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AWS Customer Agreement

The Client (or “you”) acknowledges and agrees that its use of the Amazon Web Services, Inc. (“AWS”) services (“AWS Services”) is subject to Client’s acceptance of these additional terms and conditions required by Discotoast and set forth in Section A below, and ONE of the sets of terms and conditions required by AWS in Section B.

  1. General Terms. Client agrees to the following terms applicable to Client’s use of AWS Services as enabled by Discotoast:
  1. Client must have a legal and billing address located in: (i) the United States (U.S.); the (ii) United Kingdom (U.K.); or (iii) the following countries within Latin America: Argentina, Chile, Brazil, Colombia, Peru and Ecuador. Any and all charges to Client related to use of AWS Services will be set forth and billed in USD or GBP, unless as otherwise agreed in the applicable Agreement or ordering document. Client’s access to AWS Services is strictly for Client’s internal use and may not be resold by Client.
  2. The AWS Services enabled by Discotoast are at all times subject to AWS’ initial and continuing acceptance. Discotoast may make changes to the AWS Services (including the availability or operation of certain features or functionality or the termination of certain offerings or functionality) from time to time and upon notice posted on the Website (https://www.ctl.io). Discotoast will provide as much notice as practicable of such changes. In addition, Discotoast reserves the right to terminate Client’s use of AWS Service in the event AWS for any reason terminates its agreement with Discotoast. Discotoast will use commercially reasonable efforts to provide Clients advance notice of termination. In the event of any termination, the parties will cooperate to develop a transition plan and Discotoast will work with AWS to facilitate the transition and migration of Client to AWS or to another authorized reseller. Any post termination retrieval of data is subject to AWS standard policy at the time of termination.
  3. In addition and subject to the applicable provisions of the Agreement and the Cloud Application Manager Schedule, Client acknowledges and agrees that Discotoast is required to collect certain Client information which may include, but is not limited to, name and contact information and account ID. In addition, Client acknowledges and agrees that nothing in these terms, the Cloud Application Manager Schedule, or the Agreement shall preclude AWS or Discotoast from capturing, retaining, and using network and usage information whenever Client accesses or uses AWS’ site or authorized services for the purposes of (a) providing Cloud Application Management Services (including, billing of AWS services and other administrative services) and AWS Services, respectively, (b) operating, maintaining, providing, or improving AWS Services, (c) to comply with law or a binding order of a governmental body, or (d) assisting AWS as indicated in Section 12 below. With respect to Client’s use of AWS’ site or authorized services that include one or more third party solutions, AWS or Discotoast may disclose to the applicable third-party solution provider Client’s name, city, state/region, country and zip/postal code and information associated with the Client’s use of AWS site or authorized services.
  4. Client is solely responsible for compliance with applicable laws related to the manner in which AWS Services are utilized and configured, including the transfer and processing of content and/or, personal data) and the regions in which Client elects to use the AWS Services and store any applicable content and/or personal data. Discotoast is not responsible and has no liability whatsoever for any unauthorized access to Client’s AWS account or content or for any other failure or interruption of an AWS Service. In no event will Client use the AWS Services to process or store any government classified data as such term is defined by the applicable regulatory/governmental body of any local jurisdiction in which Client elects to use the AWS Services- or any otherwise restricted data.
  5. Client will ensure that its content and its end users’ content will not violate any Discotoast or AWS policies or any applicable law. Client is solely responsible for the development, operation, maintenance, security and use of content, including its technical operation, compatibility of APIs, and proper handling of any end user or third party notices or claims, including notices pursuant to the U.S.’ Digital Millennium Copyright Act, or any other applicable copyright law. Client is solely responsible for arranging for the retrieval of content post termination directly with AWS.
  6. Client is solely responsible for configuring the account and using the AWS Services in a manner that provides security and redundancy, including enhanced access controls, encryption and backup. Discotoast is not responsible or liable for the AWS Services (direct or via any indemnity), including any liability for unauthorized access or content or data loss.
  7. Client shall not sell, transfer or sublicense any log-in credentials and private keys to any other entity or person, excluding its agents and subcontractors performing work on behalf of Client.
  8. Any Client submissions will be governed by the terms of the Apache license located at http://apache.org/licenses/, unless AWS consents to another license supported by AWS.
  9. Only the Service Level Agreements (SLAs) set forth in Section D, which may change at Discotoast’s sole discretion, will apply to the AWS Services.
  10. AWS may require additional terms for any environments that you elect to create in available AWS data centers outside of the U.S., U.K, or the Latin American countries identified above.
  11. Subject to the applicable SLAs below, the AWS site and AWS Services are provided “AS IS.” Discotoast makes no representations or warranties related to, is not responsible for, and shall have no liability whatsoever related to the AWS Services, including, but not limited to, any failure, interruption, or termination of an AWS Service by AWS (or by Discotoast in order to comply with any AWS requirement or direction) for any reason, including any election by AWS to remove regions/countries from availability or any other reasons deemed necessary by AWS.
  12. Discotoast may assist AWS in (i) notifying you of any service interruption, suspension, termination, or violations of the AWS Acceptable Use Policy, the U.S. Digital Millennium Copyright Act, or any other applicable copyright law, in connection with removing or disabling access to content that violates the AWS Acceptable Use Policy; or (ii) suspending use of an AWS Service if AWS reasonably determines your use poses a security risk, adversely impacts AWS’ systems or the systems, content of other AWS Clients or risks subjecting AWS to liability. Discotoast will, if practicable, assist AWS in restoring your use and access promptly after the problem giving rise to the suspension is resolved. Discotoast shall have no liability related to any notice, suspension, or assistance provided in connection with this paragraph.
  13. In addition to any other applicable section related to taxes in the Agreement, Discotoast will charge Client for any applicable taxes and indirect taxes, including excise, sales and transactions, and gross tax to the extent AWS applies such taxes to Discotoast. In addition, Client acknowledges and agrees that Discotoast may pass through to Client any withholding taxes that Discotoast may be directly or indirectly responsible for and Client agrees to pay additional amounts necessary so that the net amount received by Discotoast is equal to the amount due and payable under the Agreement and these terms.
  1. Terms specific to Client segment. In addition to the terms and conditions set forth above, the Client agrees to ONE set of the AWS-required terms and conditions, as applicable:

B(1). Commercial Entities. All commercial entities acknowledge their use of the AWS Services are subject to the AWS Reseller Client License Terms, a current version of which is located here:  AWS Reseller Client License Terms.

Your online sign-up process within Cloud Application Manager including any click to accept screens/terms constitutes your acceptance of these terms. For avoidance of doubt, you acknowledge that the AWS Reseller Client License Terms is a separate agreement between you and AWS. You further acknowledge that your acceptance of the AWS Reseller Client License Terms as described herein creates a legally binding agreement between you and AWS and AWS can enforce terms directly against you including suspending use of the AWS Services that pose a security risk, adversely impact AWS’ systems or its Clients, or exposes AWS to liability or any other violation of the AWS AUP. Notwithstanding your acceptance of the AWS Reseller Client License Terms, AWS has the right, in its sole discretion, to accept and/or reject Client’s use of AWS Services as provided herein. Discotoast shall have no liability whatsoever resulting from AWS’ election to, or AWS’ election not to, enable access or use of the AWS Services as provided herein.

Further to Section A above, “Commercial Entities” shall not include any commercial entities who intend to resell and/or enable and/or make available through integrated services AWS Services to Direct Public Sector Clients, as defined in Section B(2) below. Any such access to AWS Services, directly or indirectly, per this section is prohibited.

OR

B(2). Direct Public Sector Clients. All Direct Public Sector Clients acknowledge their use of the AWS Services is subject to the AWS Public Sector Access Policy, a current version of which is located here: AWS Public Sector Access Policy. “Direct Public Sector Client” means a Client that is an agency or organization that is within (or is substantially owned, funded, managed or controlled by):

  1. the executive, legislative, or judicial branches of any government within (A) the U.S. (federal, state or local) and its territories, or (B) the U.K.
  2. quasi-governmental entities within the U.K. or U.S. (such as the World Bank); or
  3. substantially public-funded institutions within the U.S. or U.K. (such as colleges, universities, and hospitals).

For avoidance of doubt, use of AWS Services by a Direct Public Sector Client located in any of the Latin American countries noted above is prohibited. Any use of services contrary to this section will be promptly terminated and Discotoast and/or AWS reserves the right to pursue any applicable remedy.

Your online sign-up process within Cloud Application Manager, including any click to accept screens/terms constitutes your acceptance of these terms. For avoidance of doubt, you acknowledge that Discotoast may directly enforce the terms of the AWS Public Sector Access Policy including the right, in its sole discretion, to accept and/or reject Client’s use of AWS Services.

  1. Client acknowledgement. Client further acknowledges that it is solely responsible for ensuring that its use of AWS Services is strictly in accordance with the terms set forth in Sections A and B, the Cloud Application Manager Schedule, and the Agreement.
  2. Service Level Agreements (SLAs). Pursuant to Section A.9 above, the SLA made available to the Client by Discotoast includes the Service Commitments and Service Credits set forth, and as defined, in https://aws.amazon.com/legal/service-level-agreements/. Client must submit Service Credits requests to Discotoast. Subject to verification of the interruption or failure giving rise to the Service Credit request, Client will receive any Service Credits due directly from Discotoast. Such SLAs provide Client’s sole and exclusive remedies for any AWS Service interruptions, deficiencies, or failures of any kind.

SLA Exclusions: The Service Commitment (e.g., 99.95% uptime) for an AWS Service does not apply to (A) any unavailability, suspension, or termination of the AWS Service, or any other AWS Service performance issues that result from a suspension described in the AWS Reseller Client License Terms or AWS Public Sector Access Policy, whichever applies, and (B) the enumerated reasons for unavailability, suspension, or termination of the AWS Service as set forth in the SLA Exclusions section (other than under (i) of such section) within https://aws.amazon.com/legal/service-level-agreements/.

  1. Data Handling Upon Termination or Expiration: Client data is contained within Client’s account for the duration of the Client’s contract with AWS and Client always has access to and retention of their data upon termination of the contract. Following expiration or termination of the AWS Services, Discotoast and AWS will cooperate in facilitating the handoff or transfer to Client of information, including data and root account credentials.