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This Amazon Web Services Resale Agreement (“Agreement”) is made between EDT Partners SLU (and any of its Affiliates) (“EDT Partners SLU”) and the Customer obtaining the AWS Services through EDT Partners (“Customer”) and sets out the terms and conditions for the purchase and sale of AWS Services through EDT Partners. EDT Partners and Customer are individually referred to as a “Party” and collectively as the “Parties”.

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In consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 “AWS” means Amazon Web Services, Inc., the manufacturer, distributor, licensor and/or provider of the AWS Services resold to Customer by EDT Partners or a regionally authorized distributor.

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1.2 “AWS Site” means http://aws.amazon.com and any successor or related site designated by AWS, and may include the AWS Management Console and/or the application programming interface.

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1.3 “AWS Services” means the products and services that EDT Partners is authorized to resell from AWS, including, but not limited to, cloud services, software, professional services, maintenance, support, and warranty services, and renewal orders of the foregoing.

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1.4 “End Customer Account Model” means the account model under which EDT Partners offers the AWS Services to Customer via the Customer’s AWS accounts.

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1.5 “Solution Provider Account Model” means the account model under which Customer links its AWS accounts with an EDT Partners AWS Payer Account.

2. Reseller Only

Customer acknowledges and agrees that: (i) the AWS Services purchased by Customer are resold by EDT Partners for Customer’s use only (unless otherwise stated in the AWS Service Terms, as defined in Schedule A); and (ii) The AWS Services are licensed by AWS, and EDT Partners is not an agent or representative of AWS and is not the creator, manufacturer, distributor or licensor of the AWS Services. In purchasing the AWS Services, Customer is relying on AWS’s specifications only and is not on any statements, documents or specifications that may be provided by EDT Partners.

3. AWS Account Models

Customer may select the End Customer Account Model, the terms applicable to which are set forth in Schedule A, or the Solution Provider Account Model, the terms applicable to which are set forth in Schedule B. In the event that Customer requests any AWS Services, whether by sending a written order or email to EDT Partners or by provisioning such AWS Services directly within the AWS and/or EDT Partners online portal(s) (each, an “Order”), this Agreement and the terms of the applicable Schedule will govern.

4. Fees and Payment

4.1 The fees for the AWS Services are calculated by EDT Partners based on Customer’s measured usage of the AWS Services and the price rate publicly posted by AWS at aws.amazon.com. Price rates are subject to change by AWS without notice. Notwithstanding the quantity of AWS Services that may be indicated in an Order, such quantity is an estimate only, and Customer’s invoice will be based on the actual consumption of the AWS Services. Usage reports generated by AWS upon which invoices are based will be deemed final.

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4.2 Provided Customer has approved credit terms with EDT Partners, Customer will pay the invoice for the AWS Services on the receipt of the invoice. These payment terms will apply notwithstanding any separate agreement between the Parties containing different payment terms. Payments will be made in the currency that is billed by EDT Partners.

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4.3 During the Term, EDT Partners may request that Customer set up a credit card as a secondary payment source on the Customer’s AWS account.

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4.4 Any disputed fees must be brought to EDT Partners’s attention within ten (10) business days of the invoice date; otherwise fees are deemed accepted. Customer is responsible for any applicable sales, use, or other taxes, or federal, provincial, state or local fees or assessments associated with its purchase of AWS Services. EDT Partners reserves the right to impose a penalty fee for any late payments. The applicable interest rate will be applied to the outstanding balance.

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4.5 Customer’s right to Order additional AWS Services may be subject to credit limits established by EDT Partners. From time to time as EDT Partners may deem necessary, Customer agrees to cooperate with EDT Partners and provide such information as reasonably required for EDT Partners to perform a credit check. If EDT Partners is not satisfied with the results of such credit check, EDT Partners may, without penalty, terminate the Agreement upon notice to Customer.

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4.6 Entities which are controlled by or under common ownership (“Affiliates”) with Customer may enter into Orders provided that Customer and such Affiliate will be jointly and severally liable for all obligations of Affiliate in relation to such Order.

5. Provisioning AWS Services

Customer acknowledges and agrees that Customer is responsible for charges incurred for AWS Services provisioned to their AWS account and that Customer is responsible for managing access rights to its AWS account. EDT Partners is not responsible for Customer errors in provisioning or de-provisioning AWS Services.

6. Support

This paragraph is applicable to Cloud Management (Cloud Governance, Cloud Operations, or Cloud Optimization) only. Support is mandatory when the Customer has purchased the AWS Services. If requested by the customer, EDT Partners Technical Support Centre (“ETSC”) can provide tier-I support services which includes escalating incidents to AWS Support. Additional or existing charges for AWS Support will be included in Customer invoices for AWS Services as described in Section 4.1 above.

7. Dashboard

As part of the AWS Services, EDT Partners will provide Customer with access to its billing data through a third party dashboard (the “Dashboard”). Customer acknowledges that Customer’s usage and billing data is shared and stored with the third party vendor of the Dashboard. Customer continues to own all of its billing data, including Customer’s information within the Dashboard. The Dashboard is provided for informational and internal business purposes only.

8. Additional Services

EDT Partners will provide monthly FinOps assessments and recommendations through Dashboard highlighted in section 7, through explicit communications or sessions or other ad-hoc channels. These FinOps activities aim to optimize the use of resources and services and to promote a wider understanding of cloud economics throughout the Customer organization.

EDT Partners also includes a package of advisory, growth, product, and technical services as part of this agreement. These are coordinated through the engagement lead and main EDT Partners contact for Customer.

9. Term and Termination

9.1 The term of the AWS Services will commence on the date the AWS account(s) are either initiated by or transferred under EDT Partners’s payer account or a distributor partner (the “Effective Date”) and continue in full force and effect until termination. The AWS Services are provided on a month-to-month basis. Invoices may be prorated based on when the AWS Services are on-boarded and off-boarded.

9.2 Either Party may give notice of termination at any time, such termination to be effective either: (i) the last day of the current calendar month if the written notice of termination was received by the other Party a minimum of fifteen (15) days prior to the end of such calendar month; or (ii) the last day of the following calendar month if written notice of termination was received by the other Party with less than fifteen (15) days left in the current calendar month.

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9.3 Termination/Suspension of AWS Services. EDT Partners may by written notice terminate or suspend Customer’s right to access all or some of the AWS Services provided hereunder as of the date specified in such notice upon:

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9.3.1 Customer’s failure to pay EDT Partners any amount required to be paid under this Agreement for more than fifteen (15) days;

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9.3.2 Customer’s violation of any obligations under this Agreement that remains uncured for a period of fifteen (15) days from receipt of notice; or

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9.3.3 In the event, EDT Partners ceases to be a Reseller of the AWS Services or is required by AWS to terminate certain AWS Services.

9.4 Rights and Obligations upon termination or suspension. To the extent Customer’s access to the AWS Services is terminated or suspended, Customer acknowledges and agrees that:

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9.4.1 it will remain responsible for all fees and charges incurred through the date of suspension or termination, including fees and charges for in process tasks completed after the date of suspension or termination; and

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9.4.2 it will remain responsible for any applicable fees and charges for any AWS Services to which it continues to have access.

10. Confidentiality and Privacy

10.1 To the extent that confidential and proprietary information of a Party (“Confidential Information”) is exchanged and received in connection with the AWS Services, the receiving Party agrees to maintain the confidential nature of the Confidential Information of the disclosing Party in its possession by taking reasonable steps to protect such Confidential Information from unauthorized use, access and disclosure; such steps will be at least equal to those taken by the receiving Party to protect its own Confidential Information. Confidential Information does not include: (i) information that was publicly available at the time of disclosure or that becomes publicly available other than by a breach of this provision by the receiving Party; (ii) information previously known by or developed by or for the receiving Party without use of or access to the Confidential Information of the disclosing Party; or (iii) information that the receiving Party rightfully obtains without restrictions on use and disclosure. The receiving Party may disclose the Confidential Information of the disclosing Party to its or its Affiliates’ employees and AWS provided that such party has a need to know and is required to maintain the confidentiality of such information on terms no less stringent than those contained in this Section.

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10.2 “Personal Information” means information provided by Customer to EDT Partners or to which access is provided to EDT Partners by or at the direction of Customer that: (i) identifies or can be used to identify an individual (including names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including employee identification numbers, government-issued identification numbers, financial account numbers, or other personal identifiers). Personal Information will be deemed Confidential Information hereunder. For the avoidance of doubt, Customer’s business contact information will not by itself be deemed to be Personal Information. To the extent Customer provides EDT Partners with Personal Information, Customer consents to allow AWS to collect, process and use such Personal Information for purposes of the business relationship between the parties, or marketing and providing the AWS Services to Customer. To the extent Customer uses AWS Services that include one or more third-party solutions, AWS may disclose to the applicable third party solution provider information associated with Customer’s use of the third party solution. Customer warrants it has right to provide such information under applicable laws and each party agrees that it will comply with its respective obligations under applicable data protection legislation.

11. Indemnification from Customer

Customer will defend, indemnify, and hold harmless EDT Partners, its Affiliates and licensors, and each of their respective officers, and directors from and against any losses arising out of or relating to any third party claim concerning: (a) breach by Customer of any of its obligations under this Agreement; (b) violation by Customer of any applicable law, rule or regulation.

12. Disclaimer and Limitation of Liability

12.1 Edt Partners provides no indemnities, warranties, or representations in connection with the AWS services whether express or implied, in fact or in law, including but not limited to the implied warranties and conditions of merchantable quality, non-infringement and fitness for a particular purpose. Such warranties, if any, are provided by AWS directly. Edt Partners will not be liable for delays or failure of AWS to provide AWS services.

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12.2 Except for customer’s payment obligations and indemnification obligations, each party’s total and aggregate liability for any loss, damage, cost or expense arising out of or in connection with the AWS services or this agreement is hereby limited to a maximum of the dollar amount paid by customer in the six (6) months before the liability arose.

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12.3 In no event will either party be liable to the other party for any indirect, special, consequential, incidental, punitive or exemplary losses, damages or expenses of any kind, or for business interruption or downtime, lost or corrupted data or software, loss of use of systems or networks, or the recovery of such, the availability of the AWS services, lost revenue, lost profits, lost savings or any other commercial or economic loss of any kind, even if it had been advised of their possible existence or even if reasonably foreseeable.

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13. Miscellaneous

13.1 Choice of Law. For Customers in the United States of America, this Agreement will governed by the laws of the State of Florida, without regard to its conflict of laws rules.

• For Customers in Singapore, this Agreement shall be governed by, and construed in accordance with, Singapore law.
• For Customers in other geographies, this Agreement shall be governed by, and construed in accordance with, Spanish law.
• In either case, the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

13.2 General. EDT Partners is an independent contractor and services provider. Nothing contained in this Agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the Parties. If any provision is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and all other remaining provisions or parts thereof will continue in full force and effect. Any provision of this Agreement which imposes an obligation after termination or expiration of the Agreement will survive the termination or expiration of this Agreement. No waiver of or failure to exercise any option, right or privilege hereunder will be construed as a waiver of any other option, right or privilege. Neither Party may assign this Agreement or any rights or obligations under this Agreement to a third party without the express written consent of the other Party, which consent will not be unreasonably withheld or delayed; provided however that EDT Partners may, without the consent of Customer, assign this Agreement to any person or entity directly or indirectly controlling, controlled by, or under common control with EDT Partners. This Agreement (and applicable Schedule) contain the complete agreement between the Parties relating to the subject matter hereof and supersede all prior negotiations, representations and understandings.

SCHEDULE A
END-CUSTOMER ACCOUNT MODEL TERMS

In addition to the terms and conditions set forth in the Agreement, the following terms will apply to Customers who have selected the End Customer Account Model. In the event of a conflict between the Agreement and this Schedule, the terms of this Schedule will apply, except for terms related to fees, payment, pricing, and tax terms for use of the Services, which are superseded by the Agreement.

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1. Use of AWS Services. Customer acknowledges that its rights to and use of the AWS Services is subject to the AWS Customer Agreement between Customer and AWS for Customer’s access to and use of AWS Services, a current version of which is located at https://aws.amazon.com/agreement/ (the “AWS Customer Agreement”) and the terms and conditions applicable to the specific AWS Services selected by Customer (the “AWS Service Terms”). Customer hereby agrees to abide by the AWS Customer Agreement and the applicable AWS Service Terms.

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2. Program Guide. Customer will review the AWS Program Guide for End Customers, a current version of which is located at https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf.

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3. AWS Interaction with Customer. Customer acknowledges that AWS has the right to (i) directly communicate and interact with Customer without EDT Partners’s participation, and (ii) terminate Customer’s ability to access and use the AWS Services in accordance with the terms of the AWS Customer Agreement. Nothing in this Agreement will prevent AWS or Customer from exercising their rights and performing their obligations under the AWS Customer Agreement.

SCHEDULE B
SOLUTION PROVIDER ACCOUNT MODEL TERMS

In addition to the terms and conditions set forth in the Agreement, the following terms will apply for Customers who have selected the Solution Provider Account Model. In the event of a conflict between the Agreement and this Schedule, the terms of this Schedule will apply.

1. Definitions

1. “AWS Content” means Content AWS or its Affiliates make available in connection with the AWS Services or on the AWS Site to allow access to and use of the AWS Services.

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2. “Content” means software (including machine images), data, text, audio, video or images.

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3. “Customer Content” means Content that Customer or any End User transfers to us for processing, storage or hosting by the Services in connection with Customer’s AWS account and any computational results that Customer or any End User derive from the foregoing through their use of the AWS 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.

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4. “End User” means any individual or entity that directly or indirectly through Customer: (a) accesses or uses Customer Content; or (b) otherwise accesses or uses the AWS Services under Customer’s AWS account.

2. Access rights

1. Account Linking. Customer will support EDT Partners in linking Customer’s pre-existing AWS account to EDT Partners’s AWS Payer Account (the “Payer Account”) by performing operations in the AWS Management Console that confirm the AWS account is linked to the Payer Account for billing management purposes.

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2. Root Account Access. When a Customer’s AWS account is created, it begins with a single sign-in identity that has complete access to all AWS services and resources in the account (the “Root Account”). Customer’s Root Account credentials are required by EDT Partners for initial onboarding to the EDT Partners service, for offboarding from the service, and for EDT Partners to request permission from AWS to conduct penetration testing (if required by Customer). Customer agrees that, in accordance with AWS best practices, EDT Partners will have exclusive root-level access to Customer’s Root Account for the foregoing purposes. If these Terms apply to Customer’s pre-existing AWS account, then Customer agrees to transfer its Root Account credentials to EDT Partners for onboarding to EDT Partners services. EDT Partners associates a complex password with the Root Account credentials and stores the credentials in a password vault, which maintains an activity log to track access to the credentials. EDT Partners turns on multi-factor authentication, and associates a hardware token with the Root Account credentials. The hardware token is stored in a safe, access to which requires managerial approval. Notwithstanding the foregoing, where Customer has requested Root Account credentials, the provisions in Exhibit A hereto will apply. In all cases, any day-to-day activity by EDT Partners is conducted with ReadOnly credentials created in the AWS Identity and Access Management (IAM) service.

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3. Additional Access. Customer agrees to cooperate with EDT Partners in creating credentials that provide EDT Partners read-only access to Customer’s AWS account, through roles defined in the AWS Identity and Access Management service, for EDT Partners to access metadata such as usage data in order to calculate Customer’s monthly invoice for AWS Services. EDT Partners will not access Customer data stored in Amazon EC2 or Amazon RDS instances, nor will it access Customer data in AWS data storage and data warehouse services except as required to read AWS CloudTrail, AWS Config logs, and AWS Cost and Usage Report. Additional credentials may be required if Customer purchases other services such as EDT Partners Managed Services.

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4. Customer Access to AWS Management Console. Where Customer is a EDT Partners Managed Services customer, Customer acknowledges that some parts of the functionality of the AWS Management Console may be restricted. For example, Customer may not have access to EDT Partners-facing billing dashboard and its associated features, or the ability to make reserved instance purchases. This section does not apply where Customer maintains their own Root Account credentials.

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5. Required AWS Service Activations. Customer agrees that, in accordance with AWS best practices, the AWS CloudTrail and AWS Config will be active in Customer’s AWS Account. Customer agrees that it will maintain logs for AWS CloudTrail and AWS Config in its AWS account for a minimum period of one (1) year (on a rolling twelve-month basis). EDT Partners will purge logs that are more than one (1) year old, unless otherwise instructed by Customer.

3. Customer Responsibilities

1. Accounts. Except to the extent caused by EDT Partners’s breach of the Agreement, (a) Customer is responsible for all activities that occur under Customer’s AWS account, regardless of whether the activities are authorized by Customer or undertaken by Customer, Customer’s employees or a third party (including Customer’s contractors, agents or End Users), and (b) EDT Partners is not responsible for unauthorized access to Customer’s AWS account.

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2. Customer Content. Customer will ensure that Customer Content and Customer’s and End Users’ use of Customer Content or the AWS Services will not violate applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Content.

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3. Customer’s Security and Backup. Customer is responsible for properly configuring and using the AWS Services and otherwise taking appropriate action to secure, protect and backup Customer’s accounts and Customer Content in a manner that will provide appropriate security and protection. This may include use of encryption to protect Customer Content from unauthorized access and routinely archiving Customer Content.

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4. Log-In Credentials and Account Keys. AWS log-in credentials and private account keys generated by the AWS Services are for Customer’s internal use only and Customer will not sell, transfer or sublicense them to any other entity or person, except that Customer may disclose Customer’s private key to Customer’s agents and subcontractors performing work on Customer’s behalf.

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5. End Users. Customer is responsible for its End Users’ use of Customer Content and the AWS Services. Customer will ensure that all End Users comply with Customer’s obligations under this Agreement. If Customer becomes aware of any violation of Customer’s obligations under this Agreement caused by an End User, Customer will immediately suspend access to Customer Content and the AWS Services by such End User.

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6. Export Sales. Customer agrees that it will comply with all applicable import, re-import, export, and re-export control laws and regulations.

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7. Payment Obligations and Account Remedies. Customer acknowledges that failure to pay any amount due under this Agreement for more than fifteen (15) days from the invoice date constitutes a material breach. In such event, EDT Partners may, upon written notice to Customer: (i) suspend or terminate Customer's access to all or any AWS Services; (ii) remove its billing role or payer account linkage from Customer's AWS account(s); and/or (iii) close any AWS account(s) managed under EDT Partners' payer account. Customer will remain responsible for all charges accrued through the date of any such action. EDT Partners shall not be liable for any loss of data, service interruption, or other consequences resulting from actions taken pursuant to this clause."

4. Restricted Regions

Customer acknowledges that these Terms do not confer rights to access AWS Regions or AWS Services that AWS does not permit Customer to access. For example, these Terms do not confer rights to access the AWS Gov Cloud region if Customer is not authorized by AWS to access the AWS Gov Cloud region.

EXHIBIT A – ADDITIONAL TERMS AND CONDITIONS FOR ROOT CREDENTIAL REQUESTS

1. In addition to the terms and conditions set forth in the Schedule B, the following terms will apply for Customers who have requested Root Account credentials. In the event of a conflict between this Exhibit A and Schedule B, the terms of this Exhibit B will apply. For Customer’s Root Account, Customer must employ best practices for password security (recommended long and complex passwords of at least 24 characters). Multifactor authentication (MFA) must be used and enforced, and any access keys must be deleted. Customer must not in any event change the root email address (username) or the primary phone number associated to the Primary Contact in the “Accounts” page on this account. If Customer breaches these security obligations, Customer may be disqualified from any otherwise applicable discounts and subject to suspension or closure as noted in Section 5 of this Exhibit.

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2. EDT Partners must be granted with IMBillingRole cross account policy into the Customer’s AWS account which allows access to Cost Explorer and the Billing Console. This support role must be included for support tickets so EDT Partners can create cases on behalf of the Customer. If Customer changes the billing address, Customer will be responsible for all costs incurred and invoiced to any address not approved in writing by EDT Partners. Although Customer will have visibility to EDT Partners credits in the AWS Console, Customer acknowledges that those credits do not apply to the Customer’s billing account.

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3. Customer is responsible for any actions taken for accounts where it holds its own Root Account access. If applicable, Customer is responsible for setting up AWS cloud trail, a feature in AWS to determine the actions users have taken in Customer’s account and the resources that were used. Customer is responsible for following and abiding by the AWS Identity and Access Management (IAM) Best Practice Guide.

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4. Where Customer has purchased the AWS Services from EDT Partners through Ingram Micro Inc. (“Ingram”), Customer agrees to all the terms contained herein and acknowledges that Ingram is a third-party beneficiary to such terms such that Ingram may enforce the provisions of this Exhibit directly against Customer.

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5. EDT Partners reserves the right to suspend or close applicable AWS account(s) at any point in time if Customer fails to comply with the provisions of this Exhibit. Customer will remain responsible to EDT Partners for all remaining and accrued charges for the Services pursuant to the selected term commitment. Customer agrees to defend, indemnify and hold harmless EDT Partners, Ingram (if applicable) and their affiliates from and against any and all claims which may arise from Customer’s breach of this Exhibit.

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