Service Terms for Amazon Web Services Marketplace China Sellers

Last Updated: February 28, 2025

These Service Terms for Amazon Web Services Marketplace China Sellers (“Seller Terms”) apply to you and the entity you represent (“you” or “your”) if you promote, license, sell, provide or provide access to (“Offer”) any Offerings through Amazon Web Services Marketplace China. Capitalized terms will have the meanings given to them in these Seller Terms or in your Western Cloud Data Agreement.

1. Definitions.

a. “Amazon Web Services Marketplace China Listing Guidelines” means the Amazon Web Services Marketplace China Seller Guide, other guidelines and policies listed at https://awsmarketplace.amazonaws.cn/ (and any successor or related locations designated by us), each as may be updated by us from time to time.

b. “Fapiao” has the meaning assigned in Section 6(g).

c. “Governmental Approval” has the meaning assigned in Section 2(b).

d. “Offering(s)” means any Content or services you Offer through Amazon Web Services Marketplace China located at https://awsmarketplace.amazonaws.cn, as it may be updated from time to time.

e. “Payment Agreement” has the meaning assigned in Section 6(a).

f. “Professional Service Offering” means professional services published on Amazon Web Services Marketplace China that are both (a) in connection with or related to the Services, services from Other Amazon Web Services China Regions or other offerings on Amazon Web Services Marketplace China and (b) in one or more of the following categories: (i) technology training courses, (ii) software solution implementation, (iii) assessment consultations for cloud engagement (e.g., compliance assessment, architecture reviews, application portfolio/migration assessments, cost assessments or other related services), (iv) technology support services, and (v) managed services related to a cloud environment. For clarity, other than technical support included with another Offering, any professional services must be offered as a Professional Service Offering.

g. “Subscriber(s)” means any customer(s) subscribed to your Offering(s).

h. “Subscriber Information” means any data or information to which you have access in connection with Amazon Web Services Marketplace China or any Offering, including data or information concerning any Subscriber, any Transaction, or any use of Services and services from Other Amazon Web Services China Regions with your Offerings.

i. “Third-Party Payment Processor” means a third-party which holds a valid payment license and provide you the payment processing services according to the Payment Agreement.

j. “Transaction” means any sale or license of, or granting of access to a Paid Offering, including sale and resale of an Authorized Resale Product.

k. “Transaction Proceeds” means the gross sales proceeds paid by the Subscriber and processed by the Third-Party Payment Processor for any Transaction. 

l. “Western Cloud Data Agreement” means the Western Cloud Data Customer Agreement at https://www.amazonaws.cn/en/agreement/ningxia/, or other written agreement with us governing your use of the Services.

2. General. You are the seller of record and solely responsible for your Offerings and any related support you provide for your Subscribers. We are not responsible for any transaction between you and any Subscriber, or for any disputes arising out of such transaction. At our sole discretion, we may assist in resolving any dispute between you and any Subscriber. We will not retain, use, or disclose your Offerings other than to provide the Services to you.  

3. Offerings.

a. Requirements. Your Offerings must comply with the Amazon Web Services Marketplace China Listing Guidelines and the Acceptable Use Policy for Amazon Web Services (Ningxia Region). You will establish the pricing, license rights, and other terms governing the use of your Offerings when you prepare your Offering for listing on Amazon Web Services Marketplace China from the Offers page in the Amazon Web Services Marketplace China Management Portal (the “Management Portal”). We may require you to provide additional registration or other information to verify your identity or the representations you have made to us. You agree that any personal information submitted to us will be subject to the Western Cloud Data Privacy Policy for Amazon Web Services (Ningxia Region) currently referenced at https://www.amazonaws.cn/en/privacy/ningxia/, as we may update it from time to time. If Your Offerings include generative AI or deep synthesis services: (i) you may be a generative AI service provider, deep synthesis service provider, and/or deep synthesis technical supporter, and you must comply with all applicable laws and regulations; and (ii) we are not a generative AI service provider, deep synthesis service provider, deep synthesis technical supporter for these algorithms and models, or any other generative AI-related service or technology provider as regulated by applicable laws and regulations.

b. Governmental Approval. If you or your Offering is subject to any filing, license, permit or approval by a relevant governmental or regulatory authority (each such filing, license, permit or approval, a “Governmental Approval”), you are responsible for obtaining all such Governmental Approvals and providing the corresponding proofs for our review. Such review shall not be interpreted as our provision of any guarantee of legality for your Offerings.

c. Non-Paid Offerings. An Offering where the Third-Party Payment Processor does not process the payment of fees paid by Subscribers will not under any circumstances result in additional fees for Subscribers to your corresponding Offering (if any) where the Third-Party Payment Processor does process the payment of fees paid by Subscribers (a “Paid Offering”).

d. Our Review or Removal of Your Offerings. We may at any time review or test your Offerings, including, without limitation, for security-related concerns or to check the accuracy of descriptions and other materials in your Offerings, as applicable. We may decline to list and may remove any of your Offerings from Amazon Web Services Marketplace China at any time and for any reason.

e. Disablement. We may disable your ability to Offer your Offerings on Amazon Web Services Marketplace China for any or no reason by providing 30 days’ written notice to you. Following disablement, (i) you will continue to provide your Offerings to existing Subscribers for at least 90 days (the “Wind-Down Period”) on terms (including price) at least as favorable as those in effect at the time of disablement, unless you are no longer making products or services similar to your Offerings commercially or otherwise publicly available; and (ii) the Third-Party Payment Processor will continue to process all payments and refunds for Transactions and collect applicable Transaction Proceeds during the Wind-Down Period. We may terminate an existing Subscriber’s use of your Offerings (i) at any time in accordance with our agreement with the Subscriber or (ii) upon your disablement.

f. Your Removal of Your Offerings. You may remove your Offering from Amazon Web Services Marketplace China in accordance with the Amazon Web Services Marketplace China Listing Guidelines. If applicable, you will support current Subscribers for at least 90 days following removal of an associated Offering.

g. Subscriber Information. Except as agreed to in writing between you and the respective Subscriber, or otherwise permitted by law, you may only use Subscriber Information for: (i) providing support for and facilitating the delivery of your Offerings; (ii) computation of your internal sales metrics; or (iii) for issuing the tax invoices to Subscribers. This Section does not apply to information that you acquire from Subscribers outside of your use of Amazon Web Services Marketplace China, even if that information is identical to Subscriber Information. You may not use Subscriber Information for any other purpose, unless otherwise agreed in writing between you and the respective Subscriber.

h. License. You grant us, our affiliates, our Technical Providers, and our independent contractors a nonexclusive, worldwide license to: (i) reproduce, distribute, display, transmit, promote, and otherwise digitally make available to Subscribers, your Offerings; and (ii) use, reproduce, display, and publish your entity name, logos, and your Offerings in connection with marketing your Offerings and Amazon Web Services Marketplace China. Except as expressly provided in these Seller Terms, these Seller Terms do not grant to you or us any right in the other party’s intellectual property. For clarity, we will not pay you any fees where we are using your Offerings for our testing, support, demonstration, or other sales support of your Offerings as necessary to exercise our rights under these Seller Terms.

4. Reselling on Amazon Web Services Marketplace China. If you use Amazon Web Services Marketplace China to (i) authorize resellers of your Paid Offering or (ii) accept authorization by a listing owner as a reseller, then these Seller Terms incorporate the Amazon Web Services Marketplace China Resale Addendum.

5. Representations and Warranties. You represent and warrant to us that:

a. You have and will ensure that any third parties acting on your behalf, or any third parties for which you are responsible, have the lawful right and necessary authorizations or licenses to any of your Offerings and the sale or license of your Offerings.  

b. The sale or license of your Offerings, including any Professional Service Offerings, shall not violate any rights, licenses or authorizations, or applicable laws and regulations, and you will comply with the trade compliance requirements of your Western Cloud Data Agreement as it applies to your Offerings or services in Amazon Web Services Marketplace China, including those that you list directly or that which you may list or sell on behalf of third parties.

6. Payments.

a. Appointment. You agree to use the Third-Party Payment Processor as your payment processing agent for the limited purpose of receiving payments on your behalf from Subscribers and for disbursing funds to you pursuant to a separate agreement between you and the Third-Party Payment Processor (“Payment Agreement”). On your behalf, the Third-Party Payment Processor will process all payments and refunds for Transactions and collect the applicable Transaction Proceeds. The Third-Party Payment Processor’s receipt of funds from Subscribers on your behalf will be deemed to be your receipt of funds from Subscribers, and will accordingly discharge the payment obligations owed to you by Subscribers in the applicable amount.

b. Billing and Collection. You will ensure that all fees and charges payable by Subscribers for your Offerings (other than those that allow Subscribers to use an existing license) are billed by us and collected through the Third-Party Payment Processor (except any tax invoices you are required to issue in accordance with Section 6(f)), and you will not offer or establish any alternative means of payment; provided that, in the event of Subscriber’s material default of your agreement with Subscriber (including nonpayment after 90 days from the payment due date set forth on Subscriber’s billing issued by us), you will pursue any remedies available to you in your agreement with the Subscriber. You agree that any tax terms between you and Subscribers will comply with these Seller Terms and the Subscriber’s Western Cloud Data Agreement. We will not provide your information to the Third-Party Payment Processor, except otherwise agreed by you and us or as necessary to assist the Third-Party Payment Processor in addressing a regulatory audit or request. We may at our discretion impose limits relating to the value of any Transaction or disbursement, the cumulative value of all Transactions or disbursements during a time period, or the number of Transactions during a time period. We may withhold for investigation, or refuse to process, any of your Transactions that we suspect is fraudulent, unlawful, or otherwise violates these Seller Terms.

c. Remittance. In each month or upon your on-demand request recognized by the Third-Party Payment Processor, the Third-Party Payment Processor will pay to you all applicable Transaction Proceeds that they have collected. The Third-Party Payment Processor will deduct from each payment any amounts due to us related to your Offerings and the associated Transactions. The Third-Party Payment Processor may also on our behalf withhold, deduct, or setoff any amounts payable by you to us under these Seller Terms against any Transaction Proceeds. All payments to you will be sent through the Third-Party Payment Processor to your account registered with the Third-Party Payment Processor. 

d. Risk of Loss. We will bear the risk of fraud associated with our provision of Services offered by us, which does not include your Offerings. You will bear all other risk of fraud or loss, including the risk of fraud associated with your Transactions. We do not guarantee payment on behalf of any Subscriber. If we determine that a payment related to a Transaction resulted from fraud, then you will promptly refund the total amount of any applicable Transaction Proceeds paid to you through the Third-Party Payment Processor.

e. Cancellations and Refunds. You will accept and process cancellations of, and provide refunds and adjustments for, your Offerings in accordance with the cancellation and refund policy posted at the time of the applicable Transaction and as otherwise required by Amazon Web Services Marketplace China Listing Guidelines or law. You will route all Transaction refund (and adjustment) payments through the Third-Party Payment Processor.

f. Taxes. You are responsible for the calculation, invoicing, validation and payment of all sales, use, excise, import, export, value-added, withholding and other taxes, duties and fees assessed, incurred or required to be collected (“Taxes”) or paid for any reason in connection with any Transaction and with your Offerings. We need not determine whether any Taxes apply to any Transaction, and we are not responsible for collecting Taxes, issuing tax invoices or remitting Taxes to any taxing authority for any Transaction, or for reporting any information (including the payment of Taxes) for any Transaction. You will provide any relevant party to the Transaction with any information reasonably requested to reduce or eliminate the amount of withholding or deduction for taxes or to satisfy information reporting or withholding tax obligations, in each case, with respect to any payments under these Seller Terms or your Western Cloud Data Agreement. All fees and payments payable by you to us under these Seller Terms are exclusive of any applicable taxes, deductions or withholding. We may charge and the Third-Party Payment Processor will deduct from each payment to you the applicable indirect taxes that we are legally obligated or authorized to collect from you. Notwithstanding anything to the contrary herein, nothing in these Seller Terms shall, or shall be interpreted or construed to, induce or require you or us to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any laws, regulations, rules or requirements that apply to you or us.

g. Tax Invoice. We will issue tax invoices (“Fapiao”) to you, at your request, based on the amounts we receive from you under these Seller Terms.

h. Authorization. You authorize us to issue Subscribers payment demands with respect to Transaction Proceeds on your behalf. If Subscribers fail to make due payments for any Transaction Proceed, you further authorize us to communicate with Subscribers to assist you to collect such Transaction Proceeds according to our standard practice. Notwithstanding the foregoing, we assume no obligation to assist you to collect Transaction Proceeds from Subscribers.

7. Indemnification. You will defend, indemnify, and hold harmless us, our affiliates, licensors, Technical Providers, and each of their and our respective employees, officers, directors, and representatives from and against any Losses, actions or causes of action (including reasonable attorneys’ fees) arising out of or relating to any third party claim, including any claim brought by a listing owner or reseller against us: (a) alleging that your Offerings (or reseller content, if applicable), or the copying, use, distribution, sale, development, design, production, advertising or marketing thereof, infringes or misappropriates any third-party rights; (b) relating to a dispute between you and any listing owner, reseller, or Subscriber to your Offering; (c) relating to any royalties or payments due by you to any third parties as a result of these Seller Terms; (d) relating to any actual or alleged violation of law, gross negligence, willful misconduct, or fraud by you or third parties performing services or acting on your behalf relating to your Offering; (e) concerning any claim or demand for payment of any Taxes imposed in connection with any Transaction, and for any fines, penalties, or similar charges imposed as a result of your failure to collect, remit, or report any Taxes in connection with any Transaction; (f) relating to any actual or alleged breach of your representations, warranties or covenants set forth in these Seller Terms, and (g) relating to any claim by your employees, agents, consultants, subcontractors or other third parties performing services on your behalf relating to workers compensation or other benefits. For clarity, the indemnification obligations set forth in this Section are in addition to, and not in lieu of, any other indemnification obligations set forth in your Western Cloud Data Agreement and these Seller Terms and will be subject to the same processes for indemnification obligations set forth in your Western Cloud Data Agreement.

8. Limitations of Liability. Section 9 of your Western Cloud Data Agreement applies to your use of Amazon Web Services Marketplace China. All limitations of liability, including those set forth in Section 9 of your Western Cloud Data Agreement, exclude damages or costs as they are related to or arise from your indemnification obligations set forth in these Seller Terms.

9. Survival. Sections 2, 3, 7, 8 and 9 will survive any removal or disablement under these Seller Terms and the termination or expiration of your Western Cloud Data Agreement.

Appendix: Amazon Web Services Marketplace China Resale Addendum

This Amazon Web Services Marketplace China Resale Addendum (this “Addendum”) supplements Section 15 of the Service Terms. This Addendum is an agreement between Ningxia Western Cloud Technology Co., Ltd. (“Western Cloud Data”, "we", "us" or "our") and you or the entity you represent ("you" or "your"). The provisions of this Addendum are in addition to any other applicable provisions of the Service Terms. Unless otherwise defined in this Addendum, all capitalized terms used in this Addendum will have the meanings given to them in the Service Terms.  

1. General.

a. You may use Amazon Web Services Marketplace China to: (i) authorize resellers of your Paid Offering (in such case, you are a “Listing Owner” and each such product, an “Authorized Resale Product”); or (ii) accept authorization by a Listing Owner as a reseller (in such case, you are an “Authorized Reseller”). Paid Offering by an Authorized Reseller includes Authorized Resale Products and any additional paid services provided for Subscribers (such additional portion, “Reseller Content”).

b. The Authorized Reseller is the seller of record for its Paid Offerings. Each resale by an Authorized Reseller of an Authorized Resale Product to a Subscriber will result in a contemporaneous sale of the same Authorized Resale Product from Listing Owner to Authorized Reseller.

c. Nonpayment by Subscribers to Authorized Resellers will not excuse payments owed by Authorized Resellers to Listing Owners.

d. Unless otherwise agreed to between Listing Owner and Authorized Reseller, after such resale authorization terminates, Listing Owner will continue to support the existing Subscribers of Authorized Resale Products until their subscriptions expire.

e. If the sale of any Paid Offerings by Authorized Reseller is subject to any Governmental Approval, the Authorized Reseller is responsible for obtaining all such Governmental Approval, and if requested by us, providing the corresponding proofs for our review. Such review shall not be interpreted as our provision of any guarantee of legality for the sale. 

2. Establishing Resellers. Listing Owner shall use the Management Portal or similar mechanism to create “opportunities” that designate the Authorized Reseller(s) for the applicable Authorized Resale Products (each such opportunity, a “Marketplace Reseller Authorization”). By creating a Marketplace Reseller Authorization, Listing Owner agrees to sell to the applicable Authorized Reseller the specified Authorized Resale Products for resale only and authorizes Authorized Reseller to issue offers for, and resell via offers, the same Authorized Resale Products to Subscribers in Amazon Web Services Marketplace China. An Authorized Reseller is deemed to have accepted a Marketplace Reseller Authorization when such Authorized Reseller acts on such Marketplace Reseller Authorization to create resale transactions to Subscribers. By accepting a Marketplace Reseller Authorization, Authorized Reseller agrees to purchase the Authorized Resale Products from Listing Owner at the designated price set forth in the applicable Marketplace Reseller Authorization solely for resale to Subscribers and to conduct such resales using offers in Amazon Web Services Marketplace China.

3. Price Modifications. To the extent that Listing Owner’s price to Authorized Reseller for an Authorized Resale Product is based on the publicly available price of the corresponding Paid Listing, Listing Owner and Authorized Reseller acknowledge and agree that if Listing Owner modifies the publicly available price for the corresponding Paid Listing, such modification will also modify the price Authorized Reseller pays to Listing Owner for sale of such Authorized Resale Product under the applicable Marketplace Reseller Authorization. Modification of the publicly available price by Listing Owner will not modify the pricing payable by Authorized Reseller for Authorized Resale Products (i) already purchased by Authorized Reseller, or (ii) already offered for resale by Authorized Reseller prior to Listing Owner’s price modification.

4. Use of Data. Unless otherwise agreed by the applicable Subscriber, as between Authorized Reseller and Listing Owner, Subscribers are purchasing Authorized Resale Products only from Authorized Reseller and such resales by Authorized Reseller do not create a Subscriber relationship with Listing Owner. Authorized Reseller will not, except as expressly permitted under the Service Terms, disclose to Listing Owner any Subscriber Information arising from Authorized Reseller’s resale of Authorized Resale Products to Subscribers or allow Listing Owner to use any such Subscriber Information. Listing Owner and Authorized Reseller each represent, warrant and covenant that any data or information that it transmits or provides to us or to the other, including any such data or information that we convey to Listing Owner or Authorized Reseller for the other in connection with this Amazon Web Services Marketplace China feature or any Transactions contemplated by this Section, whether proposed or actual, was collected, stored, processed, disclosed and used consistent, in all ways, with applicable privacy policies and law, and that the receipt, storage, use, processing, disclosure or transmission of such data by us or others in connection with this Amazon Web Services Marketplace China feature and the Transactions contemplated by this Section does not require and does not depend on the need to obtain any additional consents, authorization, or other rights or permissions from any other person or entity.

5. Termination of Reseller Authorization. Either Listing Owner or Authorized Reseller (for the purposes of this Section, the “Terminating Party”) may terminate an applicable Marketplace Reseller Authorization through the Management Portal or by using a similar mechanism to notify us at any time that it wishes to terminate. The Terminating Party represents and warrants that its termination of any Marketplace Reseller Authorization complies with the terms and conditions of its agreement with Authorized Reseller or Listing Owner, as applicable.

6. Implementation of Termination. Upon receipt of a termination notice under Section 5 or upon any termination of the Western Cloud Data Agreement by Listing Owner or Authorized Reseller, we will implement such termination within a reasonable period by (i) removing (a) Authorized Reseller’s ability to purchase Authorized Resale Products from Listing Owner under the applicable Marketplace Reseller Authorization, and (b) Authorized Reseller’s ability to issue offers for the same for resale to Subscribers and (ii) removing any offers for Authorized Resale Products issued by Authorized Reseller that have not yet been consummated. Once termination is implemented, we will not facilitate any further Transactions set forth in the applicable Marketplace Reseller Authorization (ongoing subscriptions obtained through earlier Transactions will not be affected). However, Listing Owner and Authorized Reseller acknowledge and agree we may continue to facilitate Transactions under applicable Marketplace Reseller Authorization until implementation of termination is complete, and this Addendum and the Service Terms will continue to apply to such Transactions.

7. No Interference. Neither Listing Owner nor Authorized Reseller will interfere with or prejudice the other’s performance of its obligations under this Addendum or the Service Terms before or after termination of any Marketplace Reseller Authorization.

8. Resale Transaction Proceeds. Amounts payable to Listing Owners from Authorized Resellers for the sale of Authorized Resale Products will be disbursed from Transaction Proceeds that the Third-Party Payment Processor collects from the contemporaneous resale of such Authorized Resale Products by Authorized Resellers. The Third-Party Payment Processor does not separately collect payment from Authorized Resellers of the price payable to Listing Owners for sales of Authorized Resale Products. The Third-Party Payment Processor will disburse Transaction Proceeds from each resale of an Authorized Resale Product in the following order: (i) the Third-Party Payment Processor will deduct the Listing Owner Listing Fee payable by Listing Owner to Western Cloud Data for the contemporaneous sale from Listing Owner to Authorized Reseller.  For the convenience of fund settlement, Authorized Reseller and Listing Owner hereby agree that the Third-Party Payment Processor shall directly deduct the Listing Owner Listing Fee from the Transaction Proceeds collected from Authorized Reseller, and pay it to Western Cloud Data on behalf of Listing Owner; (ii) the Third-Party Payment Processor will disburse remaining Transaction Proceeds to Listing Owner after deducting the Listing Owner Listing Fee, up to the price for the Authorized Resale Product payable by the Authorized Reseller as set forth in the applicable Marketplace Reseller Authorization; and (iii) the Third-Party Payment Processor will disburse any remaining Transaction Proceeds to Authorized Reseller. Neither us nor the Third-Party Payment Processor guarantee payment to Listing Owner on behalf of Authorized Reseller. Without limiting the generality of the foregoing, Listing Owner will bear the sole risk of payment in full from Authorized Reseller. If following payment from the Third-Party Payment Processor to Listing Owner of Transaction Proceeds as set forth above, there is any Shortfall, such Shortfall must be paid by the Authorized Reseller. Neither us nor the Third-party Payment Processor have any obligation or liability for any such Shortfall or Authorized Reseller debt. “Listing Owner Listing Fee” means the fee payable by Listing Owner to Western Cloud Data, calculated as a percentage of the price payable to Listing Owner by Authorized Reseller for the sale of Authorized Resale Products by Listing Owner to Authorized Reseller, as determined in accordance with the listing fees set forth at https://seller-register-document-external.s3.cn-northwest-1.amazonaws.com.cn/MPCN+TLF+Schedule.pdf. “Shortfall” means the amount of the shortfall in available Transaction Proceeds from the resale of Authorized Resale Products from Authorized Reseller to Subscribers, where, after deduction of the Listing Owner Listing Fee, the remaining Transaction Proceeds are less than the price of the Authorized Resale Products in the contemporaneous sale from Listing Owner to Authorized Reseller.