Document ID: d34095a0-a0e5-4a7c-95b0-3469e9c33088

Diego Amaral Anjos Ferreira 33443039880 CC VND 00335090 2023 TR

On 28 Jul 2023 06:54 PM UTC

AWS Distribution Seller Agreement

Last Updated February 24, 2023

This AWS Distribution Seller Agreement (this “Agreement”) contains terms and conditions that govern your
participation in the AWS Distribution Program and is an agreement between the applicable AWS Contracting Party
specified in Section 10 below (also referred to as “AWS”) and the entity you represent (“Distribution Seller,” “You,”
or “Your”). This Agreement takes effect the first day of the month following the date of when you click to accept
when presented with these terms (“Effective Date”). By entering into this Agreement on behalf of the Distribution
Seller, you represent and warrant that you have the legal authority to bind that entity. Defined terms used in this
Agreement with initial letters capitalized have the meanings set forth in Section 10 or elsewhere in this Agreement.

1. AWS Distribution Seller Program.

1.1 Authorization. AWS authorizes Distribution Seller to resell Authorized Services to Sellers or to End
Customers in the Territory, using Program Accounts associated with a geographic location that corresponds to an
AWS Contracting Party that is party to this Agreement, as set forth in Section 10, and solely as part of a Solution.

1.2 Distribution Seller Resale Models. There are two resale models for resale under this Agreement,
described in Sections 1.3 and 1.4. Distribution Seller is only authorized for the resale model(s) authorized with
respect to Distributor.

1.3 End Customer Account Model. If Distribution Seller is authorized to operate under the End Customer
Account Model, then the following provisions apply:

(a) End Customer Accounts. End Customer’s Services Agreement governs access to and use of the Services
under End Customer Accounts, except for fees, payment, pricing, and tax terms for use of the Services, which are
superseded by such terms set forth in Distribution Seller’s or Seller’s (as applicable) agreement with End Customer.
Distribution Seller will designate End Customers’ AWS accounts as End Customer Accounts pursuant to the
Distribution Seller Program Terms.

(b) Distribution Seller’s Agreements with Sellers and End Customers. Distribution Seller must separately
agree, without any involvement of AWS, to terms and conditions with each Seller and End Customer (if applicable)
that (i) do not prevent AWS and Distribution Seller from exercising their rights and performing their obligations
under this Agreement, and (ii) include fees, payment, pricing, and tax terms for use of the Solution(s). Distribution
Seller will not, and will ensure Sellers will not, prevent AWS and End Customer from exercising their rights and
performing their obligations under End Customer’s Services Agreement and will ensure that each End Customer
reviews the information available at https://distribution-program-legal-documents.s3-us-west-
2.amazonaws.com/AWS+Distribution+Program+-+Program+Guide+for+End+Customers.pdf (and any successor or
related locations designated by AWS), as may be updated by AWS from time to time.

(c) AWS Interaction with End Customers. Distribution Seller acknowledges that AWS has the right to (i)
directly communicate and interact with each End Customer without Distribution Seller’s participation, and (ii)
terminate an End Customer’s ability to access and use the Authorized Services in accordance with the terms of End
Customer’s Services Agreement.

1.4 Distributor Account Model. If Distribution Seller is authorized to operate under the Distributor Account
Model, then the following provisions apply:

(a) Distributor Accounts. Distributor’s Services Agreement governs all access to and use of the Services
under Distributor Accounts.

(b) End Customers’ Access to and Use of Services. Distribution Seller is permitted to provide Sellers and
End Customers with access to and use of Authorized Services via Distributor Accounts solely in accordance with the

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Distribution Seller Program Terms and the agreement under which Distributor resells the Authorized Services to
Distribution Seller.

(c) Seller’s Agreements with End Customers. Distribution Seller will ensure its agreement with each Seller
and End Customer (if applicable) and each Seller’s agreement with the Entity to which Seller resells Authorized
Services (i) are consistent with the terms of the agreement under which Distributor resells the Authorized Services
to Distribution Seller and (ii) do not prevent AWS and Distribution Seller from exercising their rights and performing
their obligations under this Agreement.

(d) Indemnification of AWS. Distribution Seller will defend, indemnify, and hold harmless AWS, its
Affiliates, and licensors, and each of their respective employees, officers, directors, and representatives from and
against any Losses arising from or related to any claim by any End Customer or User under Distributor Accounts.

1.5 Public Sector End Customers. Distribution Seller and Sellers may resell Authorized Services to Public Sector
End Customers solely as part of a Solution and only in accordance with any Public Sector Authorization(s) authorizing
such resale.

1.6 Distributor’s Agreement with AWS. Distribution Seller will not prevent AWS and Distributor from
exercising their rights and performing their obligations under the agreement under which Distributor is authorized
by AWS to resell the Authorized Services.

1.7 Changes to Distributor. Distribution Seller will not purchase Authorized Services from any Entity other than
Distributor. Distribution Seller may change its Distributor, upon 30 days’ advance notice to AWS (which may be by
email or as otherwise agreed upon by the parties).

2 Distribution Seller Obligations.

2.1 Distribution Seller Program Terms and Conduct. Distribution Seller must, and must ensure Sellers:

(a) meet the applicable requirements in and comply with the Distribution Seller Program Terms;

(b) comply with all applicable laws involving the resale activities and performance under this Agreement;
and

(c) obtain all necessary consents to allow AWS to collect, process, and use in accordance with the Privacy
Notice, any personal information transferred to AWS by Distribution Seller.

2.2 Authorization of Third-Party Disclosure. AWS may disclose to Distributor information associated with
Distribution Seller’s membership in the AWS Partner Network Program.

2.3 No Representations. Distribution Seller will not, and will ensure Sellers will not, (a) make any
representations, warranties, or guarantees to Sellers, End Customers, or any other third party with respect to the
Authorized Services, or (b) hold itself out as an agent or representative of AWS.

2.4 End Customer Notices. Distribution Seller will ensure any notice it receives regarding the Authorized
Services that may affect an End Customer (including (a) notices of a service interruption, a service suspension, the
termination of a Program Account, or a violation of the Acceptable Use Policy, or (b) notices pursuant to the Digital
Millennium Copyright Act or any other applicable law) is promptly forwarded to such End Customer. Upon AWS’s
request, Distribution Seller will provide reasonable assistance to Distributor and AWS in connection with removing
or disabling access to Distribution Seller Content that violates the Acceptable Use Policy.

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3. Advertising and Proprietary Rights.

3.1 Advertising Materials. Distribution Seller will ensure, and will ensure Sellers will ensure, that all
Advertising Materials will comply, in all material respects, with this Agreement, including the Distribution Seller
Program Terms.

3.2 AWS Marks. The AWS Trademark Guidelines apply to Distribution Seller’s use of the AWS Marks in and
on the Advertising Materials, and in addition to the terms of this Agreement, including the Distribution Seller
Program Terms.

4. Term and Termination.

4.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until
terminated pursuant to this Agreement.

4.2 Termination.

(a) Termination for Convenience. AWS may terminate this Agreement for any reason by providing
Distribution Seller at least 90 days’ advance Notice.

(b) Termination for Cause. AWS may terminate this Agreement immediately upon Notice if:

(i) AWS determines that Distribution Seller is in material breach of this Agreement;

(ii) Distribution Seller (A) violates applicable law or (B) exposes or threatens to expose AWS to any
material liability;

(iii) necessary to comply with applicable law or requests of governmental entities; or

(iv) there is a material change in or transfer of Distribution Seller’s management, ownership control,
or business operations.

(c) Automatic Termination. This Agreement will automatically terminate upon any termination of (a) the
agreement under which Distributor resells the Authorized Services to Distribution Seller, or (b) the agreement under
which Distributor is authorized by AWS to resell the Authorized Services.

4.3 Notice of Termination. Any Notice of termination of this Agreement must include the Termination Date.
Upon any Notice of termination of this Agreement, Distribution Seller will not designate any new Program
Accounts.

4.4 Effect of Termination. Upon the Termination Date:

(a) except as provided in Section 4.5(b), all of Distribution Seller’s rights under this Agreement and the
Distribution Seller Program Terms will immediately terminate; and

(b) Sections 1.4(d), 2.2, 2.3, 2.4, 3, 4.3, 4.4, 4.5, and 5 through 10 will continue to apply in accordance with
their terms.

4.5 Transition

(a) Upon Notice of termination of this Agreement or notice of any change in Distributor’s authorization
that results in an End Customer no longer being able to purchase all Authorized Services from Distribution Seller or
a Seller, (i) Distribution Seller will immediately provide to AWS the point of contact name and contact information

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(including telephone number and email address) and AWS account IDs associated with the Program Accounts for
each affected End Customer, in order to allow AWS to contact such End Customers; and (ii) Distribution Seller and
AWS will cooperate to develop a transition plan for affected End Customers. Upon End Customer’s request,
Distribution Seller will cooperate with AWS to facilitate an orderly and seamless transition and migration (A) from
Distribution Seller to AWS or to another Entity reselling Authorized Services or (B) to a different resale model (if
available), in each case including as appropriate assigning Program Management Accounts (as defined in the
Distribution Seller Program Terms) or Distributor Accounts to End Customer or to another Entity reselling Authorized
Services.

(b) Distribution Seller may continue to provide the Authorized Services to End Customers in accordance
with this Agreement during the 30-day period following the Termination Date, provided that (i) Distribution Seller
remains in compliance with this Agreement; (ii) a transition plan is agreed between Distribution Seller and AWS; (iii)
AWS is satisfied in its sole discretion that it will be paid for those Authorized Services; and (iv) such continued
provision of the Authorized Services does not violate law.

5. Indemnification.

5.1 Indemnification of AWS. Distribution Seller will defend, indemnify, and hold harmless AWS, its Affiliates,
and licensors, and each of their respective employees, officers, directors, and representatives from and against any
Losses arising from or related to:

(a) any third-party claim concerning (i) Distribution Seller’s products or services or a third-party’s products
or services offered by Distribution Seller; (ii) a breach by Distribution Seller of this Agreement; (iii) a violation by
Distribution Seller or Seller of any applicable law in Distribution Seller’s or Seller’s resale activities under this
Agreement; (iv) false or misleading Advertising Materials, or Distribution Seller’s or Seller’s failure to meet any
promises, obligations, representations, or warranties that it has made in relation to any Solution; (v) the
infringement or misappropriation of any third-party intellectual property rights by any Advertising Materials
developed or created by or on behalf of Distribution Seller or Seller; (vi) taxes, fees, interest, or penalties imposed
on AWS as a consequence of Distribution Seller’s resale of the Services; or (vii) a dispute between Distribution Seller
and Distributor, any Seller, or any End Customer; or

(b) any claim by any Seller or Entity reselling Authorized Services on Distribution Seller’s behalf.

5.2 Process. AWS will promptly notify Distribution Seller of any claim subject to Section 5.1, but if AWS fails to
promptly notify Distribution Seller, this will only affect Distribution Seller’s obligations under Section 5.1 to the
extent that AWS’s failure prejudices Distribution Seller’s ability to defend the claim. Distribution Seller may use
counsel of Distribution Seller’s own choosing (subject to AWS’s written consent) to defend against any claim.
Distribution Seller will pay the amount of any adverse final judgment or settlement. In no event will Distribution
Seller agree to any settlement of any claim that involves any commitment, other than the payment of money,
without the written consent of AWS. Distribution Seller will reimburse AWS if AWS incurs reasonable out-of-pocket
expenses in helping to defend the claim. AWS may also participate in the defense of the claim at its own expense.

6. Relationship of the Parties.

6.1 Nonexclusive. The rights granted to Distribution Seller under this Agreement are nonexclusive. AWS
reserves the right to (a) itself act as a seller of the Authorized Services, and (b) authorize third parties to resell the
Authorized Services. Distribution Seller acknowledges and agrees that AWS is not certifying or endorsing, and has
no obligation to certify or endorse, any Solution.

6.2 No Revenue Guarantee. Distribution Seller acknowledges and agrees that:

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(a) it has no expectation and has received no assurances (i) that its business relationship with AWS or
AWS’s Affiliates will continue beyond the Term, (ii) that any investment by it in connection with this Agreement will
be recovered or recouped, or (iii) that it will obtain any anticipated amount of profits or revenue; and

(b) it will not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other
right in the promotion of any products or services provided by AWS or AWS’s Affiliates or in any goodwill created by
its efforts.

6.3 Independent Contractors; Non-Exclusive Rights. AWS and Distribution Seller are independent contractors,
and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship.
Neither AWS nor Distribution Seller, nor any of their respective Affiliates, is an agent of the other for any purpose or
has the authority to bind the other.

7. Warranties and Warranty Disclaimers.

7.1 Mutual Warranties. Distribution Seller and AWS each represents and warrants to the other that (a) it has
full power and authority to enter into and perform this Agreement, (b) the execution and delivery of this Agreement
has been duly authorized, and (c) its performance hereunder does not breach any other agreement to which it is
bound.

7.2 Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, AND EXCEPT TO THE EXTENT
PROHIBITED BY LAW, AWS, ITS AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE AUTHORIZED SERVICES, AND
DISCLAIM ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (A) OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (B)
ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (C) THAT THE AUTHORIZED SERVICES OR THIRD-
PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (D) THAT ANY
CONTENT, INCLUDING DISTRIBUTION SELLER CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT
OTHERWISE LOST OR DAMAGED.

8. Limitations of Liability. EXCEPT TO THE EXTENT PROHIBITED BY LAW, AWS AND ITS AFFILIATES OR LICENSORS
WILL NOT BE LIABLE TO DISTRIBUTION SELLER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF AWS
OR ITS AFFILIATES OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF DISTRIBUTION
SELLER CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL,
(D) UNAVAILABILITY OF THE AUTHORIZED SERVICES, OR (E) INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY
DISTRIBUTION SELLER RELATED TO THIS AGREEMENT.

9. Miscellaneous.

9.1 Nondisclosure. AWS Data and the terms of this Agreement are not publicly known and will not be disclosed
by you.

9.2 Trade Compliance and Anti-Bribery.

(a) Trade Compliance. In connection with the Agreement, Distribution Seller will comply with (and will
cause any Seller to comply with) all applicable import, re-import, sanctions, anti-boycott, export, and re-export
control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export
Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs
implemented by the Office of Foreign Assets Control. Notwithstanding anything to the contrary herein, nothing in
this Agreement will require any party to participate in or cooperate with an international boycott within the meaning
of section 999 of the United States Internal Revenue Code of 1986, as amended. Distribution Seller is solely
responsible for its and Sellers’ compliance with applicable laws related to the manner in which the relevant Entity

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chooses to use, provide, and resell the Authorized Services, including under the Distributor Account Model (i) the
transfer and processing of Distribution Seller Content, (ii) the provision of Distribution Seller Content to Sellers, End
Customers, and Users, and (iii) specifying the AWS region in which any of the foregoing occur. Distribution Seller
represents that Distribution Seller and Sellers, the entities that own or control Distribution Seller and Sellers, and
the financial institutions used to pay AWS under this Agreement (if any), are not subject to sanctions or otherwise
designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the
United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated
Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European
Union or its member states, or other applicable government authority.

(b) Anti-Bribery. Distribution Seller acknowledges, and will cause Sellers to acknowledge, Amazon.com’s
Code of Business Conduct and Ethics posted at https://ir.aboutamazon.com/corporate-governance/documents-
and-charters/code-of-business-conduct-and-ethics/default.aspx (the “Code”) prohibits the paying of bribes to
anyone for any reason, whether in dealings with governments or the private sector. Distribution Seller will not (and
will ensure Sellers will not) violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any
applicable anti-corruption laws in performance under this Agreement (or with respect to Sellers, in connection with
their resale of Authorized Services). AWS may immediately terminate or suspend performance (in whole or in part)
under this Agreement if Distribution Seller or Seller breaches this Section 9.2(b). During the Term and for two years
afterward, Distribution Seller will maintain, and will cause Sellers to maintain, true, accurate, and complete books
and records concerning any payments made to another party (including to AWS) by Distribution Seller under this
Agreement or, with respect to Sellers, in connection with their resale of Authorized Services. During the Term and
for two years afterward, Distribution Seller will ensure that AWS and its designated representatives may inspect
Distribution Seller’s or Seller’s books and records to verify such payments.

9.3 Notice.

(a) To AWS. Distribution Seller may provide Notice to AWS under this Agreement as follows: (i) by
facsimile transmission; or (ii) by personal delivery, overnight courier or registered or certified mail using the fax
number or mailing address, as applicable, listed for the relevant AWS Contracting Party in Section 10 (or as otherwise
updated by AWS). Notices provided by personal delivery will be effective immediately. Notices provided by facsimile
transmission or overnight courier will be effective one business day after they are sent. Notices provided by
registered or certified mail will be effective three business days after they are sent.

(b) To Distribution Seller. AWS may provide Notice to Distribution Seller under this Agreement as follows:
(i) posting a Notice on the AWS Site; or (ii) sending a message to the email address of the APN Alliance Lead provided
by Distribution Seller in APN Partner Central (Distribution Seller is responsible to ensure such information is current).
Notice provided under Sections 2.4 and 3.2 from AWS will be provided by sending a message to the email address
then associated with at least one Distributor Account (or such other email address as agreed upon by the parties).
Any Notices provided by posting on the AWS Site will be effective upon posting and Notices provided by email will
be effective when AWS sends the email.

9.4 No Third-Party Beneficiaries. Except as set forth in Sections 5 and 1.4(d), this Agreement does not create
any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

9.5 Assignment. Neither AWS nor Distribution Seller may assign or otherwise transfer this Agreement or any
of its rights and obligations under this Agreement without the prior written approval of the other; except that
Distribution Seller or AWS may assign or otherwise transfer this Agreement without the consent of the other (a) in
connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any Affiliate or as part of
a corporate reorganization, or (c) in the case of AWS, with respect to specific Program Accounts, to an Affiliate.
Effective upon such assignment or transfer, subject to the assignee/transferee’s consent, the assignee/transferee is
deemed substituted for the assignor/transferor as a party to this Agreement and the assignor/transferor is fully
released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this

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Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors
and assigns.

9.6 Force Majeure. Except for payment obligations, no party will be liable for any delay or failure to perform
any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control,
including acts of God, labor disputes or other industrial disturbances, electrical or power outage, utilities or
telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or
orders of government, acts of terrorism, or war.

9.7 Governing Law; Venue. The Governing Laws, without reference to conflict of law rules, govern this
Agreement and any dispute of any sort that might arise between the parties. The United Nations Convention for
the International Sale of Goods does not apply to this Agreement. Any dispute relating in any way to the Authorized
Services or this Agreement will only be adjudicated in the Governing Courts. Each party consents to exclusive
jurisdiction and venue in in the Governing Courts, subject to the additional provisions below. Notwithstanding the
foregoing, AWS may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any
actual or alleged infringement of AWS’s, its Affiliates’, or any third party’s intellectual property or other proprietary
rights.

(a) If the applicable AWS Contracting Party is Amazon Web Services, Inc., Amazon Web Services
Canada, Inc., Amazon Web Services Korea LLC or Amazon Web Services Singapore Private Limited, the parties
agree that the provisions of this Section 9.7(a) will apply. Disputes will be resolved by binding arbitration, rather
than in court, except that you may assert claims in small claims court if your claims qualify. The Federal
Arbitration Act and federal arbitration law apply to this Agreement, except that if Amazon Web Services Canada,
Inc. is the applicable AWS Contracting Party the Ontario Arbitration Act will apply to this Agreement. There is no
judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award
on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or
statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration
proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent
Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be
conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or
by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's
rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the
claims are frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines
the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written
submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be
conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason
a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding
the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other
misuse of intellectual property rights.

(b) If the applicable AWS Contracting Party is Amazon Web Services South Africa Proprietary Limited, the
parties agree that the provisions of this Section 9.7 (b) will apply. Disputes will be resolved by arbitration in
accordance with the then-applicable rules of the Arbitration Foundation of Southern Africa, and judgment on the
arbitral award must be entered in the Governing Court. The Arbitration Act, No. 42 of 1965 applies to this
Agreement. The arbitration will take place in Johannesburg. There will be three arbitrators. The fees and expenses
of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties.

(c) If the applicable AWS Contracting Party is Amazon AWS Serviços Brasil Ltda., the parties agree that
the provisions of this Section 9.7 (c) will apply. Disputes will be resolved by binding arbitration, rather than in
court, in accordance with the then-applicable Rules of Arbitration of the International Chamber of Commerce,
and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take
place in the City of São Paulo, State of São Paulo, Brazil. There will be three arbitrators. The fees and expenses of

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the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties
agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by
either party and will constitute confidential information. The Governing Courts will have exclusive jurisdiction for
the sole purposes of (i) ensuring the commencement of the arbitral proceedings; and (ii) granting conservatory
and interim measures prior to the constitution of the arbitral tribunal.

(d) If the applicable AWS Contracting Party is Amazon Web Services Australia Pty Ltd, the parties agree
that the provisions of this Section 9.7 (d) will apply. Disputes will be resolved by arbitration administered by the
Australian Center for International Commercial Arbitration (“ACICA”) in accordance with the then-applicable ACICA
Arbitration Rules, and judgment on the arbitral award may be entered in any court having jurisdiction. The
arbitration will take place in Sydney, Australia. There will be three arbitrators. The fees and expenses of the
arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties agree
that the existence of and information relating to any such arbitration proceedings will not be disclosed by either
party and will constitute confidential information.

(e) If the applicable AWS Contracting Party is Amazon Web Services New Zealand Limited, the parties agree
that the provisions of this Section 9.7 (e) will apply. Disputes will be resolved by arbitration administered by the New
Zealand Dispute Resolution Centre (“NZDRC”) in accordance with the then-applicable Arbitration Rules of NZDRC,
and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place
in Auckland, New Zealand. There will be three arbitrators. The fees and expenses of the arbitrators and the
administering authority, if any, will be paid in equal proportion by the parties. The parties agree that the existence
of and information relating to any such arbitration proceedings will not be disclosed by either party and will
constitute confidential information.

(f) If the applicable AWS Contracting Party is Amazon Web Services Malaysia Sdn. Bhd., the parties agree that
the provisions of this Section 9.7 (f) will apply. Disputes will be resolved by arbitration administered by the Singapore
International Arbitration Centre (“SIAC”) in accordance with the then-applicable Arbitration Rules of SIAC, and
judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in
Singapore. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority,
if any, will be paid in equal proportion by the parties. The parties agree that the existence of and information relating
to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information.

9.8 Language. All communications and Notices made or given pursuant to this Agreement must be in the
English language. If AWS or Distributor provides a translation of the English language version of this Agreement, the
English language version of the Agreement will control if there is any conflict.

9.9 No Waivers. The failure by a party to enforce any provision of this Agreement will not constitute a present
or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers
by a party must be provided in a Notice signed by the waiving party to be effective.

9.10 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining
portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or
unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force
and effect.

9.11 Entire Agreement; Conflict. This Agreement incorporates the Distribution Seller Program Terms by
reference. This Agreement is the entire agreement between Distribution Seller and AWS regarding the subject
matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations,
understandings, agreements, or communications between Distribution Seller and AWS, whether written or verbal,
regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement
will be effective unless in writing and signed by the parties to this Agreement.

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10. Definitions. When used in this Agreement, the following terms have the meanings specified below:

“Acceptable Use Policy” means the policy located at http://aws.amazon.com/aup (and any successor or related
locations designated by AWS), as may be updated by AWS from time to time. “Account Information” means
information about End Customer that End Customer provides to AWS in the creation or administration of a Program
Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing
information associated with a Program Account.
“Advertising Materials” means, collectively, any promotional, marketing, advertising, or other materials, related to
or used in connection with a Solution that include references to the Authorized Services or AWS.

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with
that party.
“APN” means AWS Partner Network.
“APN Alliance Lead” means the single point of contact at an APN partner that manages the company’s relationship
with AWS.
“APN Partner Central” is the APN section of the AWS Site available only to APN partners, located at
https://aws.amazon.com/partners/apn-portal/ (and any successor or related locations designated by AWS), as may
be updated by AWS from time to time.
“Authorized Services” means the Services that Distribution Seller is authorized by AWS to resell, as set forth at
https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-
documents/Solution+Provider+Program+List+of+Services.pdf (and any successor or related locations designated by
AWS), as may be updated by AWS from time to time.
“AWS Contracting Party” means the parties identified on the AWS Contracting Party, Governing Laws, and Governing
Courts page, located at https://awscontractingparty.s3.us-west-
2.amazonaws.com/AWS+Contracting+Party+Governing+Laws+and+Governing+Courts.pdf, as may be updated from
time to time, based on your Program Account Countries. If you change a Program Account Country to one identified
to a different AWS Contracting Party, you agree that this Agreement is then assigned to the new AWS Contracting
Party under Section 9.5.
“AWS Customer Agreement” means AWS’s standard user agreement located on the AWS Site at
http://aws.amazon.com/agreement (and any successor or related locations designated by AWS), as may be
updated by AWS from time to time.
“AWS Data” means (a) Program Account numbers; (b) usage data, log-in credentials and private keys, and encryption
keys related to Program Accounts; (c) information about End Customers that End Customers provide to AWS in the
creation or administration of Program Accounts (including names, usernames, phone numbers, email addresses, and
billing information); (d) AWS Network data; (e) sales data; and (f) other nonpublic information regarding the sale or
use of Authorized Services.
“AWS Marks” means any trademarks, service marks, service or trade names, logos, and other designations of AWS
and its Affiliates that AWS may make available to Distribution Seller in connection with this Agreement.
“AWS Network” means AWS’s data center facilities, servers, networking equipment, storage media, and host
software systems (e.g., virtual firewalls) that are within AWS’s control and are used to provide the Services.
“AWS Site” means http://aws.amazon.com (and any successor or related locations designated by AWS), as may be
updated by AWS from time to time.
“AWS Trademark Guidelines” means the guidelines and trademark license located at
http://aws.amazon.com/trademark-guidelines/ (and any successor or related locations), as may be updated from
time to time.
“Content” means software (including machine images), data, text, audio, video, or images.

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“Distribution Seller Content” means any Content that Distribution Seller, any Seller, any End Customer, or any User
transfers to AWS for processing, storage, or hosting by the Services in connection with a Program Account and any
computational results that Distribution Seller, any Seller, any End Customer, or any User derive from the foregoing
through its use of the Services. For example, Distribution Seller Content includes Content that Distribution Seller,
any Seller, any End Customer, or any User stores in Amazon Simple Storage Service. Distribution Seller Content does
not include Account Information.
“Distribution Seller Program Terms” means the information, obligations, and requirements for Sellers, set forth at
https://partnercentral.awspartner.com/sfc/#version?selectedDocumentId=0690L000004lvPL (and any successor or
related locations designated by AWS), as may be updated by AWS from time to time.
“Distributor” means the Entity Distribution Seller identifies separately to AWS (and as may be updated by
Distribution Seller in accordance with this Agreement), which may be via email, who is authorized by AWS to
purchase Authorized Services from AWS for resale, including to Distribution Seller, into a territory where Distribution
Seller is located.
“Distributor Account” means Distributor’s AWS account, designated as a Distributor Account in accordance with the
Distribution Program Terms, through which Authorized Services are provided by Distributor.
“Distributor Account Model” means the resale model described in Section 1.4.
“Distributor’s Services Agreement” means the AWS Customer Agreement, or other written agreement by and
between AWS and Distributor governing Distributor’s access to and use of the Services.
“EEA” or “European Economic Area” means the signatory nations to the Treaty on European Union and the
Agreement on the European Economic Area, as it may be amended from time to time. For purposes of this
Agreement, the EEA also includes Switzerland.
“End Customer” means an Entity who purchases Authorized Services from Distribution Seller or a Seller for its
internal use, not for sale to a third party.
“End Customer Account” means an End Customer’s AWS account, designated as an End Customer Account in
accordance with the Distribution Seller Program Terms, through which Authorized Services are provided by
Distribution Seller or Seller to such End Customer.
“End Customer Account Model” means the resale model described in Section 1.3.
“End Customer’s Services Agreement” means the AWS Customer Agreement, or other written agreement by and
between AWS and End Customer governing End Customer’s access to and use of the Services.
“Entity” means any natural person, corporation, limited liability company, partnership, trust, governmental
authority, or other entity or body, corporate or incorporate, whether or not having distinct legal personality.
"Governing Laws" and “Governing Courts” mean, for each AWS Contracting Party, the laws and courts set forth on
the AWS Contracting Party, Governing Laws, and Governing Courts page, located at
https://awscontractingparty.s3.us-west-
2.amazonaws.com/AWS+Contracting+Party+Governing+Laws+and+Governing+Courts.pdf, as may be updated
from time to time, or other written agreement between the parties.
“Losses” means any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees).
“Notice” means any notice provided in accordance with Section 9.3.
“Privacy Notice” means the privacy notice located at http://aws.amazon.com/privacy (and any successor or related
locations designated by AWS), as may be updated by AWS from time to time.

“Program Account Country” is the country associated with your Program Account. If your Program Account is
associated with a valid tax registration number, then your Program Account Country is the country associated with
that tax registration. If your Program Account is not associated with a valid tax registration, then your Program
Account Country is the country where your Program Account’s billing address is located, except if your Program

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Account has a credit card associated with it that is issued with a different country and your Program Account’s contact
address is also in that country, then your Program Account Country is that different country.
“Program Accounts” means End Customer Accounts and Distributor Accounts.
“Public Sector Authorization(s)” means the terms and conditions of one or more agreements subject to this
Agreement that relate to Distribution Seller’s resale of Authorized Services to Public Sector End Customers. AWS
may issue a Public Sector Authorization as described in the Distribution Seller Program Terms.
“Public Sector End Customer” means an End Customer that is an agency, organization, or other Entity that is within
(or is substantially owned, funded, managed or controlled by):

(a) the executive, legislative, or judicial branches of any government within the U.S. (federal, state or local)
and its territories; or by any other country’s government at any level;

(b) a quasi-governmental Entity (such as the World Bank);

(c) an international governing/regulatory body (such as an EU institution);

(d) a publicly funded institution (such as a college, university, or hospitals); or

(e) a higher-tier prime contractor, consultant, or other Entity working in support of the foregoing.

All requirements and restrictions in this Agreement relating to End Customers also apply to Public Sector End
Customers, unless provided otherwise in a Public Sector Authorization.
“Seller” means an Entity that resells Authorized Services that were resold by Distribution Seller.
“Service” means each of the services made available by AWS or its Affiliates for which an Entity may register via the
AWS Site (or by such other means made available by AWS), including those web services described in the Service
Terms. Services do not include Third-Party Content.
“Service Terms” means the rights and restrictions for particular Services located at
http://aws.amazon.com/serviceterms (and any successor or related locations designated by AWS), as may be
updated by AWS from time to time.
“Solution” means the combination of Authorized Services with one or more products or services offered by
Distribution Seller.
“Term” means the term of this Agreement as described in Section 4.1.
“Termination Date” means the effective date of termination provided in a Notice in accordance with Section 4.
“Territory” means the territory or territories where End Customers may be located, as authorized with respect to
Distributor.
“Third-Party Content” means Content of a third party made available on the AWS Marketplace or on developer
forums, sample code repositories, public data repositories, community-focused areas of the AWS Site, or any other
part of the AWS Site that allows third parties to make available software, products, or data.
“User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Distribution
Seller Content or (b) otherwise accesses or uses the Services under a Program Account. The term User does not
include individuals or entities when they are accessing or using the Services or any Content under their own AWS
account, rather than under a Program Account.

11. Special Provisions for Certain Jurisdictions. Notwithstanding anything to the contrary contained in this
Agreement:

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11.1 Country-Specific Requirements. If the Distribution Seller is located in Albania, Algeria, Andorra,
Angola, Antigua and Barbuda, Bangladesh, Barbados, Benin, Bermuda (UK), Bhutan, Bolivia, Bosnia and Herzegovina,
Botswana, British Virgin Islands (UK), Brunei, Burkina Faso, Cabo Verde, Cambodia, Cameroon, Cayman Islands (UK),
Christmas Island (AU), Cocos (Keeling) Islands (AU), Colombia, Comoros, Cook Islands (NZ), Côte d'Ivoire, Curacao
(NL), Djibouti, Dominica, Egypt, El Salvador, Ethiopia, Faroe Islands (DE), Fiji, French Guiana (FR), French Polynesia
(FR), Gabon, Georgia, Ghana, Gibraltar (UK), Greenland (DE), Guadeloupe, Guatemala, Guernsey (UK), Guinea, Holy
See, Honduras, Isle of Man (UK), Jersey (UK), Jordan, Kazakhstan, Kuwait, Laos, Lesotho, Liberia, Liechtenstein,
Macau, Madagascar, Malawi, Maldives, Malta, Marshall Islands, Martinique (FR), Mauritania, Mauritius, Mayotte
(FR), Moldova, Mongolia, Montenegro, Mozambique, Nepal, Netherlands, New Caledonia (FR), Nicaragua, Niger,
Norfolk Island (AU), North Macedonia, Pakistan, Palau, Papua New Guinea, Paraguay, Réunion, Russia, Rwanda, San
Marino, Sao Tome and Principe, Saudi Arabia, Seychelles, Sierra Leone, Sint Maarten (NL), St. Barthelemy (FR), St.
Martin (FR), St. Pierre and Miquelon (FR), St. Vincent and the Grenadines, Tanzania, Thailand, Tonga, Tunisia,
Uganda, Ukraine, the United Arab Emirates, Uruguay, Wallis & Futuna (FR), or Zambia, then the following provisions
apply:

(a) Governing Law. The laws of the State of Washington, without reference to conflict of law rules, govern
this Agreement and any dispute of any sort that might arise between the parties. The United Nations
Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

(b) Disputes. Any controversy, dispute or claim arising under or in connection with this Agreement,
including any question regarding its existence, validity or termination, will be referred to and finally
resolved by international arbitration under the Rules of the American Arbitration Association which are
incorporated by reference into this clause. The seat, or legal place, of arbitration will be King County,
Washington, United States of America, and the arbitration will be conducted under the substantive law of
the State of Washington. The language to be used in the arbitral proceedings will be English. Arbitration
will be conducted by three arbitrators. Notwithstanding the foregoing, either party may seek injunctive
relief in any state, federal, or national court of competent jurisdiction for any actual or alleged
infringement of the other party’s or any third party’s intellectual property or other proprietary rights.

11.2 Country-Specific Requirements. If the Distribution Seller is located in Albania, Algeria, Andorra, Angola,
Antigua and Barbuda, Barbados, Benin, Bermuda (UK), Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, British
Virgin Islands (UK), Brunei, Burkina Faso, Cabo Verde, Cameroon, Cayman Islands (UK), Christmas Island (AU), Cocos
(Keeling) Islands (AU), Colombia, Comoros, Cook Islands (NZ), Côte d'Ivoire, Curacao (NL), Djibouti, Dominica,
Ethiopia, Faroe Islands (DE), French Guiana (FR), French Polynesia (FR), Gabon, Georgia, Ghana, Gibraltar (UK),
Greenland (DE), Guadeloupe, Guernsey (UK), Guinea, Holy See, Isle of Man (UK), Jersey (UK), Laos, Lebanon, Lesotho,
Liberia, Liechtenstein, Macau, Madagascar, Malawi, Maldives, Malta, Marshall Islands, Martinique (FR), Mauritania,
Mauritius, Mayotte (FR), Moldova, Mongolia, Montenegro, Mozambique, Nepal, New Caledonia (FR), Nicaragua,
Niger, Norfolk Island (AU), North Macedonia, Palau, Papua New Guinea, Réunion, Rwanda, San Marino, Sao Tome
and Principe, Seychelles, Sierra Leone, Sint Maarten (NL), St. Barthelemy (FR), St. Martin (FR), St. Pierre and Miquelon
(FR), St. Vincent and the Grenadines, Tanzania, Tonga, Tunisia, Uganda, Wallis & Futuna (FR), or Zambia then the
following additional provision applies:

Acknowledgement and Waiver by Distribution Seller. Each party is independent for all legal purposes,
and each party acknowledges and agrees that it was not forced to enter into this Agreement. Distribution
Seller acknowledges and agrees that it freely negotiated the terms of this Agreement and that both it and
its affiliates have enough economic stability and strength to negotiate and discuss the terms of this
Agreement in conditions of equality. Moreover, Distribution Seller hereby expressly acknowledges and
agrees that any kind or type of remuneration it receives from the performance of this Agreement (a)
constitutes its sole and exclusive compensation in connection with this Agreement, and (b) will be deemed
to include, and be an advance of, any commercial severance payment or compensations that might be due
to Distribution Seller, in accordance with any law applicable to this Agreement. As Distribution Seller finds
the economic and legal terms of this Agreement to be fair, acceptable and profitable from a business
viewpoint and taking into account its costs structure, it hereby forever waives any right to receive upon

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termination any compensation or indemnification. In particular, Distribution Seller, in the legitimate

exercise of contractual freedom and private autonomy, under the guidelines of good faith, hereby waives
and renounces the right to receive any kind of severance payment established in any law deemed to be
applicable to this Agreement. Neither party is, or will be deemed to be, the agent or legal representative
of the other. Neither party shall have the authority to assume, create, or incur any third-party liability or
obligation of any kind, express or implied, against or on behalf of the other.

11.3 Country-Specific Requirements. If the Distribution Seller is located in Albania, Algeria, Andorra, Angola,
Antigua and Barbuda, Barbados, Benin, Bermuda (UK), Bhutan, Bolivia, Bosnia and Herzegovina, Botswana,
British Virgin Islands (UK), Brunei, Burkina Faso, Cabo Verde, Cameroon, Cayman Islands (UK), Christmas Island
(AU), Cocos (Keeling) Islands (AU), Comoros, Cook Islands (NZ), Côte d'Ivoire, Curacao (NL), Djibouti, Dominica,
Ethiopia, Faroe Islands (DE), French Guiana (FR), French Polynesia (FR), Gabon, Georgia, Ghana, Gibraltar (UK),
Greenland (DE), Guadeloupe, Guatemala, Guernsey (UK), Guinea, Holy See, Honduras, Isle of Man (UK), Jersey
(UK), Laos, Lesotho, Liberia, Liechtenstein, Macau, Madagascar, Malawi, Maldives, Malta, Marshall Islands,
Martinique (FR), Mauritania, Mauritius, Mayotte (FR), Moldova, Mongolia, Montenegro, Mozambique, Nepal,
New Caledonia (FR), Nicaragua, Niger, Norfolk Island (AU), North Macedonia, Palau, Papua New Guinea,
Réunion, Rwanda, San Marino, Sao Tome and Principe, Seychelles, Sierra Leone, Sint Maarten (NL), St.
Barthelemy (FR), St. Martin (FR), St. Pierre and Miquelon (FR), St. Vincent and the Grenadines, Tanzania, Tonga,
Tunisia, Uganda, Wallis and Futuna (FR), or Zambia then the following additional provision applies:

(a) Term. Section 4.1 (“Term”) of this Agreement is deleted and replaced with the following:

“Section 4.1. Term. The term of this Agreement will commence on the Effective Date and will remain in
effect for a term of three months. This Agreement will be automatically renewed for consecutive terms of
three months, provided Distribution Seller or AWS does not provide Notice to the other of the decision not
to renew the Agreement at least 90 calendar days prior to the expiration of the initial term or any renewal
term. The Distribution Seller and AWS agree and understand that such communication of the decision not
to renew will not be based on a specific cause, and the party’s unilateral decision will be sufficient cause for
non-renewal of the contractual term. Subject to the terms of this Agreement, in case of non-renewal, the
terminating party will not be liable for compensation or indemnification to the other party as a result of
non-renewal. Any Notice of non-renewal of this Agreement by Distribution Seller or AWS to the other must
include a Termination Date.”

11.4 Country-Specific Requirements – Guatemala or Honduras. If the Distribution Seller is located in

Guatemala or Honduras, then the following additional provision applies:

(a) Expenses. The following is added as the second to last sentence in Section 11.1(b) (“Disputes”):

“The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal
proportion by the parties.”

11.5 Country-Specific Requirements - El Salvador. If the Distribution Seller is located in El Salvador, then
the following additional provisions apply:

(a) Distribution Seller Program Accounts. Distribution Seller represents and warrants that all Program
Accounts are associated with an End Customer located inside the Territory as set forth on the Cover page,
or within the United States and its territories.

(b) Acknowledgement and Waiver by Distribution Seller and AWS. Pursuant to the provisions contained
in the Dominican Republic-Central America Free Trade Agreement, and solely for the purposes of this
Agreement (including the governing law and forum chosen by the parties herein), the parties agree to waive
and exclude the application of articles 394 to 399-B of the Commercial Code of El Salvador to the
relationship between the parties.

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11.6 Country-Specific Requirements - Iceland. If the Distribution Seller is located in Iceland, then the
following additional provision applies:

Governing Law; Venue. (a) The laws of the Grand Duchy of Luxembourg, without reference to conflict of
law rules, govern this Agreement and any dispute of any sort that might arise between the parties. Any
dispute relating in any way to this Agreement will only be adjudicated in the courts of the district of
Luxembourg City. Each party consents to exclusive jurisdiction and venue in these courts. The United
Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (b)
Notwithstanding the foregoing, any party may seek injunctive relief in any state, federal, or national court
of competent jurisdiction for any actual or alleged infringement of such party’s, its Affiliates’ or any third
party’s intellectual property or other proprietary rights.

11.7 Country-Specific Requirements – Dominican Republic. If the Distribution Seller is located in the
Dominican Republic, then the following additional provision applies:

Acknowledgement and Waiver by Distribution Seller and AWS. Pursuant to the provisions contained in
the Dominican Republic-Central America Free Trade Agreement, the parties agree to waive and exclude the
application of Law No. 173 of 1966 of the Dominican Republic to the relationship between the parties.
Consequently, the Distribution Seller shall not be entitled to benefit from or otherwise make any claim
based on the provisions of Law No. 173 of 1966 and any registration previously recorded or to be recorded
seeking the application of the provisions of the aforementioned Law in connection with the relationship
between the parties shall be considered null and void. This agreement will only be subject to the
contractual provisions set forth in this Agreement, including the governing law and forum as chosen by the
parties.

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