AWS Private Pricing Addendum: SES Services
1. Discount
AWS will apply the Service-Specific Discount to fees for use of the applicable components of the Eligible Services under Eligible Accounts. AWS will apply any discounting expressed as a percentage to Public Pricing. The discounting under the applicable Quote may not be combined with any other discounts (including with any discounts on the AWS Site). AWS will apply the discounting under the applicable Quote during the Discount Term so long as you are complying with the terms of the applicable Quote.
2. Service-Specific Use Commitment
For each Service-Specific Use Commitment, you agree to use the applicable components of the Eligible Services in the Eligible Regions under Eligible Accounts in an amount at least equal to the Service-Specific Use Commitment. If such use is less than the Service-Specific Use Commitment, then you will pay DoiT a Service-Specific Commitment Shortfall Payment.
3. Payments
Except as otherwise provided in the applicable Quote, you will pay all fees for use of the Eligible Service under Eligible Accounts and other amounts due under the applicable Quote via check or wire transfer and in accordance with the payment terms of the Previous Agreement. You will make all such payments in a payment currency supported by DoiT. All payment obligations under the applicable Quote will survive expiration or termination of the applicable Quote.
4. Term; Termination
a. Term. The term of the applicable Quote commences on the Quote Effective Date and ends on the last day of the Discount Term.
b. Termination. Notwithstanding any termination for convenience rights in the Previous Agreement, neither DoiT nor you may terminate the Previous Agreement for convenience during the term of the applicable Quote. Each party may terminate the applicable services in the Quote for cause upon written notice if the other party is in material breach of the applicable Quote regarding the services, provided that the breaching party will have 30 days from receipt of the notice to cure any material breach that can be cured.
5. References
You grant to AWS and its Affiliates a non-exclusive, worldwide, royalty-free right and license to use your company name and logos (provided promptly by you to AWS and its Affiliates, upon AWS's or its Affiliate's request) to identify you as an Amazon Web Services customer. This license will survive after the term of the applicable Quote, provided you may terminate this license at any time after termination of the applicable Quote by giving AWS and its Affiliates at least 30 days' written notice. Upon termination of this license, AWS and its Affiliates will remove your company name and logos from the AWS Site, but AWS and its Affiliates may continue to use your company name and logos in any other items produced before termination of this license.
6. Affiliates
If any Eligible Accounts are owned by one of your Affiliates and not by you directly, then you and all such Affiliates will be jointly and severally liable for all of your obligations under the applicable Quote. You represent and warrant that: (a) you have the full power and authority to enter into the applicable Quote and legally bind your Affiliates to the terms of the applicable Quote; and (b) all Eligible Accounts that are owned by an Affiliate were and will be opened by such Affiliate for use by such Affiliate or agents or subcontractors performing work on behalf of such Affiliate. All use of the Services by any of such Affiliates under Eligible Accounts will be governed by the agreement between AWS or DoiT and such Affiliate governing its use of the Services.
7. Nondisclosure
Each party agrees that the existence and terms of the Quote are not publicly known and will not be disclosed by that party. All nondisclosure obligations under the applicable Quote will survive expiration or termination of the applicable Quote.
8. Miscellaneous
The failure of a party to enforce any provision of the applicable Quote 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 in writing to be effective. With respect to the subject matter hereof, the Quote, together with the Previous Agreement as amended by the Quote: (a) is intended by the parties as the final, complete and exclusive expression of the terms of their agreement; and (b) supersedes all prior agreements and understandings (whether oral or written) between the parties. If there is a conflict between the Previous Agreement and the Quote, the Quote will prevail. If there is a conflict between the Quote and any other amendment or addendum to the Previous Agreement or an applicable Quote, the document later in time will prevail. The applicable Quote may be executed in two or more counterparts. All currency values in the Quote are in U.S. dollars. Any Service-Specific Commitment Shortfall Payment is a payment obligation under the payment terms of the Previous Agreement.
9. Definitions
For purposes of the Quote, capitalized terms have the meanings set forth in the Previous Agreement or described on the AWS Site unless otherwise defined in the Quote.
"Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with that party.
"Agreement" means the AWS Customer Agreement available at http://aws.amazon.com/agreement or other written agreement between AWS and you governing your use of the Services.
"AWS" means Amazon Web Services, Inc. ("AWS, Inc."), Amazon Web Services EMEA SARL ("AWS Europe") and each other entity identified at https://aws.amazon.com/legal/aws-contracting-party that has agreed, following your request, to become a party to the applicable Quote based on the location you have set for an Eligible Account (each, an "AWS Party").
"Eligible Accounts" means the following AWS accounts: (i) the Eligible Payer Accounts, other than any Eligible Payer Account that AWS agrees to remove at your request; (ii) any AWS account that AWS agrees to add as an Eligible Payer Account at your request; and (iii) any Member Accounts joined via AWS Organizations to an Eligible Payer Account; provided that the Quote: (x) applies only to AWS accounts that have been opened by you or your Affiliates for use by you or your Affiliates, that are associated with a location that corresponds to an AWS Party, and that are registered with email addresses issued by you or your Affiliates; and (y) will not apply to any Eligible Payer Account that is joined via AWS Organizations to an AWS account that is not an Eligible Account.
"Eligible Messages" means outbound emails sent using Amazon Simple Email Service or Amazon Pinpoint.
"Eligible Regions" means the AWS regions and locations available to you and identified on the AWS Site at https://aws.amazon.com/about-aws/global-infrastructure/regions\_az/?p=ngi\&loc=2 (except Mainland China Regions), as may be updated from time to time.
"Public Pricing" means the pricing for the Eligible Services as described on the AWS Site.
"Service-Specific Commitment Shortfall Payment" means an amount equal to the Service-Specific Use Commitment less your use of the Eligible Service, charged at the lowest rate applicable under an applicable Quote for the Eligible Service.