All applications become the property of AWS and the Program partners upon submission, and the information therein will be used for evaluation purposes to determine the company’s suitability for the Program.  If you are selected to participate in the Program, you will be notified by the email address you provide on your application.

By completing and submitting your application, you confirm that you have read, understand, and agree to be bound by these Terms and the decisions of AWS and the selection committee during the application period; that you satisfy all eligibility requirements; and that you are willing to engage with AWS in undergoing a due diligence process if selected during the application period. Submitting an application through the AWS Site does not constitute admission into the Program, and AWS may accept or reject any Program application, in its sole discretion.

For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services, any materials or content you receive from AWS, or the services of any third party. AWS reserves the right to declare any applicant ineligible if, in its sole judgement, the applicant has not complied with these terms and conditions, has engaged in any conduct that is detrimental or unfair to AWS or any other entrant, fails to fulfill the company due diligence process, or otherwise fails to meet the Program criteria.

1.2 Reapplication. If you are not selected for the Program, you may reapply to future iterations of this Program and or any other accelerators organized by AWS. If you are selected for the Program and receive any of the Program benefits, as outlined in Section 1.4, you may be deemed ineligible to apply to future iterations of the Program.

1.3 Participation. If you are accepted into the Program, you must meet all Program requirements as described by AWS, including workshop attendance, exercise completion, office hours attendance, and pitch practices and presentations to be considered a participant (“Participant”) of the Program. To the extent the Program includes any in-person trainings, workshops, or other events, Participants will incur the logistics costs for participation in such event.  IF YOU FAIL TO MEET PROGRAM REQUIREMENTS, AS DESCRIBED BY AWS, AWS, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR PARTICIPATION IN THE PROGRAM AT ANY TIME. If you want to leave the Program early, for any reason, you must provide notice to [email protected]com and your participation in the Program will be immediately terminated, and you will be ineligible to apply for any future iterations of the Program.

1.4 Program Benefits. Participants of the Program may receive certain benefits from time-to-time as determined in AWS’s sole discretion including, but not limited to, participating in Program events, receiving invitations to present at other AWS events, and using AWS booth spaces at events. Such benefits may be subject to their own terms and conditions.  You may not sell, license, rent, or otherwise transfer any Program benefits without AWS’s prior written consent.

1.4.1 AWS Activate Credits.  To kick-start data and operational transformations in the cloud, Participants will each receive up to one hundred thousand dollars ($100,000 USD) in AWS Activate Credits through AWS Activate.  Subject to Section 1.6, the Activate Credits can be claimed at https://aws.amazon.com/activate/. Throughout its lifetime, a startup on AWS is limited to receive one hundred thousand dollars ($100,000 USD) worth of AWS Activate Credits in aggregate.  The credit amount disbursed through this Program will depend on a Participant’s available balance on AWS Activate.

1.4.2 AWS Mentorship.  Participants will each receive technical, business, and go-to market mentorship from AWS and its partners both in-person and virtually.  Participants will gain access to the AWS Digital Innovation team, who can guide startups in using Amazon’s culture of innovation and working backwards mechanism to achieve solution alignment and accelerate pilots. The Participants will also receive visibility and overall guidance from supporting partners such as The Climate Pledge Fund and others.

1.5 Third-Party Offers. As part of your participation in the Program, you may have access to offers made available by third parties to members of the Program (“Third Party Content”). If you choose to participate in a third-party offer through the Program, you consent to AWS’s disclosure of any information you provide to us in connection with the Program, including your name, email address and contact information, to the third party making such offer available. The third party offering or selling Third Party Content will be the seller of record for such Third Party Content, and may specify separate terms and conditions and privacy policies for the use of its Third Party Content. AWS is not a party to the transaction between you and any third party who makes Third Party Content available to you, and if there are separate terms for the Third Party Content, AWS will not be a party to those terms. AWS IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT AND HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THIRD PARTY CONTENT OR LISTINGS, OR THE ABILITY OF SELLERS TO OFFER THE THIRD PARTY CONTENT.

1.6 AWS Activate. Program participants may be eligible for AWS Activate Credits provided under the AWS Activate Founders or Activate Portfolio programs (collectively, the “AWS Activate Program”), as outlined at https://aws.amazon.com/activate/. PARTICIPANTS MUST SEPARATELY APPLY TO THE AWS ACTIVATE PROGRAM AND MEET THE ELIGIBILITY AND PARTICIPATION REQUIREMENTS OF THE AWS ACTIVATE PROGRAM TO RECEIVE AWS ACTIVATE CREDITS, AS GOVERNED BY THE TERMS AND CONDITIONS AT https://aws.amazon.com/awscredits/. PARTICIPATION IN THE PROGRAM DOES NOT GURANTEE ACCEPTANCE INTO THE AWS ACTIVATE PROGRAM OR THE RECEIPT OF AWS ACTIVATE CREDITS.

1.7 Your Conduct, Safety, and Security. You and your employees and agents will at all times comply with the code of conduct located at https://aws.amazon.com/codeofconduct/ (and any successor or related site designated by us), as may be updated from time to time (the “AWS Code of Conduct”). We reserve the right, at our sole discretion, to ask you to leave the Program if your behavior causes us concern for the safety or security of Program attendees.

1.8 Termination. Either you or we may terminate your participation in the Program at any time, by giving the other party notice of termination. If your participation in the Program is terminated for any reason: (a) all licenses granted by you or us arising from your participation in the Program will terminate; (b) you will immediately cease use of all Program benefits and forfeit any Program benefits that have not yet been provided to you by AWS; (c) you will no longer identify yourself or hold yourself out as a Program participant; and (d) you will not be eligible to reapply for the Program.

1.9 Fees. There are no fees to participate in the Program.

1.10 Taxes. Each party will be responsible for paying all applicable taxes and other governmental fees, charges, penalties, interest, and additions to such taxes that are imposed on that party upon or with respect to the transactions and payments under these Terms. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). AWS or its contractor may collect Indirect Taxes from you, unless you furnish AWS with a properly completed exemption certificate or a direct payment permit certificate for which AWS or its contractor may claim an available exemption from Indirect Tax.

2. Your Information

2.1 Privacy Notice. We handle your information in accordance with the AWS privacy notice located at https://aws.amazon.com/privacy/ (and any successor or related locations designated by us), as it may be updated from time to time (the “AWS Privacy Notice”). You consent to our collection, use, and disclosure of all information you provide when registering for the Program in accordance with the AWS Privacy Notice. Your contact information will be used to send details and announcements to you related to the Program or AWS products and services, including information about events and training opportunities, invitations to participate in surveys and research opportunities, promotional offers, and other information supporting your efforts to develop solutions using AWS services.

2.2 Materials. You grant AWS, its affiliates, and its independent contractors the right to record, film, photograph, and capture your voice and image in any media while participating in the Program (the “Recordings”). You grant to AWS and its affiliates, agents, employees, and assigns an irrevocable, nonexclusive, perpetual, worldwide, royalty-free right and license to use, reproduce, modify, distribute, and translate, solely in connection with a Program directory, customer lists, commercial presentations, flyers, brochures, newsletters, promotional collateral regarding the Program and similar resources, all or any part of the Recordings and Your Materials. We may make reasonable changes or alterations to the Recordings or the Materials. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. “Materials” means your name, website, general contact information and any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us and any other content that you provide to us in connection with the Program. IF YOU DO NOT CONSENT TO AWS’S USE, REPRODUCTION, MODIFICATION, DISTRIBUTION, OR TRANSLATION OF YOUR MATERIALS OR RECORDINGS AS DESCRIBED IN THIS SECTION 2.2, YOU MUST PROVIDE NOTICE TO [email protected]ON.COM TO REVOKE THIS LICENSE BEFORE THE LAST DAY OF THE APPLICATION INTAKE PERIOD.

3. Disclaimers

THE PROGRAM AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM ARE PROVIDED “AS-IS.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). WE DO NOT GURANTEE AN INCREASE IN REVENUE OR CUSTOMERS FOR YOUR COMPANY OR THAT YOU WILL RECEIVE FUNDING FROM ANY THIRD PARTIES. WE ARE NOT AUTHORISED TO, AND ACCORDINGLY WE CANNOT, PROVIDE ANY REGULATED FINANCIAL SERVICE AS PART OF THE PROGRAM IN ANY JURISDICTION, AND NOTHING WE DO SHOULD BE CONSTRUED AS THE PROVISION OF SUCH A SERVICE. IN PARTICULAR, BUT WITHOUT LIMITATION, THIS MEANS THAT WE ARE NOT GENERALLY ABLE TO ARRANGE OR FACILITATE, OR PROVIDE ADVICE TO POTENTIAL INVESTORS IN RELATION TO, INVESTMENT IN, OR FINANCING OF, YOU, OR THE COMPANY OR ENTITY YOU REPRESENT. YOU SHOULD ALWAYS SEEK APPROPRIATE ASSISTANCE FROM DULY LICENSED INDEPENDENT PROFESSIONAL ADVISERS IN RELATION TO ANY SUCH INVESTMENT OR FINANCING.

4. Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU UNDER THESE TERMS OR IN RELATION TO THE PROGRAM FOR ANY (i) LOSS OF DATA, PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, (ii) INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU RELATED TO THE PROGRAM, OR (iii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. THE AGGREGATE LIABILITY OF US AND ANY OF OUR AFFILIATES ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED $100.

5. Miscellaneous

5.1 Waiver. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be.

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

5.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

5.4 Governing Law. The laws of the State of Washington, without reference to conflict of law rules, govern these Terms 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 these Terms.

5.5 Modifications to these Terms. We may modify these Terms at any time by posting a revised version on the AWS Site or by providing other notice to you. The modified terms will become effective upon posting or providing notice to you. By participating in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the AWS Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.