AWS Enterprise Agreement (TOTAL) Flashcards
(81 cards)
1
Q
Section 1
“Use of the Service Offerings”
A
- It grants customer the right to use the services,
- Explains how they will access the Services and set up their account(s)
- Introduces the concept of usage of ‘Third Party Content’, and 4. Allows for Affiliates to use the Services (provided an addendum is added).
2
Q
Section 1.1
“Generally”
A
- That the Customer can access and use the Services in accordance with the Agreement.
- Service Level Agreements apply to “certain” Services, and
- Customer’s use of the “Service Offerings” will comply with the terms of the Agreement.
3
Q
Section 1.2
“AWS Account”
A
- Customer must create one or more AWS Enterprise Accounts in order to access the Services.
- Customer will only create one (1) Enterprise Account per email address (unless specifically permitted otherwise by the Service Terms).
- All AWS Enterprise Accounts will be covered by the terms of the Agreement.
- This Agreement supersedes any acceptance of the AWS Customer Agreement (ie., the online click-thru) 5. HOWEVER, any Customer accounts that do not meet the definition of an “AWS Enterprise Account” will be governed by the click-thru.
4
Q
Section 1.3
“Third Party Content”
A
- Customer can choose to use third party content, and
- Use of the third party content will be governed by the terms of this Agreement unless it has its own terms (which may include its own, separate fees).
5
Q
Section 1.4
“Customer Affiliates”
A
Customer Affiliate may use the Service Offerings under its own account (and covered by this Agreement), by executing an addendum to this Agreement.
6
Q
Section 2
“Changes”
A
The ability for AWS to make changes to the:
- Service Offerings (including discontinuing them), and
- Service Level Agreements
7
Q
Section 2.1
“To the Service Offerings”
A
- AWS may make change or discontinue any of the Service Offerings;
- AWS will give 12 month’s notice prior to discontinuing a Service that
- (i) is generally available, AND
- (ii) Customer is using.
- No notice will be given if discontinuation is being done to :
- (i) address an emergency or threat to Security or integrity of AWS,
- (ii) respond to claims, litigation, or loss of license rights related to third-part IP rights, or
- (iii) comply with the law or requests of a government entity
8
Q
Section 2.2
“To the Service Level Agreements”
A
- AWS may make changes to the Service Level Agreements, but
- AWS will give 90 days’ notice prior to reducing benefits
9
Q
Section 3
“Privacy and Security”
A
- AWS Security Program - ie., how AWS protects Customer Content (including protections, ISO certifications, and SOC 1/2 audits), and
- Data Privacy - ie., where Customer Content is stored, and AWS’ s right (or general lack thereof) to access or use it,
10
Q
Section 3.1
“AWS Security”
A
- AWS will implement ‘Security Measures’ in the AWS Network that are designed to protect Customer Content.
- Security Measures will be in line with AWS Security Standards (which are detailed in Attachment B).
- AWS Security Standards may change but will never go down from those in place as of the Effective Date.
11
Q
Section 3.2
“Data Privacy”
A
- The Customer specifies what global region(s) their data is stored in.
- AWS will not access, use or move Customer Content except as necessary to
- (i) maintain or provide the Service Offerings, OR
- (ii) as necessary to comply with law(s) or court order
- AWS will give notification (if possible) of any court order for Customer Content prior to AWS doing anything.
- AWS use of Customer Account Information is governed by the Privacy Policy; and
- The AWS Privacy Policy does not apply to Customer Content.
12
Q
Section 3.3
“Service Attributes”
A
- AWS may use Service Attributes (ie. Customer info used for invoicing purposes), in BOTH the AWS Region where Customer uses the Services AND in the US (where AWS does it’s billing out of), for:
- Billing and administrative purposes;
- To provide Customer with support services (initiated by Customer), and
- To investigate fraud, abuse or violations of the Agreement
- Service Attributes may be processed wherever AWS maintains support and investigation personnel.
13
Q
Section 3.4
“AWS Information Security Program”
A
- AWS is ISO 27001 certified, and
- AWS will maintain a program of at least this standard.
14
Q
Section 3.5
“Audits of Technical and Organizational Measures”
A
Customer can get a copy of AWS’s SOC 1/2 audit reports upon request.
NOTE:
- No more than twice a year and
- a NDA must be in place.
15
Q
Section 4
“Customer Responsibilities”
A
This covers the specific responsibilities of the Customer as it relates to their:
- Data
- Role in the “shared security model”
- Log-in credentials and account keys
- End users.
16
Q
Section 4.1
“Customer Content”
A
- Customer is SOLELY responsible for everything about their data; and
- Customer Content must not violate any Policies or applicable law.
17
Q
Section 4.2
“Customer’s Security and Redundancy”
A
Customer is responsible for configuring their instances for the appropriate level security and necessary redundancy.
18
Q
Section 4.3
“Log-In Credentials and Accounts Keys”
A
- AWS log-in credentials and private keys generated by the Services:
- Are for Customer’s INTERNAL use only,
- MAY NOT be sold, transferred or sub-licensed
- May be given to Customer’s agents or subcontractors performing work on their behalf.
- That Customer is responsible for all activities that occur under its AWS account(s) (except to the extent AWS caused the breach).
19
Q
Section 4.4
“End Users”
A
If Customer is using the AWS Services to provide services to others (“End Users”), then:
- Customer has the relationship with the End Users (not AWS);
- Customer is responsible to the End Users (not AWS);
- Customer will ensure End Users compliance with the Agreement (laws, etc)
- Customer support to the End User is provided by Customer (exception if there is a separate agreement to do otherwise)
20
Q
Section 5
“Fees and Payment”
A
This section covers:
- Fees
- Invoicing
- Payment Terms
- Process for Disputed Amounts
- Remedies for Late Payments
- Responsibility for Taxes
21
Q
Section 5.1
“Service Fees”
A
- Invoicing is in arrears at the end of each month (unless the website says otherwise);
- Payments are NET 30
- Customer has 30 days from DATE of invoice to give notice of any disputed any amounts.
- Disputes then have 30 days from DATE OF NOTICE to resolve.
- AWS can suspend service until any past due amounts are received.
- No short payment on invoices.
- Fees are effective as of date posted on website (unless otherwise listed on the site)
- AWS can increase or add new fees upon 60 days’ notice.
- Late payments fee = 1.5%/mo
22
Q
Section 5.2
“Taxes”
A
- Each party is responsible to pay their own taxes.
- All AWS fees are listed WITHOUT taxes
- AWS will invoice for applicable taxes
- Customer will pay all amounts due to AWS without deducting amounts for applicable taxes.
- Customer can provide AWS a tax exemption certificate (if applicable).
23
Q
Section 6
“Temporary Limitation of Access and Use Rights”
A
- AWS can suspend accounts or access to Services (or parts of Services), by providing notice (unless immediate action is warranted), if Customer or their End Users poses a security risk or threat to the functioning of the Service Offerings or to AWS.
- Suspension right is limited to time and portions of the services required to mitigate risk/damages
- Suspension does not relieve Customer of obligation to pay fees for the period of time suspended.
24
Q
Section 7
“Term; Termination”
A
- Term of the Agreement
- Various termination rights of the parties.
25
Section 7.1
"Term"
The term of the Agreement starts on the Effective Date and continues until terminated by either party.
**_NOTE_**:
* Notification of Termination **_MUST_** include a termination date.
26
Section 7.2
"Termination"
(a) Termination for Convenience:
* Customer may terminate for convenience upon notice,
* AWS can terminate for convenience upon 2 yrs notice.
(b) Termination for Material Breach: Either party can terminate for cause for uncured material breach. AWS can also terminate for cause -
* (i) upon 90 days notice if AWS has had to suspend an account for more than 90 days or
* (ii) to comply with applicable law or requirements of gov't.
27
Section 7.3
"Effect of Termination - (a) General"
1. At the termination date all customer rights stop (except right to get Customer Data).
2. Customer remains responsible for all fees due up to the Termination Date.
3. Customer will immediately return (or if instructed), destroy all AWS Content in their possession
4. Certain sections of the agreement survive.
28
Section 7.3
"Effect of Termination - (b) Post termination Retrieval of Customer Content"
1. During 90 days from Termination Date:
* AWS will not delete Customer Content
* Customer can retrieve Customer Content (except when prohibited by law or if undisputed amounts have not been paid).
2. Fees may apply if the Services are accessed during this 90 day period.
3. Customer will close its accounts at the end of this 90 day period.
29
Section 8
"Proprietary Rights"
Discusses the ownership and proprietary rights of the parties.
30
Section 8.1
"Customer Content"
1. As between Customer and AWS, Customer owns all right, title, and interest in and to Customer Content.
2. Except as provided in this Agreement, AWS obtains no rights under this Agreement from Customer to Customer Content.
31
Section 8.2
"Service Offerings License"
1. AWS owns all IP rights for the Service Offerings.
2. AWS grants Customer a limited right to
* (a) access and use the Services solely in accordance with this Agreement; and
* (b) copy and use the AWS Content solely for Customer’s permitted use of the Services.
3. Customer obtains no other IP or use rights under this Agreement from AWS, to the Service Offerings
4. Some AWS Content may be provided to Customer under a separate license,
* Examle: the Apache License, Version 2.0.
32
Section 8.3
"License Restrictions"
1. Neither Customer nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement.
2. Neither Customer nor any End User may, or may attempt to
* (a) modify, 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 Customer under a separate license that expressly permits the creation of derivative works),
* (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings,
* (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.
3. Customer may only use the AWS Marks in accordance with the Trademark Use Guidelines.
4. Customer will not misrepresent or embellish the relationship between AWS and Customer (including by expressing or implying that AWS supports, sponsors, endorses, or contributes to Customer or Customer’s business endeavors).
5. Customer will not imply any relationship or affiliation between AWS and Customer except as expressly permitted by this Agreement.
33
Section 8.4 "Suggestions"
AWS can use suggestions Customer provides to AWS without restriction.
34
Section 9
"Third-Party Claims"
This section discusses the defense and indemnification obligations of the parties against third-party claims.
35
Section 9.1
"Policies and End User Disputes"
Customer will defend, indemnify and hold harmless AWS, its Affiliates, and their respective employees, officers, directors, and representatives against any Losses arising from or related to any third-party claim that arises from:
1. a violation of the Policies by Customer or any End User, or
2. any dispute between Customer and any End User.
36
Section 9.2
"Intellectual Property"
**(a) AWS Defense Obligation.** Subject to the limitations in this Section 9, AWS will defend Customer 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 judgment or settlement.
**(b) Customer Defense Obligation**Subject to the limitations in this Section 9, Customer will defend AWS, against any third-party claim alleging that any Customer Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
**(c) Exceptions.**
1. Neither party will have obligations or liability from infringement by combinations of the Services or Customer Content, as applicable, with any other product, service, software, data, content, or method.
2. AWS will have no obligations or liability arising from Customer’s or any End User’s use of the Services after AWS has notified Customer to discontinue such use.
* **Sole Remedy.** The defense remedies are the sole and exclusive remedies for any third-party claims of IP infringement or misappropriation.
**(d)** For any IP claim, AWS will, at its election, either:
* (i) procure the rights to use that portion of the Services alleged to be infringing;
* (ii) 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.
37
Section 9.3
"Process"
The defense and indemnification obligations against third-party claims are contingent upon:
* (a) giving the other party prompt Notice of the claim;
* (b) permiting the other party to control the defense and settlement of the claim; and
* (c) reasonably cooperating 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.
38
Section 10 "AWS Warranties and Warranty Disclaimers"
General section co\_\_\_\_/
39
Section 10.1 "AWS Warranties"
AWS represents and warrants that the Services will perform substantially in accordance with the Documentation.
40
Section 10.2 "Mutual Warranties"
Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement, (b) the execution and delivery of this Agreement has been duly authorized, (c) it will comply with all applicable laws, rules, regulations and ordinances in the performance of this Agreement (and, in the case of Customer, the use of the Service Offerings), and (d) its performance here-under does not breach any other agreement to which it is bound.
41
Section 10.3 "Warranty Disclaimers"
Other than the representations and warranties set forth in Sections 10.1 and 10.2, there are no other: (i) express warranties (e.g., something stated verbally or on our website) or (ii) implied warranties (e.g., a warranty that could be implied based on law).
42
Section 11
"Limitation of Liability"
This section discusses the liability types and restrictions under the Agreement.
43
Section 11.1
"Liability Disclaimers"
Neither party nor any of their affiliates or licensors will be liable to the other party for
* (a) indirect, incidental, special, consequential or exemplary damages,
* (b) the value of customer content,
* (c) loss of profits, revenues, customers, opportunities, or goodwill, or
* (d) unavailability of the service offerings (this does not limit any service credits that may be available under service level agreements).
**_EXCEPTIONS_**. Payment obligations for the defense and indemnification obligations in the Agreement.
44
Section 11.2 "Damages Cap"
1. Cap = the LESSER of: ----- 12 months' fees, or ----- $20MM. 2. EXCEPTIONS: ----- Either Party's indemnification obligations
45
Section 12.1 "Assignment"
1. Neither party may assign the Agreement without prior written consent; 2. EXCEPTIONS: (a) merger, acquisition or sale, or (b) assignment to any Affiliate or as part of a corporate reorganization.
46
Section 12.2 "Counterparts; Facsimile"
The agreement can be e-signed or scan/faxed.
47
Section 12.3
"Entire Agreement"
1. This Agreement incorporates the Policies by reference and is the entire agreement between Customer and AWS regarding the subject matter of this Agreement.
2. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and AWS,
3. AWS will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement)
* Examples: any term, condition or other provision:
* (a) submitted by Customer in any order, receipt, acceptance, confirmation, correspondence or other document,
* (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or
* (c) related to any invoicing process that Customer submits or requires AWS to complete.
4. 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_.
5. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the parties to this Agreement.
48
Section 12.4 "Force Majeure"
1. Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including: i. acts of God, ii. labor disputes or other industrial disturbances, iii. electrical or power outage, iv. utilities or telecommunications failures, v. earthquake, storms or other elements of nature, vi. blockages, embargoes, riots, acts or orders of government, vii. acts of terrorism, or war. 2. EXCEPTIONS: Payment obligations,
49
Section 12.5 "Governing Law; Venue"
1. Governing Law = the State of Washington will apply to 2. Venue = King County, Washington, except that requests for injunctive relief (which involves a court order that a party either do something or stop doing something) for infringement of a party's intellectual property rights may be filed in any court. 3. The United Nations Convention for the International Sale of Good does not apply to the Agreement.
50
Section 12.6 "Trade Compliance"
1. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations. 2. Customer is solely responsible for compliance with applicable laws related to how they use the Service Offerings, including: (i) Customer’s transfer and processing of Customer Content, (ii) the provision of Customer Content to End Users, and (iii) specifying the AWS region in which any of the foregoing occur. 3. Customer represents that Customer and the entities that own or control Customer (and the financial institutions used to pay AWS under this Agreement), are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties.
51
Section 12.7 "Independent Contractors"
1. AWS and Customer are independent contractors, 2. This Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. 3. Neither party, is an agent of the other for any purpose or has the authority to bind the other.
52
Section 12.8
" Language"
1. All communications and Notices re: the Agreement must be in English
2. If the Agreement is translated into another language, the English version will control in the event of a conflict.
53
Section 12.9
"Nondisclosure and Publicity"
1. If the parties have an NDA, then the NDA is incorporated by reference into this Agreement
* **_EXCEPTION_**: the security provisions in Section 3 apply to Customer Content.
2. Neither party will issue any press release or make any other public communication with respect to this Agreement or Customer’s use of the Service Offerings.
3. AWS and Customer agree that the contents of this Agreement are not publicly known and will not be disclosed by either party.
54
Section 12.10 (a)
"Notice - General"
1. Each party must contact the other party as follows:
* (i) by fax; or
* (ii) by personal delivery, overnight courier or registered or certified mail.
2. Notices must be sent to:
* the fax number of the other party listed on the Cover Page to this Agreement or
* addressed to the address of the other party listed on the Cover Page to this Agreement, or
* such other fax number or address as a party may subsequently provide in writing to the other party.
3. _Effective Date of Notices_:
* Personal delivery = immediately.
* Fax or overnight courier = one (1) business day after they are sent.
* Registered/certified mail = three (3) business days after they are sent.
4. _EXCEPTIONS_: Electronic notice as set forth in 12.10(b)
55
Section 12.10 (b)
"Notice - Electronic Notice"
1. AWS may provide notice to Customer
* i) _for SLA or Fee Changes_:
* (A) email, or
* (B) posting a notice on the AWS Site,
* (ii) _for Security Risk_: by email
* (iii) _for Changes to the Service Offerings_: by email
2. Any notices provided by posting on the AWS Site will be effective upon posting and notices provided by email will be effective when AWS sends the email.
56
Section 12.11
"No Third-Party Beneficiaries"
1. AWS and the Customer have rights under the Agreement.
2. No third-party has any rights under the Agreement, other than t as beneficiaries of the Customer's indemnity (AWS's Affiliates, licensors, and each of their respective employees, officers, directors and representatives).
* For example, if a Customer is using the Services as back-end support for a service the Customer offers to its own customers, those customers are third-parties and they do not have rights under this Agreement.
* Those customers could not sue AWS for a breach of its obligations under the Agreement, only the Customer is entitled to do that. This is a standard provision that is included in most all services agreements.
57
Section 12.12
"No Waivers"
Failure of a party to enforce a provision of the Agreement does not constitute a waiver of the provision.
* For example, if AWS were to choose not to charge interest on a late payment in one month (as it is allowed to do under Section 5.1), this does not mean AWS has waived its right to enforce interest on a late payment in a subsequent month.
58
Section 12.13
"Severability"
* If any portion of the Agreement is found by a court to be invalid or unenforceable, it will not mean that the entire Agreement is invalid or unenforceable.
* The court is instructed that the parties desire to have the court attempt to interpret those invalid or unenforceable sections to effect the intent of the rest of the Agreement or, if that is not possible, to remove the invalid or unenforceable portion, but leave the rest of the Agreement in place.
* This is a standard provision that is included in most all services agreements.
59
Section 13
"Definitions"
Details thirty-one (31) defined terms in the Enterprise Agreement.
60
How many general sections in the Enterprise Agreement
13
61
“Account Information”
Means information about Customer that Customer provides to AWS in the creation or administration of an AWS Enterprise Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with an AWS Enterprise Account.
62
“Affiliate”
Means any entity that directly or indirectly controls, is controlled by or is under common control with that party.
63
“AWS Content”
Means Content that AWS or any of its Affiliates makes available related to the Services or on the AWS Site to allow access to and use of the Services, including APIs; WSDLs; sample code; software libraries; command line tools; proofs of concept, templates, and other related technology (including but not limited to any of the foregoing that are provided by any AWS personnel). AWS Content does not include the Services or Third-Party Content.
64
“AWS Customer Agreement”
Means AWS’s standard user agreement located on the AWS Site at http://aws.amazon.com/agreement (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
65
“AWS Enterprise Account”
Means any AWS account that
* (a) is listed on Attachment A, as that list may be updated from time to time as described in Attachment A,
* (b) is opened by Customer using a Customer-issued email address (with an email domain name that is owned by Customer), and
* (c) includes Customer’s full legal name in the “Company Name” field associated with the AWS account.
66
“AWS Marks”
Means any trademarks, service marks, service or trade names, logos, and other designations of AWS and its Affiliates that AWS may make available to Customer in connection with this Agreement.
67
“Customer Content”
Means Content that Customer or any End User transfers to AWS for processing, storage or hosting by the Services in connection with an AWS Enterprise Account and any computational results that Customer or any End User derive from the foregoing through its use of the Services.
For example, Customer Content includes Content that Customer or any End User stores in Amazon Simple Storage Service. Customer Content does not include Account Information
68
“Disputed Amounts”
Means amounts disputed by Customer in a Notice and in good faith as billing errors.
69
“End User”
Means any individual or entity that directly or indirectly through another user
* (a) accesses or uses Customer Content, or
* (b) otherwise accesses or uses the Service Offerings under an AWS Enterprise Account.
The term “**End User**” does not include individuals or entities when they are accessing or using the Services or any Content under their own AWS account, rather than under an AWS Enterprise Account.
70
"NDA"
Means the Mutual Nondisclosure Agreement between Customer and Amazon.com, Inc., dated [\_\_\_\_\_\_\_\_\_\_\_\_], 201\_\_.
71
“Notice”
Means any notice provided in accordance with Section 12.10.
72
“Policies”
Means the
* Acceptable Use Policy,
* Privacy Policy, and
* Service Terms.
73
“Service”
* Means each of the services made available by AWS or its Affiliates for which Customer registers via the AWS Site (or by such other means made available by AWS), including those web services described in the Service Terms.
* Services **_do not_** include Third-Party Content.
74
“Service Attributes”
Means Service usage data related to an AWS Enterprise Account, such as:
* resource identifiers,
* metadata tags,
* security and access roles,
* rules,
* usage policies,
* permissions,
* usage statistics and
* analytics.
75
“Service Level Agreement”
Means all service level agreements that AWS offers with respect to the Services and post on the AWS Site, as they may be updated by AWS from time to time.
* The service level agreements that AWS offers 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.
76
“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 AWS), as may be updated by AWS from time to time.
77
“Suggestions”
Means all suggested improvements to the Service Offerings that Customer provides to AWS.
78
“Term”
Means the term of this Agreement described in Section 7.1.
79
“Termination Date”
Means the effective date of termination provided in accordance with Section 7, in a Notice from one party to the other.
80
“Third-Party Content”
Means Content of a third party made available on the AWS Marketplace or on
* developer forums,
* sample code repositories,
* public data repositories,
* community-focused areas of the AWS Site, or any other part of the AWS Site that allows third parties to make available software, products, or data.
81
“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 AWS), as may be updated by AWS from time to time.
