CenturyLink Terms and Conditions for AWS Resale

Updated: June 26, 2019

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

A. General Terms. Customer agrees to the following terms applicable to Customer’s use of AWS Services as enabled by CenturyLink:

  1. Customer must have a legal and billing address located in the United States, Canada, the United Kingdom, or certain countries in Europe 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. The AWS Services enabled by CenturyLink are at all times subject to AWS’ initial and continuing acceptance. CenturyLink 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. CenturyLink will provide as much notice as practicable of such changes. 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. 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, 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, 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, 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 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 or AWS 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 U.S.’ Digital Millennium Copyright Act, or any other applicable copyright law. Customer is solely responsible for arranging for the retrieval of content post termination directly with AWS.
  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. 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 D, which may change at CenturyLink’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.” 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.
  12. CenturyLink 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 customers or risks subjecting AWS to liability. CenturyLink will, if practicable, assist AWS in restoring 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.
  13. 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.

B. Terms specific to Customer segment. In addition to the terms and conditions set forth above, the Customer 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 current version of the AWS Reseller Customer 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 Customer License Terms is a separate agreement between you and AWS. You further acknowledge that your acceptance of the AWS Reseller Customer 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 customers, or exposes AWS to liability or any other violation of the AWS AUP. Notwithstanding your acceptance of the AWS Reseller Customer License Terms, AWS has the right, in its sole discretion, to accept and/or reject Customer’s use of AWS Services as provided herein. CenturyLink 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 Customers, 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 Customers. All Direct Public Sector Customers 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.

C. Customer acknowledgement. Customer 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.

D. Service Level Agreements (SLAs). Pursuant to Section A.9 above, the SLA made available to the Customer by CenturyLink includes the Service Commitments and Service Credits 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 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 Customer 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 the AWS Service Level Agreements.

E. Data Handling Upon Termination or Expiration: Customer data is contained within Customer’s account for the duration of the Customer’s contract with AWS and Customer always has access to and retention of their data upon termination of the contract. Following expiration or termination of the AWS Services, CenturyLink and AWS will cooperate in facilitating the handoff or transfer to Customer of information, including data and root account credentials as further described in the Knowledge Base article below. This article also includes instructions for how to remove non-customer IAM accounts, groups, roles, and federation.

See: Partner Cloud: AWS Customers Leaving CenturyLink