Become an Ingram Micro Cloud Referral partner

The fastest and easiest entry to the cloud market. Simply direct customers to your referral site and earn commissions. It’s zero cost and high reward, allowing you to focus on running your business while selling cloud services.

Complete the information below and our team will be in touch shortly.

Lucrative replacement to the Microsoft Advisor Program

Maintain or even increase earned commissions on Microsoft Office 365 (more services to be added soon)

Collect commissions while focusing on customer relationships and core business activities

Country

Work email address (username)

First Name

Last Name

Company Name

Company website URL

Address

Zip code

City

State

Phone Number

Preferred point of contact email address for Referrals

Ingram Micro Customer number (optional)

Microsoft partner number

Were you referred to this program by an Ingram Micro Sales rep

If yes, please note their name below

Terms & conditions

INGRAM MICRO CLOUD SERVICES REFERRAL AGREEMENT

Last Modified: April 5, 2016

THIS INGRAM MICRO CLOUD SERVICES REFERRAL AGREEMENT (“Agreement”), is entered into effective as of the date on which You accept this Agreement (the "Effective Date"), by and between Ingram Micro Inc., a Delaware corporation, ("Ingram Micro", “We”, “we”, “Us” or “us”), with offices at 3351 Michelson Drive, Suite 100, Irvine, CA. 92612, and you and/or the entity you represent (“You”, “Your” or “Reseller”).

BY CLICKING “I AGREE” OR “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED HEREIN.  YOUAGREE TO THIS AGREEMENT AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BE LEGALLY BOUND BY THIS AGREEMENT AND TO LEGALLY BIND YOUR COMPANY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, NEITHER YOU NOR YOUR COMPANY MAY USE THE SITE.

1.Ingram Micro may at any time modify the terms and conditions of this Agreement, or any part thereof. Except as otherwise stated herein, any modification to this Agreement shall be effective immediately notifies you of the modified version. Continued solicitation of orders for Services after any such modification will be conclusively deemed acceptance of such modification. If any modification is unacceptable, You may terminate this Agreement, subject to the terms and conditions contained herein. The Agreement may not otherwise be amended except in a writing signed by You and by a representative of Ingram Micro.

1.	Background

Ingram Micro is engaged in the business of distributing cloud-related services (including attendant hardware that may be associated with such services), (hereinafter collectively referred to as "Services").

You acknowledge and agree that You are engaged in the business of selling such Services to Your end user customers.  You desire to, from time to time as determined by You, to solicit for consideration by Ingram Micro receipt of orders for Services directly from Your end user customers to Ingram Micro.

Ingram Micro, being desirous of obtaining orders for Services from Your end user customers, is willing to establish conditions under which You shall solicit for consideration by Ingram Micro orders for Services which orders shall be directed to Ingram Micro by You from time to time.  You, being desirous of soliciting orders for Services under the terms of this Agreement, are willing to accept such conditions.

2.	Order Solicitation

A.	You agree to solicit, as You deem appropriate, under the terms of this Agreement, for consideration by Ingram Micro, orders for Services, utilizing the forms for such orders provided by Ingram Micro and quoting then-current published fees, charges and/or prices for such Services by Ingram Micro.

B.	You shall have no authority to execute agreements on Ingram Micro’s behalf or in any manner accept orders for Ingram Micro, or otherwise bind Ingram Micro in any manner and shall advise ordering parties that orders are subject to review and acceptance by Ingram Micro.  You are not authorized nor permitted to suggest or make any modification or variation, either orally or in writing, to Ingram Micro’s agreements, forms or prices.

C.	Unless otherwise provided in writing by You and Ingram Micro, during the term hereof Ingram Micro shall provide You with the royalty-free right to duplicate and edit promotional and advertising material of Ingram Micro in connection with Your performance of obligations hereunder.

3.	Acceptance of Orders; Concessions

Ingram Micro, in its absolute discretion and without incurring any liability of any type to You either for the payment of a referral fee or otherwise: (a) may refuse or reject, in whole or in part, any purchase solicited by You and forwarded to Ingram Micro as provided herein; (b) may establish the terms and conditions upon which it will accept any purchase; and (c) may cancel or permit cancellation of any such purchase.  Ingram Micro may grant, such allowances or concessions as it may deem proper and shall be entitled to deduct from any referral fees payable to You hereunder the amount of said referral fee, if any, paid with respect to such allowances or concessions to the extent based upon an act or failure to act of You.

Notwithstanding the foregoing, in the event that Ingram Micro refuses or rejects any purchase solicited by You and forwarded to Ingram Micro as provided herein and Ingram Micro uses such Reseller-provided purchase concerning an ordering party to enter into an agreement(s) for Ingram Micro Services with such ordering party within three (3) months from the initial refusal or rejection of such purchase, such ordering party shall be deemed as having been successfully solicited by You for purposes set forth in this Agreement.

4.	Referral Fees

With respect to each purchase solicited by You from an ordering party pursuant to the authority granted in this Agreement and accepted by Ingram Micro, Ingram Micro shall pay You as full and complete compensation to You for services provided hereunder, the following Referral Fees (“Referral Fees”):

A.	You may choose for all purchases referred either of: (i) Recurring Fee - 7% of a the fee on a recurring basis according to the billing terms of the purchase until cancellation by the end customer of the subscription (ii) One Time Fee - 84% of the purchase as a one-time referral fee, with no additional payments due for the subscription upon the condition set forth in Section 4(C) below.

B.	The Referral Fee obligation described in Section 4(A)(i) shall be paid to You within sixty (60) days following each monthly period in which payment of the charges upon which the Referral Fees have been invoiced by Ingram Micro.  Ingram Micro shall have the unilateral right in its sole discretion to at any time terminate the payment of Referral Fees to You related to such ordering party in the event of termination of any subscription in effect between such ordering party and Ingram Micro and such shall payment termination payment shall take place as of the effective date of termination of the applicable subscription.

C.	The Referral Fee obligation described in Section 4(A)(ii) shall become payable to You conditioned upon and following the third monthly payment of charges by the end user(s) to Ingram Micro. Upon achievement of the condition Ingram Micro shall pay the referral fee to You within sixty (60) days thereafter.

Referral Fees payable pursuant to Section 4(A)(i) at the time of expiration or termination of this Agreement shall remain payable in accordance with said Section 4(A)(i) notwithstanding expiration or termination of this Agreement unless such termination is caused by You pursuant to Section 8(B)(i) or 8(D) hereof.

D.	Ingram Micro agrees, upon request, to furnish accurate reports of the amounts payable to You hereunder during the time Referral Fees are payable under this Agreement.  Reports shall set forth the payments due to You on account of amounts payable to Ingram Micro during the applicable reporting period and shall be in reasonably sufficient detail for use in verifying the amount properly payable hereunder for such reporting period.  Each report shall include relevant information, including but not limited to Subscription Number and Billing Address, to allow You to invoice Ingram Micro for the amount payable to You.  Upon receipt of such monthly invoices, Ingram Micro shall remit the undisputed amount owed.

5.	Independent Contractor

The status of You and Ingram Micro shall be that of independent contractors.  Neither party nor any of its officers, agents, representatives or employees acting for or on its behalf shall, under any circumstances, be or hold themselves out to be, servants or employees of the other party.  Neither party is granted right or authority to assume or create any obligation or responsibility on behalf of, or in the name of, the other party.

6.	Representations and Warranties

You are not authorized and You agree that you will not make any warranties or representations, on behalf of Ingram Micro or its vendors or otherwise respecting the Services, except those warranties and representations which are contained in the information and collateral provided to You by Ingram Micro and/or the vendor of Ingram Micro with whom the Service originates.

7.	Indemnities 
	Each party shall comply with all federal, state, and local government rules, regulations, ordinances, and laws, now or hereafter in effect, relating to the performance of its obligations hereunder, and agrees to indemnify and to save the other party harmless from any and all liability, loss, cost and expense arising out of or resulting from its failure to comply with any such rules, regulations, ordinances, or laws.

You agree to indemnify and save Ingram Micro harmless from all claims, demands, litigation, losses, damages, including bodily injury and death, expenses, and reasonable attorneys' fees in any manner caused by, arising out of or based upon its performance of this Agreement, where such claim, demand, litigation, loss, damage or expense is due to a wrongful act or omission of, or to the negligence of, You or Your officers, agents, representatives or employees.

Ingram Micro shall not be responsible for any representations for the Services made by You that are not contained in published literature or other information furnished by Ingram Micro and/or its vendor to You or otherwise approved in writing by Ingram Micro for release.

8.	Term and Termination

A.	This Agreement shall commence on the Effective Date and shall continue in effect for a period of one (1) year, unless otherwise terminated as hereinafter provided.

B.	This Agreement may be terminated (i) at any time by Ingram Micro upon ten (10) day's prior written notice in the event You are in breach of any provision of this Agreement (provided Ingram Micro gives You notice of such breach and thirty (30) days in which to cure such breach) or attempts to assign this Agreement or any rights hereunder without Ingram Micro’s written consent, or (ii) at any time by Ingram Micro for its convenience upon thirty (30) days prior written notice; provided however, that the payment obligations of Ingram Micro to You as set forth in Section 4(A)(i) shall survive such termination except as set forth in Section 4(C).

C.	Termination of this Agreement by Ingram Micro as provided in this Article 8(B)(ii) shall be without early termination liability or penalty by either party to the other.

D.	You may terminate this Agreement at any time subsequent to six (6) months from the Effective Date of this Agreement by giving Ingram Micro thirty (30) days' prior written notice of such termination.   Termination of this Agreement pursuant to this Section 8(D) shall be without termination liability or penalty to either party and Ingram Micro shall thereafter have no further obligation to pay You any portion of the Referral Fees specified in Article 4 "Referral Fees", of this Agreement except for those Referral Fees that arise i.e. are payable up through the effective date of such termination e.g. in such event the fee obligation set forth in Section 4(A)(i) shall stop at the effective date of such termination

E.	You shall deliver to Ingram Micro or shall certify in writing that it has destroyed such information, supplies and other articles and materials may have been provided to You by Ingram Micro and/or Ingram Micro’s vendor in connection with this Agreement.

9.	Limitation of Liability

Except for breach by Reseller of Sections 10 or 12 and except for indemnity obligations as set forth in Section 7, the liability of the parties hereunder for damages, regardless of the form of action, shall not under any circumstances, whether to the other party or to any third party, include liability for special, incidental, consequential or punitive damages, including but not limited to loss of profits or anticipated sales, or on account of expenditures, investments or commitments made in connection with the business or good will of Reseller or Ingram Micro, or otherwise, even if the parties have been advised of the possibility of such damages, arising out of or in any way connected with the performance or breach of this Agreement.

10.	Confidentiality

The parties shall abide by the following confidentiality provisions.
A.	The parties acknowledge and agree one party hereto (“Owner”) may disclose to the other party (“Recipient”) certain information that Owner deems confidential and proprietary.
B.	As used herein, “Confidential Information” means all information, regardless of the form in which it is transmitted, relating to past, present or future research, development or business plans, financial information, customer or vendor information, intellectual property, operations or systems (including, without limitation, studies or reports, software, memoranda, drafts and other information in either tangible or intangible form) of Owner or a third party whose information is in Owner’s possession under an obligation of confidentiality.
C.	For a period of two (2) years from the date of this Agreement, Recipient shall not disclose any Confidential Information it receives from Owner or any of Owner’s representatives to any person, firm or corporation except: (i) directors, officers and employees of Recipient and its affiliated companies (“Agents”) who have a need to know such information and who have been informed of Recipient’s obligations hereunder; (ii) Recipient’s advisors, contractors and consultants (“Advisors”) who have a need to know such information to further the discussions which are the subject of this Agreement and who have been informed of Recipient’s obligations hereunder; and (iii) as provided in Section 10(E) below.  Recipient shall not use the Confidential Information it receives from Owner, directly or indirectly, to the competitive disadvantage of Owner and shall be responsible for any violations of this Section 10 by itself, its Agents or its Advisors.  
D.	Information shall not be deemed confidential or proprietary for purposes of this Agreement, and Recipient shall have no obligation with respect to any such information, which: (i) is already known to Recipient at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of Recipient; or (iii) is properly received by Recipient from a third party which, to Recipient’s knowledge, is not subject to a duty of confidentiality to Owner with respect to such information.
E.	Recipient shall notify Owner promptly in the event that it is advised by counsel or otherwise determines that any Confidential Information must be disclosed to a government agency or is otherwise required to be disclosed by law.  At Owner’s request, Recipient shall cooperate with Owner, at Owner’s expense, in seeking a protective order or other reliable assurance that confidential treatment will be accorded to any such Confidential Information disclosed and shall refrain from disclosing any Confidential Information pending final resolution of the request for such order or assurance.  Upon final resolution of such request or notice from Owner that it will not seek or is withdrawing any such request, Recipient may disclose only such Confidential Information as its counsel advises is required to satisfy its legal obligations.  In doing so, Recipient will comply with the provisions and procedures established in any protective order issued or assurances received with respect to such disclosure.
F.	All Confidential Information disclosed by Owner to Recipient pursuant to this Agreement in tangible form (including, without limitation, information incorporated in computer software) shall be and remain the property of Owner.  Promptly upon Recipient’s receipt of a written request from Owner, all such Confidential Information shall be either returned to Owner or destroyed and, in either such event, all notes, memoranda and analyses which contain Confidential Information prepared by Recipient in connection with the discussions giving rise to this Agreement shall be promptly destroyed, with written confirmation of such destruction provided to Owner.
G.	Recipient acknowledges that Owner is neither responsible for the accuracy or completeness of, nor liable for any business decisions made by Recipient in reliance upon, any disclosures between Owner and Recipient except as may be set forth in a separate written agreement between them.  
H.	Neither party hereto nor its Agents or Advisors shall publicize or disclose beyond those persons to whom Confidential Information may be disclosed hereunder the discussions to which this Agreement relates without the prior written consent of the other party unless advised by counsel that such disclosure is required by law.  If either party is so advised by counsel, it shall notify the other party promptly and to the extent practicable consider any comments such party may offer regarding the proposed disclosure.
I.	Each party acknowledges that money damages would not be a sufficient remedy for any breach of this Section 10 by it or its Agents or Contractors and that the other party shall be entitled to equitable relief, including but not limited to injunctive relief and specific performance, as a remedy for any such breach.  Such remedies shall not be deemed to be the exclusive remedies for a breach by a party or its Agents or Contractors of this Section 10, but shall be in addition to all other remedies available at law or equity to the other party.  The prevailing party shall be entitled to recover its reasonable legal fees from the other party incurred in an action to enforce the provisions of this Section 10.

11.	Assignment

No assignment of this Agreement by either party, or delegation of the performance of the duties of either party hereunder, shall be valid without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party shall have the right to assign, without consent of the other party, this Agreement and delegate the obligations for which provision is made in this Agreement to any corporate affiliate or successor by way of merger or consolidation or the acquisition of substantially all of the business relating to the subject matter of this Agreement so long as such successor is financially capable of assuming all of the rights and obligations and liabilities of such party under this Agreement.

12.	Trademark Usage

You shall not, without written consent of Ingram Micro, use Ingram Micro and/or Ingram Micro’s vendor’s  trademarks, service marks, trade names, logos or other commercial or product designations, for any purpose, including, but not limited to, use in promotions, advertisements or exhibitions, except that You may refer to Services in sales proposals and other sales materials used in connection with the solicitation of purchases by You pursuant to Section 2 of this Agreement.

13.	General

A.	Neither party shall be liable by reason of any failure in performance of this Agreement in accordance with its terms if such failure arises out of causes beyond the reasonable control of such party.  Such causes may include, but are not limited to, acts of the other party, unavailability of communication facilities, acts of God, acts of the public enemy, acts of civil or military authority, fires, strikes, governmental priorities, unavailability of energy sources, delay in transportation, riots or war.

B.	Except as otherwise provided herein, all notices shall be in writing and deemed given upon:  (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a claim. Notices to You will be sent to Your email address that Ingram Micro has on file. It is important that You address is up to date. Notices to Ingram Micro must be sent to:

Email:	IMCloudServiceDesk@cloud.im; and
		Address:	Ingram Micro Legal Department
				3351 Michelson Drive, Suite 100
				Irvine, CA 92612-0697

C.	The failure of either party to enforce at any time or for any period of time the provisions of this Agreement shall not be construed as a waiver thereof or of its right thereafter to enforce each and every provision hereof.

D.	Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of Reseller and Ingram Micro and their representatives, successors and assignors expressly permitted in this Agreement.

E.	Each party represents to the other that the person executing this Agreement has full power and authority to do so on behalf of the party indicated.

F.	This Agreement shall be entirely non-exclusive.  Nothing contained in this Agreement shall prohibit You or Ingram Micro from entering into any similar arrangements or any other referral or joint marketing arrangement of any nature whatsoever with any other person or entity.

G. 	This Agreement shall be governed by the Laws of the State of California without regard to its conflict of law rules.

H.	This Agreement constitutes the entire and only agreement between the parties respecting the subject matter hereof, and any agreement, representation, promise or condition in connection therewith not incorporated herein is superseded hereby.  This Agreement shall not be effective or binding upon either party until signed on its behalf by its authorized representative.  No modification, extension, renewal, ratification, rescission, discharge, waiver, or termination of this Agreement, or of any of the provisions herein contained, shall be binding upon either party unless made in writing and signed by both parties.

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