Services
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Amazon Web
Services™ Customer Agreement
Updated September 25, 2008
PLEASE READ CAREFULLY - THIS IS A BINDING CONTRACT
THIS
AWS CUSTOMER AGREEMENT ("AGREEMENT" OR "AMAZON WEB SERVICES
CUSTOMER AGREEMENT") IS A BINDING AGREEMENT BETWEEN AMAZON WEB SERVICES
LLC ("AWS") AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL
ENTITY YOU REPRESENT (COLLECTIVELY, "YOU"). THIS AGREEMENT
INCORPORATES BY REFERENCE (1) THE PRIVACY NOTICE ("PRIVACY NOTICE") AND
(2) THE CONDITIONS OF USE ("CONDITIONS OF
USE") POSTED ON WWW.AMAZON.COM, AS THEY MAY BE MODIFIED BY AWS FROM TIME TO
TIME.
BY
CLICKING THE "ACCEPT" BUTTON FOR THIS AGREEMENT OR ACCEPTING ANY
MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 2 BELOW, YOU AGREE TO
BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING
INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT,
IN WHICH CASE "YOU" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU MUST SELECT THE "DECLINE" BUTTON AND YOU MAY NOT USE
THE SERVICES.
This
Agreement includes the following Sections:
The
services covered by this Agreement include both free services that AWS and its
affiliates (referred to together herein as "we" or "us")
make available for no fee (the "Free
Services"), and services that we make available for a fee (the "Paid
Services"). The Free Services and the Paid Services are referred to
collectively in this Agreement as the "Services." Each Free Service
and Paid Service is referred to individually as a "Service."
1.1. Free Services. The Free Services include the
Amazon Associates Web Service, Alexa® Site Widgets, Amazon FWS,
and all other web services that we make available to you free of charge on the
Amazon Web Services-branded or Alexa®-branded web
sites accessible from aws.amazon.com (collectively, the "AWS
Website"), except those web services for which we specifically provide a
separate customer agreement.
1.2. Paid Services. The Paid Services include all
web services and any related support services that we make available to you for a fee on the AWS Website, except
those web services for which we specifically provide a separate customer
agreement. Our Paid Services include, but are not limited to:
If
you use Amazon FPS, you may incur fees for transactions that you submit through
the Payment Service provided by Amazon Payments, which is described in Section
5.7 below. We may, in our sole discretion, (i) begin charging fees for a Free
Service, in which case such Service will thereafter be deemed a Paid Service,
or (ii) cease charging fees for a Paid Service, in which case such Service will
thereafter be deemed a Free Service.
You
agree that we may modify this Agreement or any policy or other terms referenced
in this Agreement (collectively, "Additional Policies") at any time
by posting a revised version of the Agreement or such Additional Policy on the
AWS Website or our "Developer
Connection" pages accessible at http://developer.amazonwebservices.com/connect/index.jspa.
The revised terms shall be effective as follows:
By
continuing to use or receive the Services after the effective date of any revisions to
this Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any
revised Additional Policies. It is your
responsibility to check the AWS Website and the Developer Connection pages
regularly for changes to this Agreement or the Additional Policies, as
applicable. We last modified this Agreement on the date set forth at the top of
this Agreement.
3.1. Term. The term of this Agreement
("Term") will commence, and you may begin using the Services, once
you agree to the terms and conditions of this Agreement by clicking the
"Accept" button below and complete the registration process for your
Amazon Web Services account. The Agreement will remain in effect until
terminated by you or us in accordance with this Section 3.
3.2. Termination by You for Convenience. You
may terminate this Agreement for any reason or no reason at all, at your
convenience, by (i) providing us written notice of termination in accordance
with Section 15 and (ii) closing your account for any Service for which we
provide an account closing mechanism.
3.3. Termination or Suspension by Us Other Than for Cause.
3.3.1. Free
Services. We may suspend your right and license to use any or all
Free Services and any associated Amazon Properties (as defined in Section 6.1
below), or, if you are only using Free Services, terminate this Agreement in
its entirety (and, accordingly, cease providing all Services to you), for any
reason or for no reason, at our discretion at any time, immediately upon our
provision of notice to you in accordance with the notice provisions set forth
in Section 15 below.
3.3.2. Paid
Services (other than Amazon FPS and Amazon DevPay). We may suspend your right and
license to use any or all Paid Services (and any associated Amazon Properties)
other than Amazon FPS and Amazon DevPay, or terminate this Agreement in its entirety (and,
accordingly, cease providing all Services to you), for any reason or for no
reason, at our discretion at any time by providing you sixty (60) days' advance
notice in accordance with the notice provisions set forth in Section 15 below.
3.3.3. Amazon
FPS and Amazon DevPay. We may suspend your right and license to use Amazon FPS or Amazon DevPay
(currently in limited beta) and any associated Amazon Properties, or, if you
are only using Amazon FPS, terminate this Agreement in its entirety (and,
accordingly, cease providing all Services to you), for any reason or for no
reason, at our discretion at any time, immediately upon notice to you in
accordance with the notice provisions set forth in Section 15 below.
3.4. Termination or Suspension by Us for Cause. We may
suspend your right and license to use any individual Service or any set of
Services, or terminate this Agreement in its entirety (and, accordingly, your
right to use all Services), for cause effective as set forth below:
3.4.1. Immediately upon our notice to you in accordance with the
notice provisions set forth in Section 15 below if: (i) you attempt a denial of
service attack on any of the Services; (ii) you seek to hack or break any
security mechanism on any of the Services or we otherwise determine that your
use of the Services or the Amazon Properties poses a security or service risk
to us, to any user of services offered by us, to any third party sellers on any
of our websites, or to any of our or their respective customers or may subject
us or any third party to liability, damages or danger; (iii) you otherwise use
the Services in a way that disrupts or threatens the Services; (iv) you are in
default of your payment obligations hereunder and there is an unusual spike or
increase in your use of the Services; (v) we determine, in our sole discretion,
there is evidence of fraud with respect to your account; (vi) you use any of
the AWS Content (as defined in Section 6.1) or Marks (as defined in Section
6.2) other than as expressly permitted herein; (vii) we receive notice or we
otherwise determine, in our sole discretion, that you may be using AWS'
Services for any illegal purpose or in a way that violates the law or violates,
infringes, or misappropriates the rights of any third party; (viii) we
determine, in our sole discretion, that our provision of any of the Services to
you is prohibited by applicable law, or has become impractical or unfeasible
for any legal or regulatory reason; or (ix) subject to applicable law, upon
your liquidation, commencement of dissolution proceedings, disposal of your
assets, failure to continue your business, assignment for the benefit of
creditors, or if you become the subject of a voluntary or involuntary bankruptcy
or similar proceeding.
3.4.2. Fifteen (15) days following our provision of notice to you
in accordance with the notice provisions set forth in Section 15 below if you
are in default of any payment obligation with respect to any of the Services or
if any payment mechanism you have provided to us is invalid or charges are
refused for such payment mechanism, and you fail to cure such payment
obligation default or correct such payment mechanism problem within such 15 day
period.
3.4.3. Five (5) days following our provision of notice to you in
accordance with the notice provisions set forth in Section 15 below if you
breach any other provision of this Agreement and fail, as determined by us, in
our sole discretion, to cure such breach within such 5 day period.
3.5. Effect of Suspension or Termination.
3.5.1. Suspension.
Upon our suspension of your use of any Services, in whole or in part, for any
reason, (i) fees will continue to accrue for any Services that are still in use
by you (including Premium Support), notwithstanding the suspension (including your continued storage of
data on the Amazon S3 or Amazon SimpleDB service
during the period of suspension); (ii) you remain liable for all fees, charges
and any other obligations you have incurred through the date of suspension with
respect to the Services; and (iii) all of your rights with respect to the
applicable Services shall be terminated during the period of the suspension.
3.5.2. Termination.
Upon termination of this Agreement for any reason: (i) you remain liable for
all fees, charges and any other obligations you have incurred through the date
of termination with respect to the Services; (ii) all of your rights under this
Agreement shall immediately terminate; and (iii) you shall immediately return,
or if instructed by us, destroy all AWS Confidential Information (as defined in
Section 9 below) and any Amazon Properties then in your possession.
3.6. Survival. In the event this Agreement is
terminated for any reason, Sections 3.5, 3.6, 3.7, 3.8, 4.2, 6, 8 (with respect
to payments that are accrued but unpaid at the time of termination), and 9
through 16 will survive any such termination.
3.7. Data Preservation in the Event of Suspension or Termination.
3.7.1. In the
Event of Suspension Other Than for Cause. In the event of a suspension
by us of your access to any Service for any reason other than a for cause
suspension under Section 3.4.1, during the period of suspension, (i) we will
not take any action to intentionally erase any of your data stored on the
Services and (ii) applicable Service data storage charges will continue to
accrue.
3.7.2. In the
Event of Termination Other Than for Cause. In the event of any
termination by us of any Service or any set of Services, or termination of this
Agreement in its entirety, other than a for cause termination under Section
3.4.1, (i) we will not take any action to intentionally erase any of your data
stored on the Services for a period of thirty (30) days after the effective
date of termination; and (ii) your post termination retrieval of data stored on
the Services will be conditioned on your payment of Service data storage
charges for the period following termination, payment in full of any other
amounts due us, and your compliance with terms and conditions we may establish
with respect to such data retrieval.
3.7.3. In the
Event of Other Suspension or Termination. Except as provided in
Sections 3.7.1 and 3.7.2 above, we shall have no obligation to continue to
store your data during any period of suspension or termination or to permit you
to retrieve the same.
3.8. Post-Termination Assistance.
Following the suspension or termination of your right to use the Services by us
or by you for any reason other than a for cause termination (i.e., a
termination under Section 3.2 or under Section 3.3), you shall be entitled to
take advantage of any post-termination assistance we may generally make
available with respect to the Services, such as data retrieval arrangements we
may elect to make available. We may also endeavor to provide you unique post-suspension
or post-termination assistance, but we shall be under no obligation to do so.
Your right to take advantage of any such assistance, whether generally made
available with respect to the Services or made available uniquely to you, shall
be conditioned upon your acceptance of and compliance with any fees and terms
we specify for such assistance.
Subject
to your acceptance of and compliance with this Agreement and with the payment
requirements for the Services that are set forth on the applicable Service
detail page on the AWS Website (as such payment terms may be updated from time
to time), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our
intellectual property rights, to access and use the Services, solely in
accordance with the terms and conditions of this Agreement.
4.1. Permitted Uses Generally.
4.1.1. You may write a software application or Web site ("Application") that
interfaces with the Services. You acknowledge that we may change, deprecate or
republish APIs (as defined in Section 6.1 below) for any Service or feature of
a Service from time to time, and that it is your responsibility to ensure that
calls you make to any Service are compatible with then-current APIs for the
Service.
4.1.2. You may make network calls or requests to the Services at
any time that the Services are available, provided that, unless otherwise set
forth in an applicable Authorized Use Policy set forth herein for any Service
("AUP"), you (or if you build and release an Application, each
installed copy of your Application) may not exceed the maximum file size or
maximum calls per second limit (if any) set forth for any particular Service in
its AUP (or, in the event the AUP for a Service does not indicate a maximum
file size, greater than 40K).
4.2. Restricted Uses Generally.
4.2.1. You may not interfere or attempt to interfere in any manner
with the functionality or proper working of the Services.
4.2.2. You may not compile or use the Amazon Properties or any
other information obtained through the Services for the purpose of direct
marketing, spamming, unsolicited contacting of sellers or customers, or other
impermissible advertising, marketing or other activities, including, without
limitation, any activities that violate anti-spamming laws and regulations.
4.2.3. You may not remove, obscure, or alter any notice of any
Mark, or other intellectual property or proprietary right appearing on or
contained within the Services or on any Amazon Properties.
4.2.4. Subject to the terms and conditions of this Agreement, you
may generally publicize your use of the Services; however, you may not issue
any press release with respect to the Services or this Agreement without our
prior written consent.
4.3. Accounts and Keys. Unless otherwise stated
in an applicable AUP, you may only create one account per email address. AWS
accounts are associated with one or more public key/private key pairs, which
are used to access the service. Examples include an Amazon-issued Access Key ID
string (as a public key) and an Amazon-issued Secret Access Key string (as a
private key), or an X.509 certificate (as a public key) and its corresponding
private key. When you complete the account creation process, you will be issued
unique account identifiers ("Account Identifiers"), and may add a
public key to your account. Account Identifiers (i) identify your account and
(ii) allow you to make requests to AWS. The Account Identifier is immutable and
will always uniquely identify your AWS account. Public key/private key pairs
are unique to your account and are subject to change. Private keys are for your
personal use only, and you may not sell, transfer, sublicense or otherwise
disclose your private key to any other party. You may use your public key in
the open in requests to AWS; your public key is therefore not secret. However,
you are responsible for maintaining the secrecy and security of your private
key. You are fully responsible for all activities that occur under your Account
Identifiers, regardless of whether such activities are undertaken by you or a
third party. Therefore, you should contact us immediately if you believe a
third party may be using your private key, or if your
private key is otherwise lost or stolen. You are responsible for maintaining
up-to-date and accurate information (including contact information) for your
AWS account. We are not responsible for any unauthorized access to, alteration
of, or the deletion, destruction, damage, loss or failure to store any of, Your
Content (as defined in Section 10.2), your Applications, or other data which
you submit or use in connection with your account or the Services.
4.4. Monitoring Your Use of the Amazon Web Services. You
agree to provide information and/or other materials related to your
Applications as reasonably requested by us to verify your compliance with this
Agreement. You further acknowledge and agree that, with respect to:
4.4.1. Online
Applications, we may crawl or otherwise monitor the external
interfaces of your Application for the purpose of verifying your compliance
with this Agreement. You may not seek to block or otherwise interfere with such
crawling or monitoring (and we may use technical means to overcome any methods
used on your Application to block or interfere with our crawling or
monitoring); and
4.4.2. Client-Side
Applications, you agree to furnish a copy of your Application upon
request for the purpose of verifying your compliance with this Agreement.
The
following AUPs apply only to the specific Services for which they are provided.
In the event of a conflict between the terms of an AUP and the terms and
conditions of this Agreement, the terms of the AUP shall apply, but only to the
extent of such conflict.
5.1. Amazon Associates Web
Service
5.1.1. Amazon Associates Web Service is a marketing program for www.amazon.com, www.amazon.ca, www.amazon.co.jp, www.amazon.de, www.amazon.fr, and/or www.amazon.co.uk (collectively, the "Amazon
Website"). Unlike most other Services, for which we charge a fee, we make the
Amazon Associates Web Service available for free. Amazon Associates Web Service
includes, among other things, data feeds proprietary to Amazon regarding
products and services available on the Amazon Website. Our purpose in making Amazon
Associates Web Service available is to allow certain websites, which we deem to
be appropriate Amazon marketing partners, to drive traffic to the Amazon
Website and to drive sales of products and services on the Amazon Website. In
exchange for driving traffic to and sales on the Amazon Website, Amazon
Associates Web Service partners eligible for
participation in the Amazon Associates program may receive payments from Amazon
through the Amazon Associates program. Given the nature of Amazon Associates
Web Service, a number of rules apply to the use of Amazon Associates Web
Service that do not apply to the use of other
Services.
5.1.2. In addition to the termination and suspension rights
outlined in Section 3, we retain the right to determine, in our sole
discretion, whether you shall be entitled to use Amazon Associates Web Service
and, if we have permitted you to use Amazon Associates Web Service, to
discontinue your use of Amazon Associates Web Service at any time, in our sole
discretion upon notice to you.
5.1.3. You are not permitted to use Amazon Associates Web Service
with any Application or for any use that does not have, as its principal
purpose, driving traffic to the Amazon Website and driving sales of products
and services on the Amazon Website.
5.1.4. Without our prior written approval, you may not access or
use the Amazon Associates Web Service for the purpose of aggregating,
analyzing, extracting, or repurposing any Amazon Properties (including the AWS
Content). You should contact us at
aws@amazon.com to seek our prior approval.
5.1.5. Unless we have provided you our express written consent in
advance, you are not permitted to use Amazon Associates Web Service in
connection with any handheld, mobile or mobile phone application.
5.1.6. There is certain information that may not be available to
you through Amazon Associates Web Service unless you are either: (i) a seller
on the Amazon Website and are using that data for the purposes of competitively
pricing your products to be sold via the Amazon Website; or (ii) an authorized
participant in the Amazon Associates program and are using that data for the
purposes of merchandising Amazon products on or within your Application.
5.1.7. Your use of the Amazon Properties must be strictly limited
to promoting the availability of products and services on the Amazon Website,
and you must link each use of the Amazon Properties to the related product
detail page of the Amazon Website.
5.1.8. You may not: (i) link any of the Amazon Properties to any
commercial page of a website other than the Amazon Website; or (ii) in
conjunction with any Amazon Property, direct traffic to any commercial page of
a website other than the Amazon Website.
5.1.9. If you have complied with the linking obligations and
restrictions above, you may have links within other areas of your Application
(i.e., that are not Amazon Properties) to websites other than the Amazon
Website, but you may not use an Amazon Property in connection with any such
link.
5.1.10. Unless we have provided you our express written consent in
advance, you may not sell, resell, redistribute, sublicense, or transfer (i)
all or any portion of the Amazon Properties, or (ii) Applications that are
built using Amazon Associates Web Service or that incorporate any Amazon
Property (including any AWS Content).
For example, you may not use your Application
on or within any other application, platform, website or service of a third
party (including social networking sites) where such third party requires you
to sublicense or give any other rights to Amazon Properties to such third party
or any other person. If you wish to
sell, resell, redistribute, sublicense or transfer any Amazon Properties in
connection with your Application (including displaying the Amazon Properties in
connection with an Application for which you are charging a fee) or any
Applications that are built using Amazon Associates Web Service, you should
contact us at aws@amazon.com to seek our prior approval.
5.1.11. You may store a link for a product image included in
Amazon Properties for up to 24 hours, but you may not store or cache the
product image itself.
5.1.12. You may otherwise store Amazon Properties generally (other
than pricing or availability information) for caching purposes for up to 24
hours. However, you may store the following Amazon Properties for caching
purposes for up to 1 month:
| URL | ASIN | Product Name | Catalog |
| Artists | Authors | MPN | Starring |
| ISBN | Directors | Manufacturer | Media |
| Distributor | Release Date | Publisher | Num Media |
| UPC | Reading Level | Theatrical Release Date | Platforms |
| MPAA Rating | ESRB Rating | Age Group | Encoding |
5.1.13. If your Application includes a client application, you may
not permit the client application to store or cache Amazon Properties.
5.1.14. You specifically acknowledge and agree that, at any time,
Amazon may direct you to delete any or all of the Amazon Properties, and you
will promptly comply with any such direction.
5.1.15. You must refresh and re-display any Amazon Properties
(other than pricing or availability information) at least once every 24 hours
or once every month, as applicable, by making a call to AWS and refreshing your
Application's contents immediately after the call.
5.1.16. If you display pricing or availability information on or
within your Application, you must refresh the information by making a call to
AWS at least once every 24 hours, and you must re-display the information and
refresh your Application's contents immediately after the call.
5.1.17. If you choose to make a call to Amazon Web Services less
frequently than hourly, you must include a time/date stamp adjacent to the
pricing or availability information. (If the pricing or availability
information being displayed was requested on the current day, you may omit the
date portion of the stamp.) Additionally, you must either include the following
disclaimer adjacent to the pricing or availability information, or provide it
via a hyperlink, popup box, scripted popup, or other similar method:
"Price is accurate as of the date/time indicated. Prices and product availability
are subject to change. Any price displayed on the Amazon website at the time of
purchase will govern the sale of this product." Examples of acceptable
messaging include:
In the above examples, "Details" and "More
info" would provide a method for the user to read the disclaimer.
5.1.18. You may provide text, images, reviews, and other
informational content (your "Associate Content") about a product to us. If
you do so, you hereby grant to us a perpetual, paid-up royalty-free,
nonexclusive, worldwide, irrevocable right and license, under all of your
intellectual property rights, to: (i) use, reproduce, perform, display and
distribute your Associate Content in any manner; (ii) adapt, modify, re-format and
create derivative works of your Associate Content for any purpose; (iii) use and
publish your name in the form of a credit in conjunction with your Associate Content;
and (iv) sublicense the foregoing rights to our affiliates or any third
parties. Additionally, you represent and warrant that: (a) your Associate Content is
your original work, or you obtained your Associate Content in a lawful manner; and
(b) our and our sublicensees' use of your Associate Content
as permitted by the license above will not violate any third party's rights,
including but not limited to copyright rights. We reserve the right, but are
not obligated, to use and publish your name in the form of a credit in
conjunction with your Associate Content as you supply it to us, and by supplying any Associate
Content, you grant us the irrevocable right to do so.
5.1.19. You may make network calls or requests to Amazon
Associates Web Service at any time that Amazon Associates Web Service is
available, provided that you (or if you build and release an Application, each
copy of your Application installed by a third-party end-user of your
Application) may not exceed one (1) call per second or send files greater than
40K.
5.1.20. You may display the Text Materials (as defined in Section
6.1), other than Documentation (as defined in Section 6.1), within your
Application so long as you include the following disclaimer in plain view and
clearly visible to the user of your Application: "PLEASE KEEP IN MIND THAT
SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH THIS APPLICATION
COMES FROM AMAZON WEB SERVICES. ALL SUCH CONTENT IS PROVIDED TO YOU "AS
IS." THIS CONTENT AND YOUR USE OF IT ARE SUBJECT TO CHANGE AND/OR REMOVAL
AT ANY TIME."
5.2. Amazon Simple Storage Service (Amazon S3)
5.2.1. Provided that you comply with the terms of this Agreement
and our policies and procedures for the use of Amazon S3, you may use Amazon S3
to store, retrieve and serve software applications, data and/or content owned,
licensed or lawfully obtained by you (all of the foregoing, to the extent
actually stored on Amazon S3, "Your Amazon S3 Content"). You
acknowledge that neither we nor our licensors are responsible in any manner,
and you are solely responsible, for your Amazon S3 Content. While we may track
information regarding your use of Amazon S3, we will not sell or license Your
Amazon S3 Content, and will not disclose Your Amazon S3 Content except as we
may determine to be necessary or desirable to comply with the Agreement, the
request of a governmental or regulatory body, subpoenas or court orders, or for
other legal purposes.
5.2.2. You must comply with the terms of the Amazon S3 Developer
Guide, as posted by us and updated by us from time to time on the AWS Website,
including, without limitation, any limitations described in the Amazon S3
Developer Guide on the total size of files or objects that may be stored on the
Amazon S3 servers at any one time (e.g., restrictions on files or objects that
contain more than 5 Gigabytes of data or that configure more than 100 top tier
folders or "buckets").
5.3. Amazon Simple Queue Service (Amazon SQS)
5.3.1. Provided that you comply with the terms of this Agreement
and our policies and procedures for the use of Amazon SQS, you may use Amazon
SQS in connection with data owned or lawfully obtained by you (such data, to
the extent to which actually used in connection with Amazon SQS, "Your
Amazon SQS Content"). You acknowledge that neither we nor our licensors
are responsible in any manner, and you are solely responsible, for your Amazon
SQS Content. While we may track information regarding your use of Amazon SQS,
we will not sell or license your Amazon SQS Content and will not disclose Your
Amazon SQS Content except as we may determine to be necessary or desirable to
comply with the Agreement, the request of a governmental or regulatory body,
subpoenas or court orders, or for other legal purposes.
5.3.2. Your use of Amazon SQS is subject to the limits specified in the most recent user documentation, including limits on the available number of queues or messages, message size, and the number of days during which a message or inactive queue can be maintained. You may not knowingly create and maintain inactive queues.
We may delete, without liability of any kind, any of your
Amazon SQS Content that sits in a queue or any queue that remains inactive for more than the number of days specified in the user documentation.
5.4. Amazon Elastic Compute Cloud (Amazon EC2)
5.4.1. Provided that you comply with the terms of this Agreement
and our policies and procedures for the use of Amazon EC2, you may use Amazon
EC2 to execute Applications owned or lawfully obtained by you. You are solely
responsible for your Applications, including any data, text, images or content
contained therein.
5.4.2. While we may track information regarding your usage of
Amazon EC2, we will not disclose, sell or license your Applications that use
Amazon EC2 or content or data contained therein (all of the foregoing, to the
extent to which you actually use Amazon EC2 in connection therewith, "Your
Amazon EC2 Content"), except as: (i) you expressly authorize us to do in
connection with your participation in other services that may be offered by us;
or (ii) we may determine to be necessary or desirable to comply with the
Agreement, the request of a governmental or regulatory body, subpoenas or court
orders, or for other legal purposes.
5.4.3. You are personally responsible for all Applications running
on and traffic originating from the instances you initiate within Amazon EC2.
As such, you should protect your authentication keys and security credentials.
Actions taken using your credentials shall be deemed to be actions taken by
you.
5.4.4. Email.
Electronic communications must adhere to all applicable laws. Without limiting
the foregoing, the following are strictly prohibited:
5.4.5. Network.
You may make network connections from Amazon EC2 hosted servers to other hosts
only with the permission and authorization of the destination hosts and
networks. Examples of unacceptable network traffic include:
You may not operate network services such as:
5.4.6. Services
and Applications. The Amazon EC2 servers are hosted in and are
subject to all applicable laws of the
You may not share or publish Amazon Machine Images
("AMIs") or other content or applications on the AWS Website that are
intended to cause, or have the consequence of causing, the user to be in
violation of the terms and conditions of this Agreement.
5.5.1. Provided that you comply with the terms of this Agreement and
our policies and procedures for the use of Alexa® Web
Services, you may use Alexa® Web Services to create
or enhance applications or websites, to create search websites or search
services, to retrieve information about websites, and to research or analyze
data about the traffic and structure of the web.
5.5.2. You may not display data you receive via the Alexa® Services that has been cached for more than 24
hours.
5.5.3. You may not resell or redistribute the Alexa®
Web Services or data you access via the Alexa® Web
Services.
5.5.4. For the Alexa Site Thumbnail™
Service, thumbnail images may not be available for all URLs and the images in
the Alexa Site Thumbnail™ Service database may not
reflect the most recent and accurate URLs as they actually appear at any given
time on the Internet.
5.5.5. You may use data you receive from the Alexa®
Web Services, such as web site traffic data, to enhance your Application or
website, but may not use it in any Application whose primary purpose
is to display the same or related data or whose primary purpose is to compete
with www.alexa.com (the "Alexa®
Website").
5.6. Amazon Flexible Payments
Service (Amazon FPS)
5.6.1. The terms in this Section 5.6 apply only to Amazon FPS and
use of your Application with the web-based payment service provided by Amazon
Payments, Inc. ("Amazon Payments") that enables the processing of
payment transactions initiated by third parties, and that may include, without
limitation, the processing and settlement of credit card transactions, bank
transfers, or the administration of prepaid or post-paid balances (the
"Payment Service").
5.6.2. Provided that you comply with the terms of this Agreement
and the policies and procedures for the use of Amazon FPS and the Payment
Service, you may:
5.6.3. The FPS SDK, FPS Sample Code, and FPS Specifications (as
defined below) shall be considered Amazon Properties (described in Section 6).
Except as expressly authorized by this Section 5.6, you may not sublicense,
loan, sell, assign, lease, rent, transfer, act as a service bureau, distribute
or grant rights to any person or entity in Amazon FPS, the FPS SDK, the FPS
Sandbox or the Payment Services.
5.6.4. You and your Application will comply with any technical and
operational specifications and other documentation or policies provided or made
available by us or Amazon Payments with respect to Amazon FPS or the Payment
Service respectively (the "FPS Specifications"). We reserve the right
to update or modify the FPS Specifications at any time. Prior to making your
Application generally available for commercial use, you will thoroughly test
your Application to ensure that it operates properly with Amazon FPS, including
without limitation that it complies with the FPS Specifications.
5.6.5. We may review and test your Application to confirm that it
operates properly with Amazon FPS and complies with the FPS Specifications,
using review and test processes determined in our sole discretion. You agree to
correct any material errors, defects or other non-compliance of which you
become aware, including from review and test results provided by us. We may
make modifications, updates or upgrades to Amazon FPS, the FPS SDK, or FPS
Specifications. In such event, you will test and, if necessary, modify your
Application to ensure that it continues to operate properly with the
then-current version of Amazon FPS.
5.6.6. You must establish and maintain a payments account with
Amazon Payments to use your Application commercially with Amazon FPS and to
access the Payment Service. Your use of the Payment Service is subject to
Amazon Payment's policies, procedures, and user agreements, and any breach of
the foregoing will constitute a breach of this Agreement. In addition to the
limitations described in Section 6.2, any use of the Amazon Payments logo and
trademark is subject to the trademark usage guidelines issued by Amazon
Payments.
5.6.7. You are responsible for (a) the collection and payment of
any and all sales, use, excise, import, export, value added and other taxes and
duties assessed, incurred or required to be collected or paid for any reason in
connection with any offer or sale of products or services by you, including
your Application, and (b) any payment transaction that is initiated using your
Application that is charged back or reversed (a "Chargeback") to the
extent that such Chargeback is attributable to any error, act, or omission of
you or your Application and is not otherwise recovered by Amazon Payments from an
End User. You will indemnify and reimburse Amazon Payments and its affiliates
against any claim or demand for payment of any such taxes or any Chargebacks.
5.6.8. You represent, warrant, and covenant that you will at all
times:
5.7. Amazon DevPay Service (Amazon DevPay)
5.7.1. Provided that you
comply with the terms of this Agreement and our policies and procedures for the
use of Amazon DevPay Service, you may use Amazon DevPay to:
(1) sell to end users ("Customers") use of
Applications that you develop and make available with the Amazon Services (the
"Bundled Application"), including AMIs that you develop; (2) establish accounts
for Customers that use the Bundled Application ("Customer Accounts"); (3) manage
features of Customer Accounts; and (4) receive payments from Customers for
Bundled Applications.
5.7.2. You
will establish the pricing applicable to Customers for their use of any Bundled
Application.We will only be responsible
for collecting those fees that are fully disclosed and properly configured
within the DevPay Service.The fees you
charge to Customers for your Bundled Applications through the DevPay Service
(as further described in Section 5.7.5 below) must constitute the full and
complete fees you charge Customers for such Bundled Applications.
You may not charge or impose any additional
or supplemental fees for Bundled Applications other than those disclosed
through the DevPay Service.While you
are using the DevPay Service, you shall not establish any alternative means of
payment for such Bundled Applications.
The foregoing does not limit your ability to charge and receive payments
for goods and services other than the Bundled Application sold through the
DevPay Service.
5.7.3. You
are responsible for designating all terms and conditions applicable to the use
of the Bundled Application; provided that, use of the underlying Services are
subject to the terms of this Agreement which will control in the event of a
conflict. We may require users to register an AWS account (including agreeing
to the terms of this Agreement) in order to use Amazon EC2 or other Services
associated with the Bundled Application.
You may not extend on behalf of us any written or oral warranty or
guarantee, or make any representation or claim, with respect to the Services
without our prior written consent.Upon termination
of this Agreement or the Payment Processing Agreement for any reason, all
access by Customers with respect to your Bundled Applications may be terminated
by us.
5.7.4. Except
as set forth in Section 5.7.5 you are fully liable for all charges incurred for
Services under your Account Identifiers or those assigned to your Customers for
your Bundled Applications. All Services will be charged at the then
current price applicable to such services under this Agreement. Payments
will be processed by Amazon Payments, Inc. and are subject to the terms of the
Payment Processing Agreement,
including your liability for chargebacks. All
payments collected using the DevPay Service are
subject to the then current processing fee described on the DevPay detail page
on the AWS Website.Amounts owed under
this Agreement may be deducted from proceeds collected under the Payment
Processing Agreement.
5.7.5. If we are unable to collect the fees you specify from
your Customers for the sale of your Bundled Applications ("Customer Fees") or
a prior transaction for those fees is reversed, you will not be responsible for
paying the fees for the Services used by you and your Customer ("Service Fees")
and AWS will have no obligation to remit or otherwise seek collection of the
Customer Fees, provided that the payment failure is due to:
In addition, in the applicable month, the Customer Fees charged must exceed the
Service Fees. In the event of such a payment failure, we may recover or
otherwise st off any Customer Fees from you that we collected in the month to
the extent they do not exceed the Service Fees. In the event that either you
or AWS is subsequently able to collect the Customer Fees, you will pay to AWS
the corresponding Service Fees as provided in this Agreement.
5.7.6. We
will host and make available to Customers a customer interface ("Customer UI")
permitting (a) the display to Customers of certain pricing, terms and
conditions and other information you provide to us regarding your Bundled
Applications ("Subscription Information") and (b) Customers to engage in
certain functions with respect to your Bundled Applications, such as account
establishment, account termination, payment authorization and termination
rights.We will define and control the
fields and format for the Customer UI and for Subscription Information.
We retain all rights to the Customer UI,
including its look and feel, and you will not copy or mimic the Customer UI in
any manner.
5.7.7. You
are responsible for ensuring and shall ensure that all Subscription Information
(as you provide it to us and as it is ultimately shown on the Customer UI)
is:(1) full, accurate and complete, (2)
not misleading; and (3) in compliance, in all respects, with applicable
laws.You must promptly update the Subscription
Information when and as necessary to ensure that the Subscription Information
continues to comply with the foregoing requirements, even if the updates are
necessary as a result of changes we make to the data input fields or to the
Customer UI.
5.7.8. You
are responsible for providing customer service (if any) to Customers for your
Bundled Applications.We shall have no
obligation to provide customer or technical support to any Customer for Bundled
Applications; provided that, we will provide support to Customers regarding
billing and payment questions.
5.7.9. You
will use the communication methods we establish through the DevPay Services for
the administration of Customer Accounts, including, but not limited to, any
communications regarding Customer Account termination or pricing changes.
5.7.10. You
acknowledge and agree that we may take any of the corrective action regarding
Customer Accounts to the extent we deem necessary or appropriate, in our sole
discretion, to (1) comply with law, (2) enforce or apply this Agreement, the
Payment Processing Agreement, or other agreements or policies applicable to the
Services or DevPay Service, or (3) protect the rights, property or safety of
our business, a Customer, or any third party.
Corrective action may include (i) suspending, canceling or closing of
Customer Accounts; (ii) re-establishment of Customer Accounts; and (iii)
waiving or refunding of fees on Customer Accounts.
We shall have no liability to you for taking
any such actions.You shall promptly
comply with any actions we take or may require of you regarding Customer
Accounts.These actions may include,
without limitation, reimbursing us for Customer refunds we issue, discontinuing
provision of services on Customer Accounts we cancel, and re-establishment of
services on Customer Accounts we re-establish.
Should you ask us to close a Customer Account by using a method we have
provided for that purpose, we will endeavor to close the Customer Account
reasonably promptly, but we shall have no liability to you for the speed with
which we do so or for our failure to do so.
You shall indemnify and hold us and our employees, officers, directors
and representatives, harmless from and against any and all claims, losses,
damages, liabilities, judgments, penalties, fines, costs and expenses
(including reasonable attorneys fees), arising out of or in connection with any
claim based on or related to any actions we may take with respect to any
Customer Account at your direction, including, without limitation, any closure
of a Customer Account.
5.7.11.You acknowledge and
agree that:(a) you have no expectation
and have received no assurances that your business relationship with us will
continue beyond the Term (or its earlier termination), that any investment by
you in the promotion of any Bundled Application will be recovered or recouped,
or that you will obtain any anticipated amount of profits; and (b) you will not
have or acquire by virtue of the DevPay Services or otherwise any vested,
proprietary or other right in the promotion of any Services or in any related goodwill
created by your efforts.
5.8. Amazon SimpleDB Service (Amazon
Simple DB)
5.8.1. Provided that you comply with the terms of this Agreement
and our policies and procedures for the use of Amazon SimpleDB,
you may use Amazon SimpleDB to store, query, retrieve
and serve data and/or content owned, licensed or lawfully obtained by you (all
of the foregoing, to the extent actually stored in Amazon SimpleDB,
"Your Amazon SimpleDB Content"). Neither we
nor our licensors are responsible in any manner, and you are solely
responsible, for your Amazon SimpleDB Content. While
we may track information regarding your use of Amazon SimpleDB,
we will not sell or license Your Amazon SimpleDB
Content, and will not disclose Your Amazon SimpleDB
Content except as we may determine to be necessary or desirable to comply with
the Agreement, the request of a governmental or regulatory body, subpoenas or
court orders, or for other legal purposes.
5.8.2. You must comply with the terms of the technical
documentation applicable to (including the Amazon SimpleDB
Developer Guide) as posted by us and updated by us from time to time on the AWS
Website, including, without limitation, any limitations on the number and total
size of domains, items and attributes that may be stored on the Amazon SimpleDB servers.
5.9. Amazon Fullfillment Web Service (Amazon FWS)
5.9.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Amazon FWS, you may access and use Amazon FWS to query, access, transmit and receive product and shipping information related to your use of the Fulfillment by Amazon service ("FBA Service") sold and provided by Amazon Services LLC ("Amazon Services") in accordance with any applicable FBA Specifications (as defined below).
5.9.2. To use Amazon FWS, you must have a current account in good standing and be registered to use the FBA Service (your "Seller Account"). Your use of the FBA Service and your Seller Account is solely subject to Amazon Services' policies, procedures, the Amazon Business Services Agreement or other applicable user agreements. Amazon FWS is only a technical interface that enables you to access and process certain information related to your Seller Account. AWS will have no liability to you or any third party related to your Seller Account.
5.9.3. You may use Amazon FWS only to administer product and shipping information associated with your Seller Account. When registering for Amazon FWS, you must use the same username and password which is associated with your Seller Account. You may not develop or use an Application to access Amazon FWS that collects, processes or stores the Account Identifiers or other security credentials (including usernames and passwords) of any third party associated with AWS or any of its affiliates.
5.9.4. You and your Application will comply with any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to Amazon FWS (the "FBA Specifications"). We reserve the right to update or modify the FBA Specifications at any time. Prior to making your Application available for commercial use, you will thoroughly test your Application to ensure that it operates properly with Amazon FWS, including, without limitation, that it complies with the FBA Specifications.
5.10. Amazon Web Services Premium Support (AWS Premium Support)
5.10.1 Subject to the terms of this Agreement, we will provide "Premium Support" in accordance with the terms of AWS Premium Support Guidelines available at http://aws.amazon.com/premiumsupportguidelines (the "Guidelines"). Premium Support is available only for (a) the "Covered Services" and subscription levels set forth in the Guidelines, and (b) customers and their own Applications using the Covered Services. If you are experiencing problems with one or more Covered Services in connection with your use of an Application that was provided to you by a third party (someone other than yourself or AWS) then Premium Support is not available.
5.10.2 In providing Premium Support, AWS will use commercially reasonable efforts to (a) respond within the "Response Times" set forth in the Guidelines for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All Response Times are measured from the point when a case has been properly submitted by an authorized individual to us. Cases may be submitted as specified in the Guidelines. We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, or (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem.
5.10.3 Premium Support fees will be the greater of (a) the specified minimum monthly fee, or (b) a percentage of your monthly usage charges for all the Covered Services during the billing period. Regardless of when you sign up or terminate Premium Support, you are obligated to pay for a minimum of one month of support each time you register to receive the service. We reserve the right to refuse to provide Premium Support to any customer that frequently registers for and terminates the service.
6.1. Amazon Properties. We may make available
to you, for your installation, copying and/or use in connection with the
Services, from time to time, a variety of software, data and other content and
printed and electronic documentation (all such materials except those
specifically made available by us under separate license terms, the
"Amazon Properties"). Subject to your acceptance of this Agreement,
ongoing compliance with its terms and conditions with respect to the subject
Service, and payment if and as required for your right to use the subject
Service, we hereby grant to you, without the right to sublicense, a limited,
non-exclusive, non-transferable license during the Term, under our intellectual
property or proprietary rights in the Amazon Properties, only to install, copy
and use the Amazon Properties solely in connection with and as necessary for
your use of such Services and solely to the extent in compliance with all the
terms and conditions of this Agreement. The Amazon Properties may include,
without limitation:
Sample
source code which we may make available from time to time for use in connection
with the Services ("Sample Source Code") and libraries which we may
make available from time to time for use in connection with the Services
("Libraries") will be made available to you under separate license
that accompanies each Sample Source Code or Library and the term "Amazon
Properties," as used herein, specifically excludes any Sample Source Code
or Libraries made available to you under separate license.
Except
as may be expressly authorized under this Agreement:
6.2. Restrictions with Respect to Use of Marks. Your
use of any trademarks, service marks, service or trade names, logos, and
other designations of AWS and its affiliates, licensors and/or third parties
who sell items on the Amazon Website, hereinafter "Marks",
shall strictly comply with the following provisions. You may use the Marks in
conjunction with the display of the AWS Content and for the purpose of
indicating that your Application was created using the Services. You may use
the Marks only in the form in which we make them available to you and not in
any manner that disparages Amazon, its affiliates or its licensors, or that
otherwise dilutes any Mark. Other than your limited right to use the Marks as
provided in this Agreement, we and our licensors retain all right, title, and
interest in and to the Marks. You will not at any time now or in the future
challenge or assist others to challenge the validity of the Marks, or attempt
to register confusingly similar trademarks, trade names, service marks or
logos. You agree to follow our the Trademark Use Guidelines posted on the Amazon Web Services™ Trademark Guidelines
page (the "Trademark Guidelines") as those guidelines may change
from time to time. The Trademark Guidelines are incorporated herein by
reference. You must immediately discontinue use of any Mark as specified by us
at any time in writing. We may modify any Marks provided to you at any time,
and upon notice, you will use only the modified Marks and not the old Marks.
Other than as specified in this Agreement, you may not use any trademark,
service mark, trade name or other business identifier of Amazon or its
affiliates or third parties that sell products on the Amazon Website unless you
obtain Amazon's and any applicable third party's prior written consent. The
foregoing prohibition includes the use of "amazon,"
any other trademark of AWS, Amazon or its affiliates, or variations or misspellings
of any of them, in the name of an Application or in a URL to the left of the
top-level domain name (e.g., ".com", ".net", ".co.uk", etc.) -- for example, a URL such as
"amazon.mydomain.com", "amaozn.com" or
"amazonauctions.net" are expressly prohibited. Any use you make of
the Marks shall inure to our benefit and you hereby irrevocably assign to us
all right, title and interest in the same. In addition, you agree not to
misrepresent or embellish the relationship between us and you, for example by
implying that we support, sponsor, endorse, or contribute money to you or your
business endeavors.
6.3. Nonexclusive Rights. The rights granted by
Amazon in this Agreement with respect to the Amazon Properties, the Marks and
the Services are nonexclusive, and Amazon reserves the right to: (i) itself act
as a developer of products or services related to any of the products that you
may develop in connection with the Amazon Properties or via your use of the
Services; and (ii) appoint third parties as developers or systems integrators
who may offer products or services which compete with Amazon or your
Application.
7.1. Downtime and Service Suspensions. In
addition to our rights to terminate or suspend Services to you as described in
Section 3 above, you acknowledge that: (i) your access to and use of the
Services may be suspended for the duration of any unanticipated or unscheduled
downtime or unavailability of any portion or all of the Services for any
reason, including as a result of power outages, system failures or other
interruptions; and (ii) we shall also be entitled, without any liability to
you, to suspend access to any portion or all of the Services at any time, on a
Service-wide basis: (a) for scheduled downtime to permit us to conduct
maintenance or make modifications to any Service; (b) in the event of a denial
of service attack or other attack on the Service or other event that we
determine, in our sole discretion, may create a risk to the applicable Service,
to you or to any of our other customers if the Service were not suspended; or
(c) in the event that we determine that any Service is prohibited by law or we
otherwise determine that it is necessary or prudent to do so for legal or
regulatory reasons (collectively, "Service Suspensions"). Without limitation
to Section 11.5, we shall have no liability whatsoever for any damage,
liabilities, losses (including any loss of data or profits) or any other
consequences that you may incur as a result of any Service Suspension. To the
extent we are able, we will endeavor to provide you email notice of any Service
Suspension in accordance with the notice provisions set forth in Section 15
below and to post updates on the AWS Websites regarding resumption of Services
following any such suspension, but shall have no liability for the manner in
which we may do so or if we fail to do so.
7.2. Security. We strive to keep Your Content
secure, but cannot guarantee that we will be successful at doing so, given the
nature of the Internet. Accordingly, without limitation to Section 4.3 above
and Section 11.5 below, you acknowledge that you bear sole responsibility for
adequate security, protection and backup of Your Content. We strongly encourage
you, where available and appropriate, to use encryption technology to protect Your
Content from unauthorized access and to routinely archive Your Content. We will
have no liability to you for any unauthorized access or use, corruption,
deletion, destruction or loss of any of Your Content.
8.1. Service Fees. In consideration of your use
of any of the Paid Services, you agree to pay applicable fees for Paid Services
in the amounts set forth on the respective Service detail pages on the AWS
Website (including any minimum subscription fees). You are responsible for any fees assessed by Amazon Payments for
transactions that you submit to the Payment Service using Amazon FPS. Fees for
any new Service or new Service feature will be effective upon posting by us on
the AWS Website for the applicable Service. We may increase or add new fees for
any existing Service or Service feature, or implement a fee for any previously
Free Service or Free Service feature, by giving you 30 days' advance notice.
Such notice will be posted on the AWS Website on the Service detail page for
the affected Service. You agree that you are responsible for checking the AWS
Website each month to confirm whether there are any new fees and their
effective date(s). All fees payable by you are exclusive of applicable taxes
and duties, including, without limitation, VAT and applicable sales tax. You
will provide such information to us as reasonably required to
determine whether we are obligated to collect VAT from you, including
without limitation your VAT identification number.
8.2. Payment. We may specify the manner in
which you will pay any fees, and any such payment shall be subject to our
general accounts receivable policies from time to time in effect. All amounts
payable by you under this Agreement will be made without setoff or counterclaim
and without deduction or withholding. If any deduction or withholding is
required by applicable law, you shall notify us and shall pay such additional
amounts to us as necessary to ensure that the net amount that we receive, after
such deduction and withholding, equals the amount we would have received if no
such deduction or withholding had been required. Additionally, you shall
provide us with documentation that the withholding and deducted amounts have
been paid to the relevant taxing authority.
9.1. Use and Disclosure. You shall not disclose AWS
Confidential Information during the Term or at any time during the three (3)
year period following the end of the Term. As used in this Agreement, "AWS
Confidential Information" means all nonpublic information disclosed by us,
our business partners or our or their respective agents or contractors 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, without limitation, (i)
nonpublic information relating to our or our business partners' technology,
customers, business plans, promotional and marketing activities, finances and
other business affairs (including, but not limited to, any information about or
involving one of our so-called beta tests or a beta test product that you
obtain as a result of your participation in such beta test), (ii) third-party
information that we are obligated to keep confidential, and (iii) the nature,
content and existence of any discussions or negotiations between you and us.
Confidential Information does not include any information described in Section
9.2 or any information that you are required to disclose by law.
9.2. Excluded Information. Notwithstanding any
other provision in this Agreement, you shall not have any confidentiality
obligation to us under Section 9.1 above, with respect to any information
provided or made available by us hereunder, and we shall not have any
confidentiality or non-use obligation to you hereunder with respect to any
information, software application, data or content provided or made available
by you hereunder that: (i) is or becomes publicly available without breach of
this Agreement; (ii) can be shown by documentation to have been known to the
receiving party at the time of its receipt from the disclosing party; (iii) is
received from a third party who did not acquire or disclose the same by a
wrongful or tortious act; or (iv) can be shown by
documentation to have been independently developed by the receiving party.
9.3. Conflict with Separate Non-Disclosure Agreement. If you
and we are parties to a separate non-disclosure agreement ("Stand-Alone
NDA") and there is a conflict between the terms of the Stand-Alone NDA and
the terms of this Section 9, the terms of the Stand-Alone NDA shall control.
10.1. Our Services and the Amazon Properties. Other
than the limited use and access rights and licenses expressly set forth in this
Agreement, we reserve all right, title and interest (including all intellectual
property and proprietary rights) in and to: (i) the Services; (ii) the Amazon
Properties; (iii) the Marks; and (iv) any other technology and software that we
provide or use to provide the Services and the Amazon Properties. You do not,
by virtue of this Agreement or otherwise, acquire any ownership interest or
rights in the Services, the Amazon Properties, the Marks, or such other
technology and software, except for the limited use and access rights described
in this Agreement.
10.2. Your Applications, Data and Content. Other
than the rights and interests expressly set forth in this Agreement, and
excluding Amazon Properties and works derived from Amazon Properties, you
reserve all right, title and interest (including all intellectual property and
proprietary rights) in and to: (i) content and data you may send to us or use
as part of your use of any Servicesincluding Amazon
S3 or Amazon SimpleDB, which are designed by us to
permit you to send content or data to us ("Your Content"); and (ii)
your Applications.
10.3. Feedback. In the event you elect, in
connection with any of the Services, to communicate to us suggestions for
improvements to the Services, the Amazon Properties or the Marks (collectively,
"Feedback"), we shall own all right, title, and interest in and to
the same, even if you have designated the Feedback as confidential, and we
shall be entitled to use the Feedback without restriction. You hereby
irrevocably assign all right, title and interest in and to the Feedback to us
and agree to provide us such assistance as we may require to
document, perfect, and maintain our rights to the Feedback.
10.4. Non-Assertion. During and after the term of
the Agreement, with respect to any of the Services that you elect to use, you
will not assert, nor will you authorize, assist, or encourage any third party
to assert, against us or any of our customers, end users, vendors, business
partners (including third party sellers on websites operated by or on behalf of
us) sublicensees or transferees, any patent
infringement or other intellectual property infringement claim with respect to
such Services.
11.1. Use of the Services. You represent and
warrant that you will not use the Services, Amazon Properties and/or your
Application and Your Content: (i) in a manner that infringes, violates or
misappropriates any rights of us or any third party; (ii) to engage in spamming
or other impermissible advertising, marketing or other activities, including,
without limitation, any activities that violate anti-spamming laws and
regulations, including, without limitation, the CAN SPAM Act of 2003; (iii) in
any manner that constitutes or facilitates the illegal export of any controlled
or otherwise restricted items, including, without limitation, software,
algorithms or other data that is subject to export laws; and/or (iv) in a way
that is otherwise illegal or promotes illegal activities, including, without
limitation, in a manner that might be libelous or defamatory or otherwise
malicious or harmful to any person or entity, or discriminatory based on race,
sex, religion, nationality, disability, sexual orientation, or age.
11.2. Application and Content. You
represent and warrant: (i) that you are solely responsible for the development,
operation, and maintenance of your Application and for Your Content, including
without limitation, the accuracy, appropriateness and completeness of Your
Content and all product-related materials and descriptions; (ii) that you have
the necessary rights and licenses, consents, permissions, waivers and releases
to use and display your Application and Your Content; (iii) that neither your
Application nor Your Content (a) violates, misappropriates or infringes any
rights of us or any third party, (b) constitutes defamation, invasion of
privacy or publicity, or otherwise violates any rights of any third party, or
(c) is designed for use in any illegal activity or promotes illegal activities,
including, without limitation, in a manner that might be libelous or defamatory
or otherwise malicious, illegal or harmful to any person or entity, or
discriminatory based on race, sex, religion, nationality, disability, sexual
orientation, or age; (iv) that neither your Application nor Your Content
contains any Harmful Components; and (v) to the extent to which you use any of
the Marks, that you will conduct your business in a professional manner and in
a way that reflects favorably on the goodwill and reputation of Amazon.
11.3. Public
Software and Feedback.You
represent and warrant that you will not use, and will not authorize any third
party to use, any Public Software in connection with the Services in any manner
that requires, pursuant to the license applicable to such Public Software, that
any Amazon Properties or Services be (a) disclosed or distributed in source
code form, (b) made available free of charge to recipients, or (c) modifiable
without restriction by recipients. With respect to any Feedback, you represent
and warrant that such Feedback, in whole or in part, contributed by or through
you, (i) contains no third party software or any software that may be
considered Public Software and (ii) does not violate, misappropriate or
infringe any intellectual property rights of any third party. "Public Software"
means any software, documentation or other material that contains, or is
derived (in whole or in part) from, any software, documentation or other
material that is distributed as free software, open source software (e.g.,
Linux) or similar licensing or distribution models, including, but not limited
to software, documentation or other material licensed or distributed under any
of the following licenses or distribution models, or licenses or distribution
models similar to any of the following: (i) GNU's General Public License (GPL),
Lesser/Library GPL (LGPL), or Free Documentation License, (ii) The Artistic
License (e.g., PERL), (iii) the Mozilla Public License, (iv) the Netscape
Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun Industry
Standards License (SISL), (vii) the BSD License and (viii) the Apache License.
11.4. Authorization and Account Information. You
represent and warrant that: (i) the information you provide in connection with
your registration for the Services is accurate and complete; (ii) if you are registering for the
Services as an individual, that you are at least 18 years of age and
have the legal capacity to enter into this Agreement; and (iii) if you are
registering for the Services as an entity or organization, (a) you
are duly authorized to do business in the country or countries where you
operate, (b) the individual clicking "Accept" on this Agreement and
completing the registration for the Services meets the requirements of subsection (ii) above and
is an authorized representative of your entity, and (c) your employees,
officers, representatives and other agents accessing the Services are duly
authorized to access the Services and to legally bind you to this Agreement and
all transactions conducted under your account.
11.5. Disclaimers. AMAZON PROPERTIES, THE MARKS,
THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES,
MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN
CONNECTION THEREWITH (COLLECTIVELY THE SERVICE OFFERINGS) ARE PROVIDED "AS
IS". WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE
SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND
OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES
ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO
NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE
UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA
YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR
DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE
INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR
OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING,
ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR
INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE
SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11.6. Your Applications are Your Responsibility. In
addition to the foregoing, we specifically disclaim all liability, and you
shall be solely responsible for the development, operation, and maintenance of
your Application (including any Bundled Application) and for all materials that
appear on or within your Application and you agree that you shall, without
limitation, be solely responsible for:
11.6.1. the technical operation of your
Application and all related equipment;
11.6.2. the accuracy and appropriateness
of any materials posted on or within your Application (including, among other
things, any product-related materials);
11.6.3. ensuring that any materials posted on your site or within
your Application are not illegal and do not promote illegal activities,
including without limitation any activities that might be libelous or
defamatory or otherwise malicious, illegal or harmful to any person or entity,
or discriminatory based on race, sex, religion, nationality, disability, sexual
orientation, or age;
11.6.4. ensuring that your Application accurately and adequately
discloses, either through a privacy policy or otherwise, how you collect, use,
store, and disclose data collected from visitors, including, where applicable,
that third parties (including advertisers) may serve content and/or
advertisements and collect information directly from visitors and may place or
recognize cookies on visitors' browsers;
11.6.5. any of your users' or customers'
claims relating to your Application or any Services utilized in connection with
your Application; and
11.6.6. your election to utilize AMIs, sample code and libraries
that may be made available on the AWS Website, many of which may be provided by
third parties and many of which we have not tested or screened in any way.
11.7. Links. The AWS Website and/or the Services
may contain links to websites that are not under our control ("Third Party
Sites"). We are not responsible for the contents or functionality of any
Third Party Sites or any website that can be accessed via links on any Third
Party Site. We provide these links to you as a convenience and the inclusion of
any such links does not constitute or imply our endorsement or validation of
any Third Party Site.
11.8. Limitations of Liability.
NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN
CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES
RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS
TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER
THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US
HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
12.1. General. You agree to indemnify, defend
and hold us, our affiliates and licensors, each of our and their business
partners (including third party sellers on websites operated by or on behalf of
us) and each of our and their respective employees, officers, directors and
representatives, harmless from and against any and all claims, losses, damages,
liabilities, judgments, penalties, fines, costs and expenses (including
reasonable attorneys fees), arising out of or in connection with any claim
arising out of (i) your use of the Services and/or Amazon Properties in a
manner not authorized by this Agreement, and/or in violation of the applicable
restrictions, AUPs, and/or applicable law, (ii) your Application, Your Content,
or the combination of either with other applications, content or processes,
including but not limited to any claim involving infringement or
misappropriation of third-party rights and/or the use, development, design,
manufacture, production, advertising, promotion and/or marketing of your
Application and/or Your Content, (iii) your violation of any term or condition
of this Agreement or any applicable Additional Policies, including without limitation, your representations and
warranties, or (iv) you or your employees' or personnel's negligence or willful
misconduct.
12.2. Notification. We agree to promptly notify
you of any claim subject to indemnification; provided that our failure to
promptly notify you shall not affect your obligations hereunder except to the
extent that our failure to promptly notify you delays or prejudices your
ability to defend the claim. At our option, you will have the right to defend
against any such claim with counsel of your own choosing (subject to our
written consent) and to settle such claim as you deem appropriate, provided
that you shall not enter into any settlement without our prior written consent
and provided that we may, at any time, elect to take over control of the
defense and settlement of the claim.
13.1.
13.2. Export Compliance and Restrictions. You
shall, in connection with your use of the Services or the Amazon Properties,
comply with all applicable export and re-export control laws and regulations,
including the Export Administration Regulations, the International Traffic in
Arms Regulations, and country-specific economic sanctions programs implemented
by the Office of Foreign Assets Control in connection with your use of the
Services or Amazon Properties.
14.1. Notwithstanding anything to the contrary,
we may seek injunctive or other relief in any state, federal, or national court
of competent jurisdiction for any actual or alleged infringement of Amazon's or
any third party's intellectual property and/or proprietary rights. Any
dispute relating in any way to your visit to the AWS Website or to products or
services sold or distributed by AWS or its affiliates in which the aggregate
total claim for relief sought on behalf of one or more parties exceeds $7,500
shall be adjudicated in any state or federal court in King County, Washington,
and you consent to exclusive jurisdiction and venue in such courts. You
further acknowledge that our rights in the Amazon Properties are of a special,
unique, extraordinary character, giving them peculiar value, the loss of which
cannot be readily estimated and may not be adequately compensated for in
monetary damages.
14.2. Governing Law. By using the Services, you
agree that the laws of the State of
15.1. To You. Except as otherwise set forth
herein, notices made by us to you under this Agreement that affect our
customers generally (e.g., notices of amended Agreements, AUPs, updated fees,
etc.) will be posted on the AWS Website. Notices made by us under this
Agreement for you or your account specifically (e.g., notices of breach and/or
suspension) will be provided to you via the email address provided to us in
your registration for the Services or in any updated email address you provide
to us in accordance with standard account information update procedures we may
provide from time to time. It is your responsibility to keep your email address
current and you will be deemed to have received any email sent to any such
email address, upon our sending of the email, whether or not you actually
receive the email.
15.2. To Us. For notices made by you to us
under this Agreement and for questions regarding this Agreement or the
Services, you may contact Amazon as follows:
aws@amazon.com
and/or
Amazon Web Services LLC
Seattle
15.3. Language. All communications and notices
to be made or given pursuant to this Agreement shall be in the English
language.
16.1. Third Party Activities. If you
authorize, assist, encourage or facilitate another person or entity to take any
action related to the subject matter of this Agreement, you shall be deemed to
have taken the action yourself.
16.2. Severability. If any portion of this
Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining portions of this Agreement will remain in full
force and effect, and any invalid or unenforceable portions shall be construed
in a manner that most closely reflects the effect and intent of the original
language. If such construction is not possible, the provision will be severed
from this Agreement, and the rest of the Agreement shall remain in full force
and effect.
16.3. Waivers. The failure by us to enforce
any provision of this Agreement shall in no way be construed to be a present or
future waiver of such provision nor in any way affect our right to enforce such
provision thereafter. All waivers by us must be in writing to be effective.
16.4. Successors and Assigns. This
Agreement will be binding upon, and inure to the benefit of the parties and
their respective successors and assigns.
16.5. Entire Agreement. This Agreement
incorporates by reference all policies and guidelines posted on the AWS
Website, including all Additional Policies, and constitutes the entire
agreement between you and us regarding the subject matter hereof and supersedes
any and all prior or contemporaneous representation, understanding, agreement,
or communication between you and us, whether written or oral, regarding such
subject matter.
16.6. No Endorsement. You understand and acknowledge
that we are not certifying nor endorsing, and have no obligation to certify or
endorse, any of your Applications or Your Content.
16.7. Relationship. Nothing in this Agreement is
intended to or does create any type of joint venture, creditor-debtor, escrow,
partnership or any employer/employee or fiduciary or franchise relationship
between you and us (or any of our affiliates).