These Terms 7 Conditions were agreed to on 2012-11-15:

  1. Eligibility. You must meet the following eligibility requirements in order to offer Your Marketplace Content through the AWS Marketplace. You must: (a) be a permanent U.S. resident or citizen or a business entity organized or incorporated in the United States and have a verified U.S. bank account to the extent that Your Marketplace Content is offered through a Transaction; and (b) meet any other eligibility requirements specified in the AWS Marketplace Listing Guidelines on the AWS Site. “Your Marketplace Content” means any of Your Content that you promote, license, sell or grant access to subscribers through the AWS Marketplace, including any technical support you provide with Your Content. “Transaction” means any sale or license of, or granting of access to, Your Marketplace Content through the AWS Marketplace, but does not include any sale or license of, or granting of access to Your Marketplace Content through a sale or purchase occurring outside of the AWS Marketplace platform (e.g., license purchased via a channel other than the AWS Marketplace).
  2. Verification. We may require you to provide additional registration information to verify your identity. This information may include your social security number or employer identification number (EIN), valid U.S. credit card, a verified U.S. bank account, or other financial, business or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us, including checking commercial databases. You authorize us to obtain one or more of your credit reports to establish, update, or renew your account with us or in the event of a dispute relating to this Agreement and activity under your account.
  3. Review of Listings. You must submit all of Your Marketplace Content to us for review in accordance with the AWS Marketplace Listing Guidelines, and we may accept or reject it for any reason. You are responsible for evaluating and testing Your Marketplace Content before submitting it to AWS to confirm that it complies with this Agreement, our Acceptable Use Policy, and the AWS Marketplace Listing Guidelines and operates properly with the Services (including associated APIs), the AWS Content, the AWS Marks, the AWS Site, and any other product or service provided by us under this Agreement other than Third Party Content (collectively, “Service Offerings”). We may review and test Your Marketplace Content submitted for listing in the AWS Marketplace at any time, including for security-related concerns and to check the accuracy of descriptions and other materials included in Your Marketplace Content. You will cooperate with our review and testing.
  4. Responsibility for Your Marketplace Content. You are responsible for Your Marketplace Content. Subject to Section 12 of these Terms, you will establish the pricing, license rights and other terms governing subscribers’ use of Your Marketplace Content. The terms governing use of Your Marketplace Content by subscribers must be consistent with our terms for use of any Service Offerings used with Your Marketplace Content, and our terms will control to the extent of any conflict. If you do not specify license rights for Your Marketplace Content, you agree to license Your Marketplace Content to subscribers on the same terms that we license AWS Content to subscribers. You will ensure that all information about Your Marketplace Content (including information about applicable fees) displayed on the AWS Site is, at all times, accurate, complete, not misleading, and in compliance with applicable law. You represent and warrant to us that you have all rights in Your Marketplace Content necessary to promote, license, sell or grant access to Your Marketplace Content through the AWS Marketplace.
  5. Maintenance and Removal of Your Marketplace Content. You will ensure that all software contained in Your Marketplace Content is kept up-to-date with current bug fixes and patches. You may remove a listing of Your Marketplace Content from the AWS Marketplace at any time in accordance with the AWS Marketplace Listing Guidelines. We may also remove Your Marketplace Content from the AWS Marketplace at any time for any reason. Any removal by you or us of any listing of Your Marketplace Content from the AWS Marketplace will apply to prospective subscribers only and you will continue to enable current subscribers to exercise their rights in Your Marketplace Content (including any technical support) after removal of the listing. Except for software offered by you via a software-as-a-service model (a “SaaS Offering”), You will continue to provide support for Your Marketplace Content to current subscribers for at least 90 days following removal of the listing. Upon termination of the Agreement, we may terminate all access to Your Marketplace Content by subscribers where Your Marketplace Content is not a SaaS Offering.
  6. Our Role. You will be the seller of record for Your Marketplace Content. Except as expressly set forth in this Agreement, we are not involved in any underlying transaction between you and any subscriber. We are not responsible for any dispute between you and any subscriber, but we may elect to assist in the resolution of any dispute between you and any subscriber if asked to do so by the subscriber. If we elect to assist in the resolution of a dispute, you agree to cooperate with us to resolve the dispute.
  7. Processing of Transactions; Collection of Transaction Proceeds. On your behalf, we will process all payments and refunds for Transactions and collect the applicable Transaction Proceeds. . “Transaction Proceeds” means the gross sales proceeds received by us from any Transaction. We do not guarantee payment on behalf of any subscribers. Except where you have enabled subscribers to use an existing license to cover use of Your Marketplace Content with the Service Offerings, you will ensure that all fees and charges payable by subscribers for Your Marketplace Content are billed and collected through us and you will not offer or establish any alternative means of payment. We may impose transaction limits on some or all subscribers and sellers relating to the value of any Transaction or disbursement, the cumulative value of all Transactions or disbursements during a period of time or the number of Transactions per day or other period of time. We may withhold for investigation, or refuse to process, any of your Transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of this Agreement, our Acceptable Use Policy, or the AWS Marketplace Listing Guidelines. To clarify, this Section 7 does not apply to SaaS Offerings made to customers outside of a Transaction.
  8. Remittance of Transaction Proceeds to You. At the end of each month, we will pay to you all previously unpaid Transaction Proceeds that we have collected as of the date that is 2 business days prior to the date of payment, except that we may withhold our first payment to you until the end of the third full month after your initial listing of any of Your Marketplace Content. We will deduct from each payment any applicable fees and charges due to us related to Your Marketplace Content. The applicable fees and charges are posted on the AWS Site or in a separate document we provide to you and may be changed from time to time. We may also withhold, deduct, or setoff any amounts payable by you to us or our affiliates against any Transaction Proceeds. All payments to you will be sent through the Automated Clearing House (ACH) system to your designated U.S. bank account. If there is an error in the processing of any Transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from future Transaction Proceeds.
  9. Taxes. You are responsible for the calculation, validation and payment of any and all sales, use, excise, import, export, value added, withholding and other taxes and duties assessed, incurred or required to be collected (“Taxes”) or paid for any reason in connection with any Transaction and with Your Marketplace Content. We are not obliged to determine whether any Taxes apply to any Transaction, and we are not responsible for remitting Taxes to any taxing authority with respect to any Transaction, or for reporting any information (including the payment of Taxes) with respect to any Transaction. You will indemnify us and our affiliates against any claim or demand for payment of any Taxes imposed in connection with any Transaction, and for any fines, penalties, or similar charges imposed as a result of your failure to collect, remit or report any Taxes in connection with any Transaction.
  10. Risk of Loss. We will bear the risk of fraud associated with our sale or license of our Service Offerings. You will bear all other risk of fraud or loss, including the risk of chargebacks or credit card fraud associated with your sale or license of Your Marketplace Content. Solely in connection with a Transaction, if we receive a chargeback or determine a payment for Your Marketplace Content was a result of fraud, then you will promptly reimburse us for the total amount of any applicable Transaction Proceeds previously paid to you, as well as all credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original Transaction.
  11. Cancellations and Refunds. Except where not required by the AWS Marketplace Listing Guidelines, you will post your cancellation and refund policy in the listing for Your Marketplace Content in the AWS Marketplace. At a minimum, this cancellation and refund policy must: (a) allow subscribers who subscribe to Your Marketplace Content through a Transaction to cancel on-going subscriptions for Your Marketplace Content throught the AWS Site; and (b) comply with the other requirements of this Agreement. You will accept and process cancellations of, and provide refunds and adjustments for, Your Marketplace Content in accordance with this cancellation and refund policy posted at the time of the applicable Transaction. You will route all Transaction refund (and adjustment) payments through us. We will credit the applicable account, and you will reimburse us for all amounts so refunded.
  12. Fair Treatment of Our Subscribers. For Your Marketplace Content offered through a Transaction, you must generally treat AWS subscribers at least as favorably as subscribers you service through any Similar Sales Channel (as defined below). For Saas Offerings, Your Marketplace Content must be offered to AWS subscribers on terms and conditions (including but not limited to price) at least as favorable to the same offering(s) on your website. For example, (a) your total fees and charges for Your Marketplace Content must not exceed the lowest total fees and charges you offer through any Similar Sales Channels and (b) you must make available in the AWS Marketplace all software (including all versions) that you make available through any Similar Sales Channel. You must also ensure that all other non-price terms for Your Marketplace Content (e.g., cancellation and refund policy terms) are at least as favorable to our subscribers as the corresponding terms offered through any Similar Sales Channel. This section does not prevent you from offering discounts through any Similar Sales Channel or any other sales channel (e.g., volume discounts or discounts to government, education or non-profit subscribers), but if you offer a discount through any Similar Sales Channel, you must offer the same discount to our subscribers who meet the same eligibility requirements. “Similar Sales Channel” means any sales or distribution channel through which you offer Your Marketplace Content with similar license terms (e.g., hourly or monthly subscriptions), including direct sales through your own website.
  13. Subscriber Ratings and Feedback. We may implement mechanisms that rate, or allow subscribers to rate and provide feedback about, Your Marketplace Content (including information about Your Marketplace Content that has been removed from the AWS Marketplace), you, and your performance in connection with Your Marketplace Content and the AWS Marketplace. We may make these ratings and feedback publicly available.
  14. Technical Support and Subscriber Service. You are solely responsible for technical support (if any) for Your Marketplace Content. We have no obligation to provide subscriber support or technical support to any subscriber of Your Marketplace Content.
  15. Subscriber Information. You may use Subscriber Information only to communicate with subscribers who acquire rights in Your Marketplace Content to provide technical support. You may not use Subscriber Information for any other purpose. For example, you may not, directly or indirectly: (a) disclose any Subscriber Information to any third party, except as necessary for you to perform your obligations under this Agreement and only if you ensure that every recipient uses the information only for that purpose and complies with any restrictions applicable to you; (b) use any Subscriber Information for any marketing or promotional purposes whatsoever; (c) use any Subscriber Information in any way inconsistent with applicable privacy policies or law; (d) contact a subscriber to influence them to make an alternative purchase; (e) disparage us, our affiliates or any of their or our respective products; or (f) target communications of any kind on the basis of the intended recipient being an AWS Marketplace subscriber. “Subscriber Information” means any data or information to which you have access in connection with the AWS Marketplace or otherwise as a result of this Agreement, including data or information concerning any subscriber, any Transaction, or any use of Services Offerings with Your Marketplace Content. This section does not prevent you from using other information that you acquire without reference to Subscriber Information for any purpose (e.g. through a SaaS Offering), even if that information is identical to Subscriber Information, as long as you do not target communications on the basis of the intended recipient being an AWS Marketplace customer.
  16. Marketing Restriction. You may not include in Your Marketplace Content, any advertisements or promotions for, or opportunities for a subscriber to purchase, products that you do not to list in the AWS Marketplace, except where listing of a product through the AWS Marketplace is prohibited by the AWS Marketplace Listing Guidelines.
  17. Changes. We may update or change these Terms upon notice to you, including by posting updated Terms on the AWS Site in connection with the public launch of AWS Marketplace.