CenturyLink Terms and Conditions for AWS Resale

Updated: November 5, 2019

THESE TERMS AND CONDITIONS APPLY TO EACH CUSTOMER WHO PURCHASES AWS SERVICES DIRECT FROM CENTURYLINK AS A NEW ACCOUNT UNDER CLOUD APPLICATION MANAGER. THESE TERMS DO NOT APPLY TO ANY CUSTOMER WHO (i) SHIFTS AN EXISTING AWS ACCOUNT TO CENTURYLINK FOR CONSOLIDATED BILLING OR (ii) MAINTAINS A DIRECT CONTRACT WITH AWS.

Customer (or “You” or “End Customer”) acknowledges and agrees that its use of the Amazon Web Services, Inc. (“AWS”) services (“AWS Services”) is subject to acceptance of these AWS Resale Terms and Conditions, the Cloud Application Manager Schedule, the CTS Service Exhibit and the Agreement.

A. General Terms.

  1. Customer must have a legal and billing address located in the United States, Canada, the United Kingdom, or certain countries in Europe, Asia Pacific, and Latin America where CenturyLink has made services available (“Available Countries”). Service features in Available Countries may vary and country availability may change from time to time. Any and all charges to Customer 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. Customer’s access to AWS Services is strictly for Customer’s internal use and may not be resold by Customer.
  2. CenturyLink may make changes to the CenturyLink-provided AWS Services (including the availability or operation of certain features or functionality or the termination of certain offerings or functionality) from time to time in accordance with the Cloud Application Manager Schedule and upon notice posted on the Website. In addition, CenturyLink reserves the right to terminate Customer’s use of AWS Service in the event AWS for any reason terminates its agreement with CenturyLink. CenturyLink will use commercially reasonable efforts to provide Customers advance notice of termination. In the event of any termination, the parties will cooperate to develop a transition plan and CenturyLink will work with AWS to facilitate the transition and migration of Customer to AWS or to another authorized reseller prior to the effective date of the termination.
  3. In addition to and subject to the applicable provisions of the Agreement and the Cloud Application Manager Schedule, Customer acknowledges and agrees that CenturyLink is required to collect certain Customer information which may include, but is not limited to, name and contact information and account ID. In addition, Customer acknowledges and agrees that nothing in these terms, the Cloud Application Manager Schedule, the CTS Service Exhibit or the Agreement shall preclude AWS or CenturyLink from capturing, retaining, and using network and usage information whenever Customer accesses or uses AWS’ site or authorized services for the purposes of (a) providing Cloud Application Management Services (including by way of example, billing of AWS services and other administrative services) and AWS Services (b) operating, maintaining, providing, or improving AWS Services, or (c) to comply with law or a binding order of a governmental body. With respect to Customer’s use of AWS’ site or authorized services that include one or more third party solutions, AWS or CenturyLink may disclose to the applicable third-party solution provider Customer’s name, city, state/region, country and zip/postal code and information associated with the Customer’s use of AWS site or authorized services.
  4. Customer 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 Customer elects to use the AWS Services and store any applicable content and/or personal data. CenturyLink is not responsible and has no liability whatsoever for any unauthorized access to Customer’s AWS account or content or for any other failure or interruption of an AWS Service. In no event will Customer 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 Customer elects to use the AWS Services or any otherwise restricted data.
  5. Customer will ensure that its content and its end users’ content will not violate any CenturyLink policies or any applicable law. Customer 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 United States' Digital Millennium Copyright Act, or any other applicable copyright law.
  6. Customer 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. CenturyLink 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. Customer 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 Customer.
  8. Customer agrees that it or its licensors own all rights, title, and interest in and to Customer content. Any Customer submissions will be governed by the terms of the Apache license, unless AWS consents to another license supported by AWS.
  9. Only the Service Level Agreements (SLAs) set forth in Section B, which may change at CenturyLink’s sole discretion, will apply to the AWS Services.
  10. Subject to the applicable SLAs below, the AWS site and AWS Services are provided “AS IS.” CenturyLink 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 CenturyLink 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.
  11. Customer agrees to comply with the AWS Acceptable Use Policy (AUP), and any successor related locations, as may be updated from time to time. CenturyLink may (i) notify you of any service interruption, suspension, termination, or violations of the AWS Acceptable Use Policy (and any successor related locations), the United States' 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) suspend use of an AWS Service if CenturyLink or AWS reasonably determines your use poses a security risk, adversely impacts AWS’ systems or the systems, content of other AWS customers or risks subjecting AWS and CenturyLink to liability. CenturyLink will, if practicable, restore your use and access promptly after the problem giving rise to the suspension is resolved. CenturyLink shall have no liability related to any notice, suspension, or assistance provided in connection with this paragraph. Customer continues to be responsible for all fees and charges Customer incurred during the period of suspension; and Customer will not be entitled to any service credits under an applicable SLA for any period of suspension.
  12. In addition to any other applicable section related to taxes in the Agreement, CenturyLink will charge Customer for any applicable taxes and indirect taxes, including excise, sales and transactions, and gross tax to the extent AWS applies such taxes to CenturyLink. In addition, Customer acknowledges and agrees that CenturyLink may pass through to Customer any withholding taxes that AWS deems CenturyLink is, directly or indirectly responsible for and Customer agrees to pay additional amounts necessary so that the net amount received by CenturyLink is equal to the amount due and payable under the Agreement and these terms.
  13. Indemnity. Customer will defend, indemnify, and hold CenturyLink, its affiliates and licensors and vendors 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) violation of applicable law by Customer, Customer’s content or Customer’s submissions; or (b) alleged infringement or misappropriation of any third party rights by Customer content or submissions or by the use, development, design, production, advertising or marketing of Customer content or submissions. As used herein “content” means software (including machine images), data, text, audio, video, or images; and “submissions” means content that Customer posts or otherwise submits to developer forums, sample code repositories, public data repositories, community focused areas of the AWS website, or any other part of the AWS website that allows third parties to make available software, products, or data.
  14. Customer will reimburse CenturyLink and its affiliates, and each of their respective employees, officers and directors for their respective out of pocket costs (including reasonable attorneys’ fees) incurred to defend any lawsuit brought against CenturyLink and/or AWS or its affiliates by an unaffiliated third party alleging that Customer’s content or submissions infringe that party’s intellectual property rights. CenturyLink may, at its election and expense, assume control or otherwise participate in the defense of such claim. Customer will indemnify CenturyLink, its affiliates or vendor and each of their respective employees, officers and directors for the amount of any adverse final judgment or settlement arising out of the foregoing claim.
  15. Customer will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. Customer is solely responsible for compliance with applicable laws related to the manner in which Customer chooses to use the AWS Services, including (i) Customer’s transfer and processing content; (ii) the provision of content, and (iii) specifying the AWS region in which any of the foregoing occur.
  16. Data Handling Upon Termination or Expiration. Customer has access to and the ability to retain data contained within Customer’s account for the duration of the applicable service term and through the effective date of termination or expiration. Customer is responsible for facilitating the handoff or transfer to Customer of information, including data and root account credentials, prior to the effective date of termination.

B. Service Level Agreements (SLAs)

The SLAs made available to the Customer by CenturyLink are set forth, and as defined, in the AWS Service Level Agreements. Customer must submit Service Credits requests to CenturyLink. Subject to verification of the interruption or failure giving rise to the Service Credit request, Customer will receive any Service Credits due directly from CenturyLink. Such SLAs provide Customer's sole and exclusive remedies for any AWS Service interruptions, deficiencies, or failures of any kind.

SLA Exclusions: The Service Level Agreements do 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 Agreement or these terms and conditions or any applicable policy (i.e. 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 the AWS Service Level Agreements.

C. Public Sector End Customers

In addition to Section A. General Terms and Section B Service Level Agreements, all Direct Public Sector Customers must also acknowledge their use of the AWS Services is subject to the current version of the AWS Public Sector Access Policy. “Direct Public Sector Customer” means a Customer that is an agency or organization in an Available Country that is within (or is substantially owned, funded, managed or controlled by):

  1. the executive, legislative, or judicial branches of any government
  2. quasi-governmental entities (such as the World Bank); or
  3. substantially public-funded institutions (such as colleges, universities, and hospitals).

For avoidance of doubt, use of AWS Services by a Direct Public Sector Customer located in any country other than an Available Country is prohibited. Any use of services contrary to this section will be promptly terminated and CenturyLink 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 CenturyLink may directly enforce the terms of the AWS Public Sector Access Policy including the right, in its sole discretion, to accept and/or reject Customer’s use of AWS Services.