Additional Terms and Conditions for Ingram Micro IaaS Managed Service Subscriptions

The following additional terms and conditions apply to Your order of Ingram Micro (“Vendor”) IaaS Managed Services (“ Services”) subscriptions.

1. Term and Termination

   Services start once provisioned through the marketplace. You may cancel the Services through the marketplace so long as no Service commitments are active hereunder (i.e. one or more of Your customers are employing any active Services). You may only terminate the Service if there are no existing term commitments for Services. 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 commitment periods as outlines in the order process and that appear on the Site. Services will not automatically renew.

2. Fees

   You agree to pay the fees and charges for the Services as outlined in the order process and that appear on the Site, as may be amended from time to time. If You or Your customer exceeds the usage limits applicable to the Service subscription, You agree to pay for the fees and charges for such over usage. For any extension of a subscription term or the provisioning of a Service upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by You and Ingram Micro. Ingram Micro, may, from time to time in its sole discretion, change the fees it charges for the Service. Any increase in the fees will take effect at the beginning of the new 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. Territory Restriction

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

4. Terms of Sale & Terms of Use

   All purchases are subject to the sales terms 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.

   The Services are provided by the Ingram Micro. Ingram Micro’s terms of service available at https://us.cloud.im/legal/im-iaas-managed-services-tos.aspx/ will apply to Your customers’ use of the Services (“Terms of Service”). You covenant, represent and warrant that You will present the Terms of Service to each of Your customers and obtain their enforceable agreement to the Terms of Service before permitting them to order, access or use the Service. 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 Terms of Service. You will track and record acceptance by Your customers of the Terms of Service 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 Services and You and Your customers’ use of the Services after any such modification will be deemed acceptance of such modification.