SPENDBASE AWS TERMS OF SERVICE
Version 1.3. Effective September 2026
Please read these Spendbase AWS Terms of Service (“Terms” or “Agreement”) carefully before transferring your AWS billing to Spendbase, purchasing AWS Services through Spendbase, or using any related Spendbase AWS account management services.
These Terms constitute a binding agreement between Spendbase, Inc., a company incorporated under the laws of the state of Delaware, registered address at 16192 Coastal Highway, Lewes, DE 19958, with the registration number 61-2064269 (together with its subsidiaries and Affiliates “Spendbase”); and the legal entity accepting these Terms (“you”, the “Client”), and govern the billing administration and resale of Amazon Web Services (“AWS Services”) by Spendbase to the Client under the AWS Solution Provider Program. Spendbase acts solely as the Client’s AWS billing partner, responsible for invoicing AWS usage and remitting payment to AWS, and does not provide the AWS Services themselves, technical support, or optimisation services.
By accepting these Terms through Spendbase’s designated online acceptance process (including electronic checkbox acceptance), you agree, without reservation, to be bound by this Agreement. If you do not agree with these Terms, you must not transfer your AWS billing to Spendbase or use related Spendbase AWS billing services.
These Terms may only be accepted on behalf of a legal entity. By accepting these Terms, you hereby expressly represent and warrant that you have full authority to bind the Client to this Agreement. Spendbase relies on this confirmation and will not be responsible for verifying such authority. If it is later determined that you lacked authority, the Client shall remain bound by these Terms and you shall be personally responsible for any resulting obligations or losses.
If you do not have such authority, you must not accept these Terms.
By accepting these Terms, you acknowledge and agree that:
(A) The Client has read and accepted the AWS Customer Agreement and AWS Service Terms (as defined below), and has read the information available at https://distribution-program-legal-documents.s3-us-west-2.amazonaws.com/AWS+Distribution+Program+-+Program+Guide+for+End+Customers.pdf that are incorporated into these Terms by reference and may be updated by AWS from time to time;
(B) The Client will transfer the billing of its AWS account(s) to an AWS Reseller Account managed by Spendbase;
(C) AWS Services remain subject to AWS’s own agreements, and nothing in these Terms modifies the scope, functionality, or availability of AWS Services as provided by AWS.
In the event of any conflict between these Terms and the AWS Customer Agreement or AWS Service Terms with respect to the provision of the AWS Services, the AWS Customer Agreement and AWS Service Terms shall prevail, except where these Terms expressly govern billing, payment or discounting arrangements between Spendbase and the Client.
1. Definitions
For the purposes of these Terms the following definitions shall apply:
1.1. “Agreement” means these Terms together with any documents expressly incorporated by reference;
1.2. “AWS” means Amazon Web Services, Inc., its affiliates, and its authorized contracting entities as described on the AWS Site at https://aws.amazon.com/legal/aws-contracting-party, AWS Services provider;
1.3. “AWS Customer Agreement” means AWS’s standard customer agreement located at https://aws.amazon.com/agreement (or any successor URL) as may be updated by AWS from time to time, or any other written agreement between AWS and the Client governing the use of AWS services;
1.4. “AWS Services” means the cloud computing services provided by AWS directly to the Client under the AWS Customer Agreement;
1.5. “AWS Service Terms” means the AWS service-specific terms located at https://aws.amazon.com/service-terms/ (or any successor URL), as may be updated by AWS from time to time;
1.6. “AWS Reseller Account” means an AWS payer account owned and managed by Spendbase under the AWS Solution Provider Program, to which the Client’s AWS account(s) are associated for billing purposes;
1.7. “Billing Partner” means Spendbase’s role as the entity responsible for invoicing the Client for AWS Services and remitting payment to AWS, without providing or managing the AWS Services themselves;
1.8. “Eligible Accounts” means the AWS account(s) of the Client that are linked to the AWS Reseller Account for the purposes of billing, discounting, and that comply with AWS Solution Provider Program requirements;
1.9. “Eligible Regions” means the AWS regions identified on the AWS Site https://aws.amazon.com/about-aws/global-infrastructure/regions_az/?p=ngi&loc=2 (except Mainland China Regions);
1.10. “Transfer” means the administrative process of associating the Client’s AWS account(s) with the AWS Reseller Account, including the update of billing and payment details to those of Spendbase.
2. Subject of the Agreement
2.1. Under these Terms, Spendbase will act solely as the Client’s Billing Partner by:
(i) associating the Client’s AWS account(s) with Spendbase’s AWS Reseller Account;
(ii) invoicing the Client for AWS usage charges; and
(iii) remitting payments to AWS on the Client’s behalf.
Spendbase does not provide AWS service delivery, configuration, cost optimisation, or technical support under these Terms.
2.2. The Client shall transfer the billing of its AWS account(s) to the AWS Reseller Account designated by Spendbase (“Billing Transfer”). The Client shall:
(i) provide Spendbase with all information and administrative access necessary to complete the Billing Transfer;
(ii) update account credentials, payment details, and contact information as instructed by Spendbase; and
(iii) ensure that no outstanding balances exist on the account(s) at the time of Billing Transfer.
2.3. Where the Client’s AWS account is invited to or managed within an AWS Organization administered by Spendbase or its Affiliate, Spendbase shall not, without the Client’s prior written consent create, modify, delete, or otherwise manage the Client’s IAM users, roles, permissions, or identity configurations.
2.4. Spendbase does not control the operation, maintenance, or availability of AWS Services. All AWS Services are provided directly by AWS to the Client in accordance with the AWS Customer Agreement and AWS Service Terms. Spendbase makes no representation or warranty regarding AWS Services other than as expressly set forth in these Terms.
2.5. These Terms do not grant the Client any rights to other Spendbase products or services, nor do they cover AWS professional services, AWS Marketplace purchases (except as expressly allowed under an applicable order form), or any services not included in the AWS Solution Provider Program.
2.6. Spendbase may, without liability, transfer the Client’s AWS account(s) to AWS or another authorized reseller to maintain continuity of AWS Services.
3. Eligible Accounts
3.1. The Client shall ensure that each AWS account associated with the AWS Reseller Account (“Eligible Account”) meets the eligibility requirements of the AWS Solution Provider Program and has a zero outstanding balance. The Client shall not associate any AWS account with the AWS Reseller Account without Spendbase’s prior written consent.
3.2. The Client is solely responsible for all usage of AWS Services under its Eligible Accounts, whether authorized or unauthorized, intentional or accidental. This includes responsibility for all charges incurred due to misconfigurations, over-provisioning, or use of non-discounted services.
3.3. The Client must be responsible for all fees, charges, and taxes incurred under the Eligible Accounts, and Spendbase or AWS may seek payment from the Client for such amounts.
3.4. If the Eligible Accounts were receiving discounting under an agreement with AWS and the discounting under such agreement does not apply to Spendbase, then such Eligible Accounts must have been removed from such agreement prior to the Effective Date.
3.5. The Client acknowledges that any discounts, promotional credits, service credits, private pricing arrangements, enterprise discounts, incentive programs, commitments (including Reserved Instances, Savings Plans, Enterprise Discount Programs, or similar arrangements), or any other commercial or financial benefits obtained by the Client prior to the Billing Transfer are arrangements between the Client and AWS or another third party, and are outside Spendbase’s control.
3.6. Spendbase does not represent, warrant, or guarantee that any such benefits will continue, remain available, transfer to the AWS Reseller Account, or retain the same value following the Billing Transfer. Except to the extent expressly agreed in writing, Spendbase assumes no responsibility or liability for the continuation, preservation, loss, reduction, expiration, or modification of any such benefits.
3.7. If the Eligible Account contains “protected health information” as defined in 45 C.F.R. § 160.103, then the Client must ensure that such Eligible Accounts are covered by a Business Associate Addendum between the Client and AWS.
4. Client Obligations
4.1. The Client shall comply at all times with the AWS Customer Agreement, AWS Service Terms, AWS Acceptable Use Policy, and any other applicable AWS policies (collectively, “AWS Agreements”). The Client confirms that it has reviewed and accepted the AWS Agreements prior to the commencement of AWS Services under these Terms.
4.2. The Client shall provide accurate, complete, and current information to Spendbase for all matters relating to the performance of these Terms, including but not limited to account details, billing contacts, and tax information, and shall promptly notify Spendbase of any changes.
4.3. The Client shall provide all necessary cooperation, access, and approvals for Spendbase to perform the Billing Transfer and ongoing account management, including granting Spendbase administrative access to Eligible Accounts.
4.4. The Client shall not, directly or indirectly, take any action the purpose or effect of which is to deprive Spendbase of its margin or resale revenue under these Terms. Any violation of this Section 4.4 shall be deemed a material breach and shall entitle Spendbase to an amount equal to the margin or resale revenue of which Spendbase was thereby deprived, in addition to any other remedies available at law or in equity.
4.5. The Client shall promptly notify Spendbase of any unauthorized access, suspected breach, or compromise of its AWS accounts that could affect billing or discounts.
4.6. The Client acknowledges that AWS Services are provided directly by AWS and are governed by a separate agreement between the Client and AWS, to which Spendbase is not a party. The Client remains responsible for complying with such agreement in full.
5. Pricing and Payment Terms
5.1. The Client shall pay Spendbase for all AWS usage incurred under the Client’s Eligible Accounts, calculated in accordance with AWS public pricing, less any applicable discounts applied by Spendbase. All usage charges are exclusive of taxes, duties, and levies.
5.2. Spendbase shall invoice the Client monthly in arrears for AWS usage charges. Invoices will be sent to the billing contact designated by the Client.
5.3. All invoices shall be payable within fourteen (14) calendar days from the invoice date, in the currency specified by Spendbase and to the bank account designated on the invoice. Payments shall be made in full without set-off, counterclaim, or deduction, except as required by law.
5.4. All overdue amounts, except those disputed in good faith, shall bear interest at a rate of 1.5% per month or the maximum lawful rate, whichever is lower, calculated from the due date until payment is received in full. The Client shall reimburse Spendbase for all reasonable costs of collection, including legal fees.
5.5. If the Client disputes any portion of an invoice, it shall notify Spendbase in writing within fifteen (15) calendar days of the invoice date, specifying the nature and basis of the dispute in reasonable detail. The Client shall pay all undisputed amounts by the due date. Disputes shall not suspend the Client’s payment obligation for undisputed charges.
5.6. All amounts payable under these Terms are exclusive of applicable taxes, duties, or levies. The Client shall be responsible for all such taxes, excluding taxes on Spendbase’s income.
5.7. The Client shall not make direct payments to AWS for usage under Eligible Accounts during the term of these Terms, unless otherwise authorized in writing by Spendbase.
5.8. Spendbase may require advance payment or other security for future AWS usage charges if the Client’s payment history or creditworthiness is unsatisfactory in Spendbase’s reasonable judgment.
6. Suspension and Termination
6.1. Spendbase may temporarily suspend the Client’s access to AWS Services under these Terms, in whole or in part, immediately upon written notice if:
(i) the Client fails to pay any amount when due;
(ii) the Client breaches any material obligation under these Terms or the AWS Agreements; or
(iii) Spendbase reasonably determines that continued access poses a security, legal, or regulatory risk.
During any period of suspension, the Client remains responsible for all AWS usage charges accrued.
6.2. Spendbase may permanently remove the Client’s account(s) from the AWS Reseller Account and terminate these Terms, in whole or in part, with immediate effect upon written notice if:
(i) the Client fails to cure a payment default within fourteen (14) calendar days after the due date;
(ii) the Client materially breaches these Terms or the AWS Agreements and fails to cure such breach within fifteen (15) calendar days after receiving written notice; or
(iii) the Client engages in conduct that AWS deems to be a violation of its Acceptable Use Policy or other AWS Agreement.
6.3. Unless otherwise agreed in writing, either Party may terminate these Terms for convenience by providing at least thirty (30) calendar days’ prior written notice or via contact email.
6.4. Upon termination:
(i) the Client shall immediately pay all outstanding AWS usage charges, taxes, and any other amounts due to Spendbase;
(ii) the Client shall change billing details, update the root email and ensure that Spendbase is fully disassociated from the Eligible Accounts; and
(iii) AWS may, at its discretion, continue providing services directly to the Client under the AWS Customer Agreement, without any Spendbase involvement or responsibility and under direct billing.
6.5. Spendbase may engage third-party collection agencies or initiate legal proceedings to recover any overdue amounts. The Client shall reimburse Spendbase for all reasonable costs of collection, including legal fees and agency charges.
6.6. Sections relating to payment obligations, confidentiality, liability, and governing law shall survive any termination of these Terms.
7. Confidentiality
7.1. For the purposes of these Terms, “Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with these Terms, whether in written, oral, electronic, or other form, including without limitation: (a) account identifiers, billing data, usage reports, and discount levels; (b) technical, commercial, and financial information; and (с) any information identified as confidential at the time of disclosure.
7.2. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iv) is approved for release in writing by the Disclosing Party.
7.3. The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations and exercise its rights under these Terms; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know such information and are bound by confidentiality obligations no less protective than those set forth herein.
7.4. The Client acknowledges that certain information received from Spendbase relating to AWS discounts, private pricing addenda, and program benefits constitutes AWS Confidential Information and is subject to additional restrictions under AWS’s Solution Provider Program. The Client shall not disclose any such information without AWS’s prior written consent.
7.5. The Receiving Party may disclose Confidential Information if required to do so under applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates in seeking protective measures.
7.6. The obligations under this Section 7 (“Confidentiality”) shall survive termination of these Terms for a period of five (5) years, except for trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law
8. Data Protection
8.1. Spendbase may process the Client’s personal data solely to facilitate the delivery of AWS Services under these Terms, including billing, account administration, and compliance with AWS program requirements. Such processing will be carried out in compliance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 where applicable.
8.2. As a controller of personal data, the Client entrusts AWS with their personal data for processing. Personal data will be processed only for the purpose of implementing this Agreement and AWS Agreements to the extent specified therein, on the principles arising from the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
8.3. The principles of personal data processing with regards to AWS Services are determined by the Privacy Notice of AWS, available at: https://aws.amazon.com/privacy/, and incorporated herein by reference.
9. Force Majeure
9.1. Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by events beyond its reasonable control (“Force Majeure Event”), including but not limited to: acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, government action or restriction, embargoes, power or internet outages, failures of AWS or other third-party providers, or other events of a similar nature.
9.2. The Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably practicable, specifying the nature of the event, the expected duration, and the steps being taken to mitigate its effects.
9.3. During the continuance of a Force Majeure Event, the affected Party’s obligations under these Terms shall be suspended to the extent affected by the Force Majeure Event. The time for performance shall be extended for a period equal to the duration of the Force Majeure Event.
9.4. Any interruption, degradation, or unavailability of AWS Services caused by AWS or its subcontractors shall be deemed a Force Majeure Event with respect to Spendbase, and Spendbase shall have no liability for such events.
9.5. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate these Terms upon written notice to the other Party, without liability for such termination, except that all outstanding payment obligations shall remain due and payable.
10. Warranties, Disclaimers, and Limitation of Liability
10.1. The Client acknowledges that AWS Services are provided directly by AWS, and that Spendbase does not control the operation, maintenance, or availability of AWS Services. Spendbase makes no representation or warranty whatsoever regarding AWS Services. AWS Services are provided to the Client “as is” and “as available” by AWS, and any warranties, service commitments, or remedies relating to AWS Services are solely as set forth in the AWS Customer Agreement between AWS and the Client.
10.2. To the fullest extent permitted by law, Spendbase disclaims all warranties, express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Spendbase does not warrant that AWS Services will be uninterrupted, error-free, secure, or free of defects, vulnerabilities, or harmful components.
10.3. Spendbase shall have no liability for: (a) any unavailability, suspension, interruption, delay, loss of data, or degradation of AWS Services; (b) any errors or omissions in AWS Services; (c) any security breach, data breach, or other incident arising from AWS infrastructure; or (d) any act or omission of AWS or other third-party providers.
10.4. Spendbase warrants that it will perform its billing, discount application, and account administration services under these Terms in a professional and workmanlike manner, in accordance with applicable laws and AWS Solution Provider Program requirements. The Client’s sole and exclusive remedy for any breach of this warranty shall be re-performance of the affected services.
10.5. To the maximum extent permitted by applicable law, Spendbase’s total aggregate liability for all claims arising out of or relating to these Terms shall not exceed the total amount paid by the Client to Spendbase in the twelve (12) months preceding the event giving rise to the claim.
10.6. In no event shall Spendbase be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, whether based on contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
10.7. All liability for the provision, performance, and availability of AWS Services lies exclusively with AWS under the AWS Customer Agreement, and Spendbase shall have no liability arising from or related to AWS Services.
10.8. The limitations and disclaimers in this Section 10 (“Warranties, Disclaimers, and Limitation of Liability”) reflect the Parties’ agreed allocation of risk and form an essential basis of the bargain between the Parties.
11. General Provisions
11.1. These Terms and any dispute, claim, or controversy arising out of or relating to them shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws rules. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Delaware for any dispute arising out of or relating to these Terms, except that Spendbase may seek injunctive relief or enforce judgments in any jurisdiction.
11.2. To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to these Terms, the transactions contemplated herein, or the relationship between the parties. This waiver applies to any claim, counterclaim, or cross-claim, whether sounding in contract, tort, statute, or otherwise.
11.3. These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral.
11.4. Spendbase may modify these Terms from time to time by posting an updated version on its website or by providing written notice to the Client. Such modifications will take effect on the date specified in the notice. Continued use of AWS Services through Spendbase after the effective date of modifications constitutes the Client’s acceptance of the updated Terms. If the Client does not agree to the updated Terms, it must terminate these Terms in accordance with Section 6 (“Suspension and Termination”) the effective date of the changes.
11.5. The Client may not assign or transfer any rights or obligations under these Terms without Spendbase’s prior written consent. Spendbase may assign its rights and obligations under these Terms without the Client’s consent to its affiliates and agents or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.6. All notices required or permitted under these Terms shall be in writing and delivered by hand, email, or registered mail to the addresses or email addresses provided by the Parties. Notices sent by email shall be deemed received on the date of transmission if sent during business hours, or the next business day if sent outside business hours.
11.7. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced with a valid provision that most closely reflects the Parties’ original intent.
11.8. Failure or delay by either Party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision, and any waiver must be in writing and signed by the waiving Party.
11.9. The Parties agree that acceptance of these Terms via Spendbase’s designated online acceptance process, including electronic checkbox or click-through acceptance, constitutes a valid and binding execution of these Terms with the same legal effect as a handwritten signature.
11.10. The Client agrees that communications between the Client and Spendbase may take place by electronic means, including e-mail. For contractual purposes, the Client: (a) consents to receive communications from Spendbase in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications provided electronically by Spendbase shall satisfy any legal requirement that such communications would satisfy if they were provided in a physical written form.
11.11. Contact Information
All communications to Spendbase under these Terms shall be directed to: Spendbase, Inc. 16192 Coastal Highway, Lewes, DE 19958, USA E-mail: [email protected]