Additional Terms and Conditions for
Ingram Micro Cloud Service Subscriptions (the “Agreement”)

The following additional terms apply to Your purchase of Ingram Micro Cloud Orchestrator (“IMCO Services”) and to the use of such IMCO Services by You and Your customers:

1. Term and Termination

   IMCO Services start once provisioned on the marketplace. You may cancel the Services through the marketplace so long as no IMCO Services commitments are active hereunder (i.e. You or one or more of Your Users are employing any active Services). You may only terminate the IMCO Services if there are no existing term commitments for IMCO Services. If You or a User terminates its use of a IMCO Services 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 IMCO Service pursuant to the selected term commitment.

   IMCO Services are available for minimum commitment of one (1) year. IMCO Services will auto renew for an additional one (1) year, unless You cancel prior to the end of the then current term.

2. Fees

   You agree to pay the fees and charges for the IMCO Services as outlined in the registration process and that appear on the Site, as may be amended from time to time. For any extension of a subscription term or the provisioning of a IMCO Services upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by the Parties. Ingram Micro, may, from time to time, in its sole discretion, change the fees it charges for the IMCO Services. Any increase in the fees will take effect at the beginning of User's next subscription term. Ingram Micro will notify You of any such changes by updating the Site or sending notice by e-mail or regular mail.

3. Terms of Sale and Service

   All IMCO Services are subject to the Ingram Micro general terms of service as set forth at https://us.cloud.im/legal and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such shall be for administrative purposes only and the parties agree that the governing terms and conditions shall be those set forth at https://us.cloud.im/legal unless otherwise agreed to in writing by Ingram Micro and You.

4. Terms of Use
   1. The IMCO Services are provided by Ingram Micro. All terms of use and/or services as established by Ingram Micro and as set forth herein shall apply, as applicable, to Your resale activity and to You and Your customers’ use of the IMCO Services (“Terms of Use”). You covenant, represent and warrant that You will present the Terms of Use to each of Your customers and obtain their enforceable agreement to the Terms of Use before permitting them to access or use the IMCO Services. You covenant, represent and warrant that no subscription for the IMCO Services shall be activated for or used by Your customers before the customer agrees to the Terms of Use. You will track and record acceptance by Your customers of the Terms of Use and will provide such information to Ingram Micro upon request.

      Ingram Micro may at any time modify these terms and conditions. You and Your customers must regularly monitor the Site for any such modifications. The modified terms and conditions will be effective immediately after it is posted on the Site. Your purchase and resale of the IMCO Services and You and Your customers’ use of the IMCO Services after any such modification will be deemed acceptance of such modification.

   2. IMCO Service Characteristics

      IMCO Services is a cloud hosted platform that provides provisioning orchestration functionalities across different infrastructure as a service (IaaS) Cloud Vendors (i.e. Microsoft Azure). Thus, the Reseller or the User can benefit from managing multiple IaaS Cloud Vendors from a single platform (IMCO Platform).

      Moreover, IMCO provides the following management capabilities:

       

      • VM Management
        • Delete existing VM
        • Stop existing active VM
        • Boot existing inactive VM
        • Create new VM in active IaaS Cloud Vendor subscription
      • Software Configuration Template
        • Add new software configuration template
        • Modify existing software configuration template
        • Delete existing software configuration template
      • Scripting Functionalities
        • Create new script
        • Modify existing script
        • Delete existing script
        • Assign existing script to software configuration template in three possible stages: boot time, operational time, shutdown time
        • Withdraw script from software configuration template
      • Firewall Capabilities
        • Create new firewall profile
        • Remove existing firewall profile
        • Add new allow TCP port to existing firewall profile
        • Remove existing allow TCP port from existing firewall profile
   3. IMCO Service Limitations
      • IMCO Services can only be used if existing active IaaS Vendor subscription exists in the customer account or if simultaneously purchased with an IaaS Vendor Subscription.
      • When the Reseller or the User executes a VM deletion transaction there is no possible recovery and all data stored in the VM will be permanently lost.
      • Customer is responsible for data backup and recovery.
      • WebConsole functionality will only be available if corresponding SSH keys are properly configured at VM provisioning time.
      • VM availability is not subject to the IMCO Services, IaaS Cloud Vendor SLA applies.
   4. Support

      Ingram Micro Cloud's General Terms of Service applies to IMCO Services regarding Support.

   5. Service Level Agreement

      Ingram Micro provides a IMCO Services Availability Uptime Guarantee of 99.9% (the "Uptime Guarantee") for the IMCO Services, calculated on a monthly basis.

      Ingram Micro has no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any IMCO Service suspension or downtime.

      Downtime caused by any of the events noted below will be excluded from IMCO Services calculations ("Excused Outages"):

      1. User environment issues affecting connectivity or interfering with the IMCO Services, including without limitation, user's connection to the Internet (i.e., problems with the User's Internet Service Provider, modem, cable, DSL or dial-up connection or other User Internet connectivity issues) or any other User software or equipment, User's firewall software, hardware or security settings, User's configuration of anti-virus software or anti-spyware or malware software, or operator error of User;
      2. Third party attacks, including without limitation, hacks, intrusions, distributed denial-of-service attacks or any other third party actions intended to cause harm to or disrupt the IMCO Services, or Ingram Micro's or its partners' servers;
      3. Issues related to any third party software or other third party suppliers used in conjunction with the IMCO Services (including Microsoft services);
      4. Force Majeure Events as described in Ingram Micro Cloud's General Terms of Service;
      5. Issues related to third party domain name system (DNS) or Domain Name registration errors or failures;
      6. Issues related to unavailability of a specific website, web service, web application, or remote connection for end-users resulting from the Ingram Micro Reseller's or users actions or third party actions when the service is otherwise deemed available by Ingram Micro including but not limited to changes in configuration, scripts or connections;
      7. Scheduled maintenance of the IMCO Services, conducted on a regular basis, which Ingram Micro will give Ingram Micro Reseller a minimum of 48 hours advanced notice by email or notification posted to the Ingram Micro Control Panel; and
      8. Emergency maintenance of the IMCO Services, not to exceed 4 hours in any month, for which Customer may not receive advanced notice.
   6. Related Terms and Conditions

      Since IMCO orchestrates services are hosted by a third party, the third party IaaS Cloud Providers Terms and Conditions apply:

      1. Azure: https://us.cloud.im/legal/azure-terms.aspx