Additional Terms and Conditions for IBM Spectrum Scale Service Subscriptions

 

The following additional terms and conditions apply to Your order of IBM’s (“Vendor”) Spectrum Scale (“Services”) subscriptions and to the use of such Services by You and Your customers.

 

  1. Term and Termination

    Services start once provisioned and will continue for the selected term commitment. You may not cancel subscriptions before the end of the applicable term commitment. If You or Your customer terminates its use of a Service prior to the expiration of the term commitment for the selected Service, You will remain responsible to Ingram Micro for all remaining and accrued charges for such Service pursuant to the selected term commitment.

    Services are available for minimum commitments of one (1) month. Services will auto renew for an additional one month period, unless You cancel the Services fifteen (15) business days prior to the expiration of the term commitment for the selected Service.

  2. Fees

    The fees payable to Ingram Micro for the Services (“Fees”) are outlined in the ordering process, set forth in Your control panel in the Site and/or as provided to You in writing by an Ingram Micro sales representative. If applicable, discount schedules will be provided in writing by an Ingram Micro sales representative.

    You agree to pay the Fees for the Services. If You or Your customer exceeds the usage limits applicable to the Service subscriptions, You agree to pay for all fees and charges applicable for such over usage which will be considered part of the Fees.

    Ingram Micro, may, from time to time in its sole discretion, change the Fees. Any increase in the Fees will take effect for new Service subscriptions and at the beginning of the next subscription term (e.g., for subscription renewals or extensions). Ingram Micro will notify You of any Fee changes by updating the Site, by sending notice by e-mail or regular mail, or by otherwise notifying You as agreed in writing.

  3. Territory Restriction; Export

    You may only resell and/or market the Services in the United States.

    You and Your customers warrant that they: (a) will comply with import, export, and economic sanction laws and regulations, including those of the United States that prohibit or restrict the export, re-export, or transfer of products, technology, services, or data, directly or indirectly to or for certain countries, end uses, and end users; and (b) will secure all necessary clearance requirements, export and import licenses and exemptions and make all proper filings.

  4. Support

    Ingram Micro, its affiliates and/or their subcontractors will provide You with technical support for the Services. Your requests for support should be submitted directly to Ingram Micro and not to Vendor.

    Vendor will provide all support to Your customers for the Services as per the SD (defined below).

    Vendor is not responsible for and disclaims all liabilities for any claims related to any technical support provided by You, Ingram Micro, its affiliates, and/or their subcontractors.

  5. Terms of Sale & Terms of Use

    Unless otherwise agreed to in writing signed by You and Ingram Micro, all orders are subject to the sales terms set forth in the General Terms of Service posted in the marketplace and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace. Capitalized terms used but not defined herein have the meaning given to that term in the General Terms of Service.

    The Services are provided by the Vendor. The “IBM End User Agreement” is comprised of the following:

    1. The Cloud Services Agreement, which can be found at: https://www-05.ibm.com/support/operations/zz/en/terms.html
    2. The attached Service Description (“SD”) Link referenced may be superseded by a more recent SD after this contract is executed. The latest version of the published SD will be the SD of record.

    The IBM End User Agreement applies to Your customers’ use of the Services. You covenant, represent and warrant that You will present the IBM End User Agreement to each of Your customers and obtain their enforceable agreement to the IBM End User Agreement before permitting them to access or use the Services. You covenant, represent and warrant that no subscription for the Services will be activated for or used by Your customers before the customer agrees to the IBM End User Agreement. You will track and record acceptance by Your customers of the IBM End User Agreement and will provide such information to Ingram Micro upon request.

    Unless otherwise agreed to in writing signed by You and Ingram Micro: (a) Ingram Micro may at any time modify these terms and conditions; (b) You must regularly monitor the Site for any such modifications and must notify Your customers of any such modifications that affect them or their use of the Services; (c) the modified terms and conditions will be effective immediately after it is posted on the Site; and (d) Your order and resale of the Services and You and Your customers’ use of the Services after any such modification will be deemed acceptance of such modification.