Parler LLC v. Amazon Web Services Inc

Filing 1

COMPLAINT against defendant(s) Amazon Web Solutions, Inc. (Receipt # AWAWDC-6862856) Attorney David J Groesbeck added to party Parler LLC(pty:pla), filed by Parler LLC. (Attachments: #1 Exhibit Correspondence from Defendant to Plaintiff, #2 Exhibit Defendant's Customer Agreement, #3 Summons, #4 Civil Cover Sheet)(Groesbeck, David)

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EXHIBIT B

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AWS Customer Agreement
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AWS Customer Agreement

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AWS Customer Agreement

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*If your address is in India, please review the AISPL Customer

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Agreement, which governs your access to and use of the Service
Offerings.
*Please note that as of July 1, 2018, customers located in
Europe, the Middle East, or Africa (other than South Africa)
contract with our European based AWS Contracting Party, as
provided in Section 14. See the AWS Europe FAQ for more
information.
*Please note that as of August 1, 2020, customers located in
South Africa contract with our South Africa based AWS
Contracting Party, as provided in Section 14. See the AWS South
Africa FAQ for more information.
*Please note that as of November 1, 2020, customers located in
Brazil contract with our Brazil based AWS Contracting Party, as
provided in Section 14. See the AWS SBL FAQ for more
information.
*Observe que, a partir de 1º de novembro de 2020, os usuários
localizados no Brasil celebrarão contrato com a nossa Parte
Contratante da AWS sediada no Brasil, conforme prevê a
Cláusula 14. Consulte as Perguntas Frequentes sobre a AWS SBL
para obter mais informações. Consulte aqui a versão em
português deste Contrato do Cliente AWS.
*Please note that as of December 1, 2020, customers located in
South Korea contract with our South Korea based AWS
Contracting Party, as provided in Section 14. See the AWS South
Korea FAQs for more information.

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AWS Customer Agreement

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Last Updated: November 30, 2020
See What's Changed
This AWS Customer Agreement (this “Agreement”) contains the terms and

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conditions that govern your access to and use of the Service Offerings (as

AWS Customer Agreement

defined below) and is an agreement between the applicable AWS Contracting

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Party specified in Section 14 below (also referred to as “AWS,” “we,” “us,” or
“our”) and you or the entity you represent (“you” or “your”). This Agreement

takes effect when you click an “I Accept” button or check box presented with
Get Started for Free these terms or, if earlier, when you use any of the Service Offerings (the
Create Free Account

“Effective Date”). You represent to us that you are lawfully able to enter into
contracts (e.g., you are not a minor). If you are entering into this Agreement
for an entity, such as the company you work for, you represent to us that you
have legal authority to bind that entity. Please see Section 14 for definitions
of certain capitalized terms used in this Agreement.
1. Use of the Service Offerings.
1.1 Generally. You may access and use the Service Offerings in accordance
with this Agreement. Service Level Agreements and Service Terms apply to
certain Service Offerings. You will comply with the terms of this Agreement
and all laws, rules and regulations applicable to your use of the Service
Offerings.
1.2 Your Account. To access the Services, you must have an AWS account
associated with a valid email address and a valid form of payment. Unless
explicitly permitted by the Service Terms, you will only create one account per
email address.
1.3 Third-Party Content. Third-Party Content may be used by you at your
election. Third-Party Content is governed by this Agreement and, if
applicable, separate terms and conditions accompanying such Third-Party
Content, which terms and conditions may include separate fees and charges. 
2. Changes.
2.1 To the Services. We may change or discontinue any of the Services from
time to time. We will provide you at least 12 months’ prior notice if we
discontinue material functionality of a Service that you are using, or
materially alter a customer-facing API that you are using in a backwardsincompatible fashion, except that this notice will not be required if the 12
month notice period (a) would pose a security or intellectual property issue to

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us or the Services, (b) is economically or technically burdensome, or (c) would
cause us to violate legal requirements.

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2.2 To the Service Level Agreements. We may change, discontinue or add
Service Level Agreements from time to time in accordance with Section 12.
3. Security and Data Privacy.

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3.1 AWS Security. Without limiting Section 10 or your obligations under
AWS Customer Agreement

Section 
4.2, we will implement reasonable and appropriate measures

designed to help you secure Your Content against accidental or unlawful loss,
access or disclosure.
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3.2 Data Privacy. You may specify the AWS regions in which Your Content will
Create Free Account be stored. You consent to the storage of Your Content in, and transfer of Your
Content into, the AWS regions you select. We will not access or use Your
Content except as necessary to maintain or provide the Service Offerings, or
as necessary to comply with the law or a binding order of a governmental
body. We will not (a) disclose Your Content to any government or third party
or (b) subject to Section 3.3, move Your Content from the AWS regions
selected by you; except in each case as necessary to comply with the law or a
binding order of a governmental body. Unless it would violate the law or a
binding order of a governmental body, we will give you notice of any legal
requirement or order referred to in this Section 3.2. We will only use your
Account Information in accordance with the Privacy Notice, and you consent
to such usage. The Privacy Notice does not apply to Your Content.
3.3 Service Attributes. To provide billing and administration services, we may
process Service Attributes in the AWS region(s) where you use the Service
Offerings and the AWS regions in the United States. To provide you with
support services initiated by you and investigate fraud, abuse or violations of
this Agreement, we may process Service Attributes where we maintain our
support and investigation personnel. 
4. Your Responsibilities.
4.1 Your Accounts. Except to the extent caused by our breach of this
Agreement, (a) you are responsible for all activities that occur under your
account, regardless of whether the activities are authorized by you or
undertaken by you, your employees or a third party (including your
contractors, agents or End Users), and (b) we and our affiliates are not
responsible for unauthorized access to your account.
4.2 Your Content. You will ensure that Your Content and your and End Users’
use of Your Content or the Service Offerings will not violate any of the
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Policies or any applicable law. You are solely responsible for the development,
content, operation, maintenance, and use of Your Content.

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4.3 Your Security and Backup. You are responsible for properly configuring
and using the Service Offerings and otherwise taking appropriate action to
secure, protect and backup your accounts and Your Content in a manner that
will provide appropriate security and protection, which might include use of

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encryption to protect Your Content from unauthorized access and routinely
AWS Customer Agreement

archiving Your Content.

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4.4 Log-In Credentials and Account Keys. AWS log-in credentials and private
keys generated by the Services are for your internal use only and you will not
Get Started for Free sell, transfer or sublicense them to any other entity or person, except that you
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may disclose your private key to your agents and subcontractors performing
work on your behalf.
4.5 End Users. You will be deemed to have taken any action that you permit,
assist or facilitate any person or entity to take related to this Agreement, Your
Content or use of the Service Offerings. You are responsible for End Users’
use of Your Content and the Service Offerings. You will ensure that all End
Users comply with your obligations under this Agreement and that the terms
of your agreement with each End User are consistent with this Agreement. If
you become aware of any violation of your obligations under this Agreement
caused by an End User, you will immediately suspend access to Your Content
and the Service Offerings by such End User. We do not provide any support or
services to End Users unless we have a separate agreement with you or an
End User obligating us to provide such support or services. 
5. Fees and Payment.
5.1 Service Fees. We calculate and bill fees and charges monthly. We may bill
you more frequently for fees accrued if we suspect that your account is
fraudulent or at risk of non-payment. You will pay us the applicable fees and
charges for use of the Service Offerings as described on the AWS Site using
one of the payment methods we support. All amounts payable by you under
this Agreement will be paid to us without setoff or counterclaim, and without
any deduction or withholding. Fees and charges for any new Service or new
feature of a Service will be effective when we post updated fees and charges
on the AWS Site, unless we expressly state otherwise in a notice. We may
increase or add new fees and charges for any existing Services you are using
by giving you at least 30 days’ prior notice. We may elect to charge you
interest at the rate of 1.5% per month (or the highest rate permitted by law,
if less) on all late payments.

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5.2 Taxes. Each party will be responsible, as required under applicable law, for

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identifying and paying all taxes and other governmental fees and charges

(and any penalties, interest, and other additions thereto) that are imposed on
that party upon or with respect to the transactions and payments under this
Agreement. All fees payable by you are exclusive of Indirect Taxes, except
where applicable law requires otherwise. We may charge and you will pay
applicable Indirect Taxes that we are legally obligated or authorized to collect

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from you. You will provide such information to us as reasonably required to
AWS Customer Agreement

determine whether we are obligated to collect Indirect Taxes from you. We
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will not collect, and you will not pay, any Indirect Tax for which you furnish us
a properly completed exemption certificate or a direct payment permit

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certificate for which we may claim an available exemption from such Indirect
Tax. All payments made by you to us under this Agreement will be made free

Create Free Account and clear of any deduction or withholding, as may be required by law. If any
such deduction or withholding (including but not limited to cross-border
withholding taxes) is required on any payment, you will pay such additional
amounts as are necessary so that the net amount received by us is equal to
the amount then due and payable under this Agreement. We will provide you
with such tax forms as are reasonably requested in order to reduce or
eliminate the amount of any withholding or deduction for taxes in respect of
payments made under this Agreement. 
6. Temporary Suspension.
6.1 Generally. We may suspend your or any End User’s right to access or use
any portion or all of the Service Offerings immediately upon notice to you if
we determine:
(a) your or an End User’s use of the Service Offerings (i) poses a security
risk to the Service Offerings or any third party, (ii) could adversely
impact our systems, the Service Offerings or the systems or Content of
any other AWS customer, (iii) could subject us, our affiliates, or any
third party to liability, or (iv) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 5; or
(d) you have ceased to operate in the ordinary course, made an
assignment for the benefit of creditors or similar disposition of your
assets, or become the subject of any bankruptcy, reorganization,
liquidation, dissolution or similar proceeding.
6.2 Effect of Suspension. If we suspend your right to access or use any portion
or all of the Service Offerings:
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(a) you remain responsible for all fees and charges you incur during the
period of suspension; and

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(b) you will not be entitled to any service credits under the Service
Level Agreements for any period of suspension. 
7. Term; Termination.

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AWS Customer Agreement

7.1 Term. The term of this Agreement will commence on the Effective Date

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and will remain in effect until terminated under this Section 7. Any notice of
termination of this Agreement by either party to the other must include a

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Termination Date that complies with the notice periods in Section 7.2.
7.2 Termination.
(a) Termination for Convenience. You may terminate this Agreement for
any reason by providing us notice and closing your account for all
Services for which we provide an account closing mechanism. We may
terminate this Agreement for any reason by providing you at least 30
days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for
cause if the other party is in material breach of this Agreement
and the material breach remains uncured for a period of 30 days
from receipt of notice by the other party. No later than the
Termination Date, you will close your account.
(ii) By Us. We may also terminate this Agreement immediately
upon notice to you (A) for cause if we have the right to suspend
under Section 6, (B) if our relationship with a third-party partner
who provides software or other technology we use to provide the
Service Offerings expires, terminates or requires us to change the
way we provide the software or other technology as part of the
Services, or (C) in order to comply with the law or requests of
governmental entities.
7.3 Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 7.3(b), all your rights under this
Agreement immediately terminate;

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(ii) you remain responsible for all fees and charges you have

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incurred through the Termination Date and are responsible for
any fees and charges you incur during the post-termination
period described in Section 7.3(b);

(iii) you will immediately return or, if instructed by us, destroy all
AWS Content in your possession; and

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AWS Customer Agreement

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(iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in
Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in
accordance with their terms.

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(b) Post-Termination. Unless we terminate your use of the Service
Offerings pursuant to Section 7.2(b), during the 30 days following the
Termination Date:
(i) we will not take action to remove from the AWS systems any
of Your Content as a result of the termination; and
(ii) we will allow you to retrieve Your Content from the Services
only if you have paid all amounts due under this Agreement.
For any use of the Services after the Termination Date, the terms of this
Agreement will apply and you will pay the applicable fees at the rates under
Section 5.
8. Proprietary Rights.
8.1 Your Content. Except as provided in this Section 8, we obtain no rights
under this Agreement from you (or your licensors) to Your Content. You
consent to our use of Your Content to provide the Service Offerings to you
and any End Users.
8.2 Adequate Rights. You represent and warrant to us that: (a) you or your
licensors own all right, title, and interest in and to Your Content and
Suggestions; (b) you have all rights in Your Content and Suggestions
necessary to grant the rights contemplated by this Agreement; and (c) none
of Your Content or End Users’ use of Your Content or the Service Offerings
will violate the Acceptable Use Policy.
8.3 Service Offerings License. We or our licensors own all right, title, and
interest in and to the Service Offerings, and all related technology and
intellectual property rights. Subject to the terms of this Agreement, we grant
you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable
license to do the following: (a) access and use the Services solely in

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accordance with this Agreement; and (b) copy and use the AWS Content solely

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in connection with your permitted use of the Services. Except as provided in
this Section 8.3, you obtain no rights under this Agreement from us, our
affiliates or our licensors to the Service Offerings, including any related

intellectual property rights. Some AWS Content and Third-Party Content may
be provided to you under a separate license, such as the Apache License,
Version 2.0, or other open source license. In the event of a conflict between

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this Agreement and any separate license, the separate license will prevail with
AWS Customer Agreement

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respect to the AWS Content or Third-Party Content that is the subject of such
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separate license.

8.4 License Restrictions. Neither you nor any End User will use the Service
Offerings in any manner or for any purpose other than as expressly permitted

Create Free Account by this Agreement. Neither you nor any End User will, or will attempt to (a)
modify, distribute, alter, tamper with, repair, or otherwise create derivative
works of any Content included in the Service Offerings (except to the extent
Content included in the Service Offerings is provided to you under a separate
license that expressly permits the creation of derivative works), (b) reverse
engineer, disassemble, or decompile the Service Offerings or apply any other
process or procedure to derive the source code of any software included in
the Service Offerings (except to the extent applicable law doesn’t allow this
restriction), (c) access or use the Service Offerings in a way intended to avoid
incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense
the Service Offerings. You may only use the AWS Marks in accordance with
the Trademark Use Guidelines. You will not misrepresent or embellish the
relationship between us and you (including by expressing or implying that we
support, sponsor, endorse, or contribute to you or your business endeavors).
You will not imply any relationship or affiliation between us and you except as
expressly permitted by this Agreement.
8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and
our affiliates will be entitled to use the Suggestions without restriction. You
hereby irrevocably assign to us all right, title, and interest in and to the
Suggestions and agree to provide us any assistance we require to document,
perfect, and maintain our rights in the Suggestions. 
9. Indemnification.
9.1 General. You will defend, indemnify, and hold harmless us, our affiliates
and licensors, and each of their respective employees, officers, directors, and
representatives from and against any Losses arising out of or relating to any
third-party claim concerning: (a) your or any End Users’ use of the Service
Offerings (including any activities under your AWS account and use by your
employees and personnel); (b) breach of this Agreement or violation of
applicable law by you, End Users or Your Content; or (c) a dispute between
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you and any End User. You will reimburse us for reasonable attorneys’ fees, as

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well as our employees’ and contractors’ time and materials spent responding
to any third party subpoena or other compulsory legal order or process
associated with third party claims described in (a) through (c) above at our
then-current hourly rates.
9.2 Intellectual Property.

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AWS Customer Agreement

(a) Subject to the limitations in this Section 9, AWS will defend you and

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your employees, officers, and directors against any third-party claim
alleging that the Services infringe or misappropriate that third party’s

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intellectual property rights, and will pay the amount of any adverse
final judgment or settlement.
(b) Subject to the limitations in this Section 9, you will defend AWS, its
affiliates, and their respective employees, officers, and directors against
any third-party claim alleging that any of Your Content infringes or
misappropriates that third party’s intellectual property rights, and will
pay the amount of any adverse final judgment or settlement.
(c) Neither party will have obligations or liability under this Section 9.2
arising from infringement by combinations of the Services or Your
Content, as applicable, with any other product, service, software, data,
content or method. In addition, AWS will have no obligations or liability
arising from your or any End User’s use of the Services after AWS has
notified you to discontinue such use. The remedies provided in this
Section 9.2 are the sole and exclusive remedies for any third-party
claims of infringement or misappropriation of intellectual property
rights by the Services or by Your Content.
(d) For any claim covered by Section 9.2(a), 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.
9.3 Process. The obligations under this Section 9 will apply only if the party
seeking defense or indemnity: (a) gives the other party prompt written notice
of the claim; (b) permits the other party to control the defense and
settlement of the claim; and (c) reasonably cooperates with the other party
(at the other party’s expense) in the defense and settlement of the claim. In
no event will a party agree to any settlement of any claim that involves any

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commitment, other than the payment of money, without the written consent
of the other party. 

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10. Disclaimers.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT
PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY

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THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES

AWS Customer Agreement

AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY

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KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING
THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM

ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF
Get Started for Free MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
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PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF
ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE
OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR
FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT
WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 
11. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES,
CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE
RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES
ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES,
INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS
AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II)
OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR,
(III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL
AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL
OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY
INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION
WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE
OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR
THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY
OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT
OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND
LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT
EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR
THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS

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BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY

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ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting
a revised version on the AWS Site or by otherwise notifying you in accordance

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with Section 13.10; provided, however, that we will provide at least 90 days’

AWS Customer Agreement

advance notice in accordance with Section 13.10 for adverse changes to any



Service Level Agreement. Subject to the 90 day advance notice requirement
with respect to adverse changes to Service Level Agreements, the modified

terms will become effective upon posting or, if we notify you by email, as
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the effective date of any modifications to this Agreement, you agree to be
bound by the modified terms. It is your responsibility to check the AWS Site
regularly for modifications to this Agreement. We last modified this
Agreement on the date listed at the end of this Agreement. 
13. Miscellaneous.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or
any of your rights and obligations under this Agreement, without our prior
written consent. Any assignment or transfer in violation of this Section 13.1
will be void. We may assign this Agreement without your consent (a) in
connection with a merger, acquisition or sale of all or substantially all of our
assets, or (b) to any affiliate or as part of a corporate reorganization; and
effective upon such assignment, the assignee is deemed substituted for AWS
as a party to this Agreement and AWS is fully released from all of its
obligations and duties to perform under this Agreement. Subject to the
foregoing, this Agreement will be binding upon, and inure to the benefit of
the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies by reference
and is the entire agreement between you and us regarding the subject matter
of this Agreement. This Agreement supersedes all prior or contemporaneous
representations, understandings, agreements, or communications between
you and us, whether written or verbal, regarding the subject matter of this
Agreement (but does not supersede prior commitments to purchase Services
such as Amazon EC2 Reserved Instances). We will not be bound by, and
specifically object to, any term, condition or other provision that is different
from or in addition to the provisions of this Agreement (whether or not it
would materially alter this Agreement) including for example, any term,
condition or other provision (a) submitted by you in any order, receipt,
acceptance, confirmation, correspondence or other document, (b) related to
any online registration, response to any Request for Bid, Request for Proposal,

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Request for Information, or other questionnaire, or (c) related to any invoicing

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process that you submit or require us to complete. If the terms of this

document are inconsistent with the terms contained in any Policy, the terms
contained in this document will control, except that the Service Terms will
control over this document.
13.3 Force Majeure. We and our affiliates will not be liable for any delay or

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failure to perform any obligation under this Agreement where the delay or
AWS Customer Agreement

failure results from any cause beyond our reasonable control, including acts



of God, labor disputes or other industrial disturbances, electrical or power
outages, utilities or other telecommunications failures, earthquake, storms or

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other elements of nature, blockages, embargoes, riots, acts or orders of
government, acts of terrorism, or war.
13.4 Governing Law. The Governing Laws, without reference to conflict of law
rules, govern this Agreement and any dispute of any sort that might arise
between you and us. The United Nations Convention for the International
Sale of Goods does not apply to this Agreement.
13.5 Disputes. Any dispute or claim relating in any way to your use of the
Service Offerings, or to any products or services sold or distributed by AWS
will be adjudicated in the Governing Courts, and you consent to exclusive
jurisdiction and venue in the Governing Courts, subject to the additional
provisions below.
(a) If the applicable AWS Contracting Party is Amazon Web Services,
Inc. or Amazon Web Services Korea LLC, the parties agree that the
provisions of this Section 13.5(a) will apply. Disputes will be resolved by
binding arbitration, rather than in court, except that you may assert
claims in small claims court if your claims qualify. The Federal
Arbitration Act and federal arbitration law apply to this Agreement.
There is no judge or jury in arbitration, and court review of an
arbitration award is limited. However, an arbitrator can award on an
individual basis the same damages and relief as a court (including
injunctive and declaratory relief or statutory damages), and must
follow the terms of this Agreement as a court would. To begin an
arbitration proceeding, you must send a letter requesting arbitration
and describing your claim to our registered agent Corporation Service
Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501.
The arbitration will be conducted by the American Arbitration
Association (AAA) under its rules, which are available at www.adr.org or
by calling 1-800-778-7879. Payment of filing, administration and
arbitrator fees will be governed by the AAA's rules. We will reimburse
those fees for claims totaling less than $10,000 unless the arbitrator

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determines the claims are frivolous. We will not seek attorneys' fees

 

and costs in arbitration unless the arbitrator determines the claims are
frivolous. You may choose to have the arbitration conducted by
telephone, based on written submissions, or at a mutually agreed
location. We and you agree that any dispute resolution proceedings will
be conducted only on an individual basis and not in a class,
consolidated or representative action. If for any reason a claim

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proceeds in court rather than in arbitration we and you waive any right
AWS Customer Agreement

to a jury trial. Notwithstanding the foregoing we and you both agree


that you or we may bring suit in court to enjoin infringement or other
misuse of intellectual property rights.

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(b) If the applicable AWS Contracting Party is Amazon Web Services
South Africa Proprietary Limited, the parties agree that the provisions
of this Section 13.5(b) will apply. Disputes will be resolved by
arbitration in accordance with the then-applicable rules of the
Arbitration Foundation of Southern Africa, and judgment on the
arbitral award must be entered in the Governing Court. The Arbitration
Act, No. 42 of 1965 applies to this Agreement. The arbitration will take
place in Johannesburg. There will be three arbitrators. The fees and
expenses of the arbitrators and the administering authority, if any, will
be paid in equal proportion by the parties.
(c) If the applicable AWS Contracting Party is Amazon AWS Serviços
Brasil Ltda., the parties agree that the provisions of this Section
13.5(c) will apply. Disputes will be resolved by binding arbitration,
rather than in court, in accordance with the then-applicable Rules of
Arbitration of the International Chamber of Commerce, and
judgment on the arbitral award may be entered in any court having
jurisdiction. The arbitration will take place in the City of São Paulo,
State of São Paulo, Brazil. There will be three arbitrators. The fees
and expenses of the arbitrators and the administering authority, if
any, will be paid in equal proportion by the parties. The parties
agree that the existence of and information relating to any such
arbitration proceedings will not be disclosed by either party and will
constitute confidential information. The Governing Courts will have
exclusive jurisdiction for the sole purposes of (i) ensuring the
commencement of the arbitral proceedings; and (ii) granting
conservatory and interim measures prior to the constitution of the
arbitral tribunal.
13.6 Trade Compliance. In connection with this Agreement, each party will
comply with all applicable import, re-import, sanctions, anti-boycott, export,
and re-export control laws and regulations, including all such laws and

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regulations that apply to a U.S. company, such as the Export Administration

 

Regulations, the International Traffic in Arms Regulations, and economic

sanctions programs implemented by the Office of Foreign Assets Control. For
clarity, you are solely responsible for compliance related to the manner in
which you choose to use the Service Offerings, including your transfer and
processing of Your Content, the provision of Your Content to End Users, and
the AWS region in which any of the foregoing occur. You represent and

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warrant that you and your financial institutions, or any party that owns or
AWS Customer Agreement

controlsyou or your financial institutions, are not subject to sanctions or

otherwise designated on any list of prohibited or restricted parties, including
but not limited to the lists maintained by the United Nations Security Council,

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the U.S. Government (e.g., the Specially Designated Nationals List and
Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the

Create Free Account Entity List of the U.S. Department of Commerce), the European Union or its
Member States, or other applicable government authority.
13.7 Independent Contractors; Non-Exclusive Rights. We and you are
independent contractors, and this Agreement will not be construed to create
a partnership, joint venture, agency, or employment relationship. Neither
party, nor any of their respective affiliates, is an agent of the other for any
purpose or has the authority to bind the other. Both parties reserve the right
(a) to develop or have developed for it products, services, concepts, systems,
or techniques that are similar to or compete with the products, services,
concepts, systems, or techniques developed or contemplated by the other
party, and (b) to assist third party developers or systems integrators who may
offer products or services which compete with the other party’s products or
services.
13.8 Language. All communications and notices made or given pursuant to
this Agreement must be in the English language. If we provide a translation
of the English language version of this Agreement, the English language
version of the Agreement will control if there is any conflict.
13.9 Confidentiality and Publicity. You may use AWS Confidential Information
only in connection with your use of the Service Offerings as permitted under
this Agreement. You will not disclose AWS Confidential Information during
the Term or at any time during the 5-year period following the end of the
Term. You will take all reasonable measures to avoid disclosure, dissemination
or unauthorized use of AWS Confidential Information, including, at a
minimum, those measures you take to protect your own confidential
information of a similar nature. You will not issue any press release or make
any other public communication with respect to this Agreement or your use
of the Service Offerings.

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13.10 Notice.

 

(a) To You. We may provide any notice to you under this Agreement by:
(i) posting a notice on the AWS Site; or (ii) sending a message to the
email address then associated with your account. Notices we provide by
posting on the AWS Site will be effective upon posting and notices we
provide by email will be effective when we send the email. It is your

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responsibility to keep your email address current. You will be deemed
AWS Customer Agreement

to have received any email sent to the email address then associated

with your account when we send the email, whether or not you actually
receive the email.

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(b) To Us. To give us notice under this Agreement, you must contact
AWS by facsimile transmission or personal delivery, overnight courier or
registered or certified mail to the facsimile number or mailing address,
as applicable, listed for the applicable AWS Contracting Party in
Section 14 below. We may update the facsimile number or address for
notices to us by posting a notice on the AWS Site. Notices provided by
personal delivery will be effective immediately. Notices provided by
facsimile transmission or overnight courier will be effective one
business day after they are sent. Notices provided registered or
certified mail will be effective three business days after they are sent.
13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this
Agreement does not create any third-party beneficiary rights in any individual
or entity that is not a party to this Agreement.
13.12 U.S. Government Rights. The Service Offerings are provided to the U.S.
Government as “commercial items,” “commercial computer software,”
“commercial computer software documentation,” and “technical data” with
the same rights and restrictions generally applicable to the Service Offerings.
If you are using the Service Offerings on behalf of the U.S. Government and
these terms fail to meet the U.S. Government’s needs or are inconsistent in
any respect with federal law, you will immediately discontinue your use of the
Service Offerings. The terms “commercial item” “commercial computer
software,” “commercial computer software documentation,” and “technical
data” are defined in the Federal Acquisition Regulation and the Defense
Federal Acquisition Regulation Supplement.
13.13 No Waivers. The failure by us to enforce any provision of this
Agreement will not constitute a present or future waiver of such provision nor
limit our right to enforce such provision at a later time. All waivers by us must
be in writing to be effective.

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13.14 Severability. If any portion of this Agreement is held to be invalid or

 

unenforceable, the remaining portions of this Agreement will remain in full

force and effect. Any invalid or unenforceable portions will be interpreted to
effect and intent of the original portion. If such construction is not possible,
the invalid or unenforceable portion will be severed from this Agreement but
the rest of the Agreement will remain in full force and effect. 
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14. Definitions.
AWS Customer Agreement



“Acceptable Use Policy” means the policy located at
http://aws.amazon.com/aup (and any successor or related locations

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designated by us), as it may be updated by us from time to time.
“Account Country” is the country associated with your account. If you have
provided a valid tax registration number for your account, then your Account
Country is the country associated with your tax registration. If you have not
provided a valid tax registration, then your Account Country is the country
where your billing address is located, except if you have a credit card
associated with your AWS account that is issued in a different country and
your contact address is also in that country, then your Account Country is that
different country.
“Account Information” means information about you that you provide to us in
connection with the creation or administration of your AWS account. For
example, Account Information includes names, usernames, phone numbers,
email addresses and billing information associated with your AWS account.
“API” means an application program interface.
“AWS Confidential Information” means all nonpublic information disclosed by
us, our affiliates, business partners or our or their respective employees,
contractors or agents that is designated as confidential or that, given the
nature of the information or circumstances surrounding its disclosure,
reasonably should be understood to be confidential. AWS Confidential
Information includes: (a) nonpublic information relating to our or our
affiliates or business partners’ technology, customers, business plans,
promotional and marketing activities, finances and other business affairs; (b)
third-party information that we are obligated to keep confidential; and (c) the
nature, content and existence of any discussions or negotiations between you
and us or our affiliates. AWS Confidential Information does not include any
information that: (i) is or becomes publicly available without breach of this
Agreement; (ii) can be shown by documentation to have been known to you
at the time of your receipt from us; (iii) is received from a third party who did
not acquire or disclose the same by a wrongful or tortious act; or (iv) can be

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shown by documentation to have been independently developed by you

 

without reference to the AWS Confidential Information.

“AWS Content” means Content we or any of our affiliates make available in
connection with the Services or on the AWS Site to allow access to and use of
the Services, including APIs; WSDLs; Documentation; sample code; software
libraries; command line tools; proofs of concept; templates; and other related

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technology (including any of the foregoing that are provided by our
AWS Customer Agreement

personnel). AWS Content does not include the Services or Third-Party



Content.

"AWS Contracting Party" means the party identified in the table below, based
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identified to a different AWS Contracting Party below, you agree that this
Agreement is then assigned to the new AWS Contracting Party under Section
13.1 without any further action required by either party. 
Account Country

AWS Contracting

Facsimile

Mailing Address

N/A

A. Presidente

Party
Brazil*

Amazon AWS
Serviços Brasil Ltda. 

Juscelino
Kubitschek, 2.041,
Torre E - 18th and
19th Floors, Vila
Nova Conceicao, São
Paulo, Brasil 

South Africa

Amazon Web

206-266-

Wembley Square 2,

Services South Africa 7010

134 Solan Road,

Proprietary Limited 

Gardens, Cape Town,
8001, South Africa 
12th Floor GS Tower,

South Korea

Amazon Web
Services Korea LLC

508 Nonhyeon-ro,
N/A

Gangnam-gu, Seoul,
06141, Republic of
Korea

Any country within
Europe, the Middle
East, or Africa
(excluding South

 Amazon Web

352 2789

Services EMEA SARL 0057

38 Avenue John F.
Kennedy, L-1855,
Luxembourg

Africa) ("EMEA")**
Any country that is Amazon Web

206-266-

410 Terry Avenue

not listed in this

7010

North,

table above.
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Services, Inc

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5210
U.S.A.

 

*Brazil is your Account Country only if you have provided a valid Brazilian Tax
Registration Number (CPF/CNPJ number) for your account. If your billing
address is located in Brazil but you have not provided a valid Brazilian Tax
Registration Number (CPF/CNPJ number), then Amazon Web Services, Inc. is

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the AWS Contracting Party for your account.

AWS Customer Agreement



**See https://aws.amazon.com/legal/aws-emea-countries for a full list of
EMEA countries.

Get Started for Free “AWS Marks” means any trademarks, service marks, service or trade names,
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logos, and other designations of AWS and its affiliates that we may make
available to you in connection with this Agreement.
“AWS Site” means http://aws.amazon.com (and any successor or related site
designated by us), as may be updated by us from time to time.
“Content” means software (including machine images), data, text, audio,
video or images.
“Documentation” means the user guides and admin guides (in each case
exclusive of content referenced via hyperlink) for the Services located at
http://aws.amazon.com/documentation (and any successor or related
locations designated by us), as such user guides and admin guides may be
updated by AWS from time to time.
“End User” means any individual or entity that directly or indirectly through
another user: (a) accesses or uses Your Content; or (b) otherwise accesses or
uses the Service Offerings under your account. The term “End User” does not
include individuals or entities when they are accessing or using the Services or
any Content under their own AWS account, rather than under your account.
"Governing Laws" and “Governing Courts” mean, for each AWS Contracting
Party, the laws and courts set forth in the following table:  
AWS Contracting Party Governing Laws
Amazon AWS Serviços
Brasil Ltda.
Amazon Web Services

Governing Courts
The courts of the City of

The laws of Brazil

São Paulo, State of São
Paulo

The laws of the Republic The South Gauteng High

South Africa Proprietary of South Africa

Court, Johannesburg

Limited
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Amazon Web Services

Duchy of Luxembourg

of Luxembourg City

Amazon Web Services

The laws of the State of

Korea LLC

Washington

Amazon Web Services,

The laws of the State of The state or Federal

Inc.

AWS Customer Agreement

The courts in the district

EMEA SARL

LEGAL

The laws of the Grand

Washington



 

The state or Federal
courts in King County,
Washington
courts in King County,
Washington

“Indirect Taxes” means applicable taxes and duties, including, without
Get Started for Free limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes,
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and gross receipts tax.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys’ fees).
“Policies” means the Acceptable Use Policy, Privacy Notice, the Site Terms, the
Service Terms, the Trademark Use Guidelines, all restrictions described in the
AWS Content and on the AWS Site, and any other policy or terms referenced
in or incorporated into this Agreement, but does not include whitepapers or
other marketing materials referenced on the AWS Site.
“Privacy Notice” means the privacy notice located at
http://aws.amazon.com/privacy (and any successor or related locations
designated by us), as it may be updated by us from time to time.
“Service” means each of the services made available by us or our affiliates,
including those web services described in the Service Terms. Services do not
include Third-Party Content.
“Service Attributes” means Service usage data related to your account, such
as resource identifiers, metadata tags, security and access roles, rules, usage
policies, permissions, usage statistics and analytics.
“Service Level Agreement” means all service level agreements that we offer
with respect to the Services and post on the AWS Site, as they may be
updated by us from time to time. The service level agreements we offer with
respect to the Services are located at https://aws.amazon.com/legal/servicelevel-agreements/ (and any successor or related locations designated by
AWS), as may be updated by AWS from time to time.
“Service Offerings” means the Services (including associated APIs), the AWS
Content, the AWS Marks, and any other product or service provided by us

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under this Agreement. Service Offerings do not include Third-Party Content.

 

“Service Terms” means the rights and restrictions for particular Services
located at http://aws.amazon.com/serviceterms (and any successor or related
locations designated by us), as may be updated by us from time to time.
“Site Terms” means the terms of use located at

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http://aws.amazon.com/terms/ (and any successor or related locations
designated by us), as may be updated by us from time to time.



AWS Customer Agreement

“Suggestions” means all suggested improvements to the Service Offerings
that you provide to us.
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“Term” means the term of this Agreement described in Section 7.1.
“Termination Date” means the effective date of termination provided in
accordance with Section 7, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third
party on the AWS Site or in conjunction with the Services.
“Trademark Use Guidelines” means the guidelines and trademark license
located at http://aws.amazon.com/trademark-guidelines/ (and any successor
or related locations designated by us), as they may be updated by us from
time to time.
“Your Content” means Content that you or any End User transfers to us for
processing, storage or hosting by the Services in connection with your AWS
account and any computational results that you or any End User derive from
the foregoing through their use of the Services. For example, Your Content
includes Content that you or any End User stores in Amazon Simple Storage
Service. Your Content does not include Account Information. 

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