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Engagement Agreement

This Engagement Agreement (“Agreement”) governs the purchase of services from an AWS IQ Expert (“Provider”) by a customer (“Customer”). This Agreement incorporates the proposal specific terms (“Proposal Terms”) entered into by the parties via AWS IQ which sets out the services to be provided. If there is any conflict between the Agreement and the Proposal Terms, the Proposal Terms control unless otherwise specified in this Agreement. Amazon Web Services, Inc. and its affiliates (“AWS”) provide the AWS IQ service, but are not a party to this Agreement or Proposal Terms.

  1. Provider Services. Provider will perform the services specified in the Proposal Terms (“Provider Services”). Provider, not AWS, is the seller of Provider Services, and Provider is solely responsible for the performance of Provider Services.
  2. Work Product License. Subject to payment of fees for Provider Services, Provider grants Customer and its affiliates a non-exclusive, worldwide, sublicensable, transferable, and perpetual right to use, reproduce, modify, distribute, create derivative works, and otherwise exploit any deliverable provided by Provider (“Work Product”).
  3. Review of Provider Services, Payment. Provider will send Customer a payment request in AWS IQ after the Provider Services are completed, or at a time as set forth in the Proposal Terms. Provider will choose to request payment up front, in milestones, or based on a schedule. If the provider selects Upfront or Schedule, Customer accepts all payment requests when accepting the proposal. For Milestone, Customer will review each payment request submitted by Provider within 10 days (“Payment Review Period”). The Payment Review Period may not be changed in the Proposal Terms as it is a technical feature of the service. If Customer has not accepted or rejected the Provider Services by the end of the Payment Review Period, the Provider Services will be deemed accepted and Customer will be charged the amount set forth in the payment request. Customer will not reject Provider Services or Work Product without good cause, will specify a reason for any rejection, and provide Provider a reasonable opportunity to cure any reason for rejection.
  4. Provider Responsibility. Provider represents and warrants to Customer that (i) it will perform the Provider Services in a competent and professional manner, in accordance with industry standards, and in compliance with applicable laws and regulations, (ii) it has all rights in the Work Product necessary to grant the rights under this Agreement, (iii) to its knowledge, Customer’s use of the Work Product does not and will not infringe upon, violate, or misappropriate any intellectual property or other proprietary rights of any other party; and (iii) the Work Product does not and will not contain any virus, harmful code, or any functionality not agreed to by the parties in the Proposal Terms.
  5. Access. Provider may request access to Customer’s AWS account to perform Provider Services. Customer may accept or decline such requests in its sole discretion, and Customer may revoke access at any time. Provider will only access and take actions in Customer’s AWS account as instructed by the Customer, solely as required to provide the Provider Services, and for no other reason.
  6. Confidentiality. “Confidential Information” means all non-public information of Customer designated as confidential or that reasonably should be considered as confidential, such as information relating to Customer’s business, technology, and end customers. Provider (a) may use Confidential Information only for the performance of Provider Services on behalf of Customer; (b) will not disclose Confidential Information; and (c) will use reasonable efforts to protect the confidentiality of Confidential Information.
  7. Term and Termination. This Agreement will continue until the Provider Services are complete and Customer pays all amounts owed to Provider. Either party may terminate this Agreement for any or no reason by providing 10 days’ written notice to the other party. Upon termination, Customer is liable for any fees for Provider Services performed prior to termination. Either party may terminate this Agreement for the other party’s material breach of this Agreement that is not cured within 5 days after notice of the breach is provided.
  8. Limitation of Liability. IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF DATA, LOSS OF PROFITS OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT; AND (B) EITHER PARTY’S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID (AND PAYABLE) BY CUSTOMER UNDER THIS AGREEMENT.
  9. Applicable Law, Miscellaneous. This Agreement will be governed and interpreted under the laws of the State of New York, excluding its principles of conflict of laws. This Agreement and the Proposal Terms are the entire agreement between the parties with respect to the Provider Services. The parties to this Agreement are independent contractors, and there is no partnership, joint venture, employment or principal agent relationship. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  10. Survival. The following provisions survive termination or expiration of this Agreement: Section 1, 2, 4, 6, 7, 8, and 9.