Ingram Micro IaaS Cost Optimization Services Terms of Service

Last Updated: March 18, 2019

These Ingram Micro IaaS Managed Services Terms of Service (the “Terms of Service”) govern Customer’s use and receipt of the Services. “Customer” means the contracting party and its authorized users and recipients of the Services (as defined below).

BY ORDERING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES TO THESE TERMS OF SERVICE AND CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND TO LEGALLY BIND ITS AUTHORIZED USERS AND RECIPIENTS OF THE RECIPIENTS OF THE SERVICES TO THESE TERMS OF SERVICE. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, NEITHER CUSTOMER OR ITS AUTHORIZED USERS OR RECIPIENTS MAY USE THE SERVICES.

The terms and conditions in any Schedules referenced in these Terms of Service are incorporated herein by reference. In the event of a conflict or inconsistency between any term in any Schedule and the terms of these Terms of Service, the terms of these Terms of Service will govern. All references to these Terms of Service include reference to the terms and conditions in any such Schedules.

CUSTOMER IS NOT PERMITTED TO USE THE SERVICES UNLESS IT ACCEPTS THESE TERMS OF SERVICE.

1. IAAS COST OPTIMIZATION SERVICES
   THE SERVICES. Ingram Micro’s IaaS optimization services are described below in Schedule A (the “Services”).
   PROVISION OF SERVICES. Subject to the terms and conditions of these Terms of Service, Ingram Micro will use commercially reasonable efforts to perform the Services according to service levels and/or performance metrics specified therein, if any (collectively, the “Service Levels”). Customer will contribute the personnel and other resources as reasonably required for Ingram Micro’s provision of the Services. Anything not specifically described as in-scope in Schedule A will be considered out-of-scope and will not be included in the Services.
   
   RESTRICTIONS ON USE OF THE SERVICES. Customer may not use or otherwise access the Services in a manner that exceeds its authorized use. If Customer exceeds its authorized use of the Services, then, Customer will promptly notify Ingram Micro and immediately: (a) disable or correct impermissible use; or (b) purchase additional Services to correspond to actual use. Customer agrees that it regularly review its use of the Services and will provide Ingram Micro with assistance sufficient to verify its compliance with these Terms of Service. Ingram Micro may suspend or terminate Customer’s access to the Services immediately upon non-compliance identified in such review, in addition to exercising any other rights or remedies Ingram Micro may have at law or in contract.
   
   
2. OWNERSHIP; RESTRICTIONS
   OWNERSHIP. Ingram Micro is not transferring to Customer or any other party any intellectual property rights, title, discovery, improvement, or proprietary rights related to the Services or the deliverables provided to Customer as part of the Services (the “Deliverables”). All intellectual property rights, data, copyrights, registrations, reports, or any works of authorship developed in performance of the Services or any documentation relating to the operation and use of the Services made available by Ingram Micro during its provision of the Services (the “Documentation”) will be the sole property of Ingram Micro or its licensors. For the avoidance of doubt, the “Deliverables” include the Documentation, and all intellectual property rights associated with any and all aspects of the Services and Deliverables will remain the sole property of Ingram Micro without exception. Without limiting the generality of the foregoing, all Deliverables are non-exclusive and may be provided by Ingram Micro to any or all Ingram Micro customers at the sole discretion of Ingram Micro.
   
   LICENSE TO DELIVERABLES AND DOCUMENTATION. Ingram Micro hereby grants Customer a limited, nonexclusive, non-assignable, and nontransferable right during to access and use the Deliverables for the sole purpose of using the Services as permitted in accordance with these Terms of Service.
   
   THIRD PARTY MATERIAL. Any third party material (“Third Party Material”) in the Deliverables including, without limitation, any third party software, services, systems, documentation or components, are not licensed by Ingram Micro and Ingram Micro takes no responsibility for any such Third Party Material. Customer will license Third Party Material directly from the owners and/or licensors of such material prior to using any Deliverables. If Customer orders Third Party Material from Ingram Micro, such orders will be governed by separate written agreements between Ingram Micro and Customer.
   
   
3. ACCEPTANCE OF SERVICES
   Within ten (10) business days of Ingram Micro’s completion of the milestones specified Schedule A and delivery of the applicable Deliverables to Customer, Customer will provide Ingram Micro with written notice of its acceptance or rejection of the Deliverable. Customer’s failure to respond within such ten (10) day period will constitute acceptance. If Customer rejects the Deliverables, Ingram Micro will use commercially reasonable efforts to correct the identified deficiencies in the Deliverables. Customer will then have seven (7) days to retest the Deliverables after Ingram Micro has notified Customer that it has completed the corrections. Customer’s failure to respond within such seven (7) day period will constitute acceptance. This process will continue for no more than three (3) times or until Customer notifies Ingram Micro of its acceptance or the Deliverables are otherwise deemed accepted, as set forth herein. If there is no acceptance after the third (3rd) time, the parties agree to negotiate in good faith to agree on a solution which is mutually acceptable to both parties. Notwithstanding anything to the contrary in these Terms of Service, if Customer uses the Deliverables in, or to enable, a production or commercial environment (e.g., “go live” with or using the Deliverables) without a written acceptance, Customer will be deemed to have accepted all Deliverables on the first date of such use of the Deliverables.
   
   
4. CONFIDENTIALITY
   CONFIDENTIALITY OBLIGATIONS. Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under these Terms of Service, all proprietary or confidential information disclosed or made available by the other party pursuant to these Terms of Service that, if disclosed in written or tangible form, is labeled confidential or proprietary, or if disclosed in oral or intangible form, is identified as confidential or proprietary at the time of disclosure or should be understood to be confidential by a reasonable person under the circumstances (“Confidential Information”). In the case of Ingram Micro, all proprietary or other information relating to the Services disclosed or made available by Ingram Micro will be deemed Confidential Information of Ingram Micro, whether or not so labeled or identified. The receiving party will protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. The Confidential Information will only be disclosed to the receiving party’s employees and contractors who are bound by obligations of confidentiality and non-use no less restrictive than these Terms of Service.
   
   EXCEPTIONS. These obligations will not apply to information which is publicly available other than through unauthorized disclosure by the receiving party, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained by the receiving party from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed by the receiving party (in which case such party must use its best efforts to give the disclosing party notice of the requirement so that disclosure can be contested by the disclosing party and receiving party agrees to seek to obtain (or to cooperate with disclosing party in obtaining) confidential treatment of such information.
   
   
5. RESTRICTIONS; RESPONSIBILITIES; ASSUMPTIONS
   RESTRICTIONS. Except as expressly provided herein, Customer must not (and must not permit others to): (a) license, sublicense, sell, resell, rent, lease, loan, transfer, distribute, time share or grant a security interest in the Services or the Deliverables or make any of them available for access by third parties, including without limitation, in the manner of a service bureau or hosted application; (b) create derivative works based on or otherwise modify the Services or the Deliverables; (c) access the Services or the Deliverables in order to develop a competing or similar product or service; (d) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs using the Services or the Deliverables; (e) use the Services to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the express permission of the owner; (f) use the Services to cause physical injury to the property of another; (g) use the Services to violate any applicable laws; (h) use the Services to temporarily or permanently remove, copy, add, modify, halt or disable any computer data, computer programs or computer software from a computer or computer network without authorization; (i) use the Services to cause a computer to fail or malfunction, regardless of how long the failure or malfunction persists; or (j) access the Services by any means other than through the interface provided by Ingram Micro.
   
   CERTAIN RESPONSIBILITIES. Customer is responsible for, without limitation, the following: (a) collaborating with Ingram Micro on the successful completion of the Services; (b) the Customer responsibilities described in Schedule A; (c) the lawfulness of Customer’s acts and omissions; (d) using encryption and security features, if and when made available to Customer, for any Customer data containing sensitive information; (e) using the Services within the permitted scope and only in accordance with the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which Ingram Micro authorizes the use of the Services; (f) using the Services only in accordance with the Documentation; and (g) ensuring that all of the information Customer provides or makes available to Ingram Micro while using the Services is up to date and accurate at all times.
   
   ACCESS. In order for Ingram Micro to provide the Services, Customer will ensure that Ingram Micro or its designated representative has reasonable remote access to the servers and systems required for its provision of the Services, and Customer is solely responsible for obtaining any and all authorizations and third-party permissions and consents for such access. If Customer has not provided all necessary information to Ingram Micro, or Ingram Micro is otherwise denied or delayed access or information by Customer, then Ingram Micro will be excused, without liability, from performing any further Services. Such failures on Customer’s part will not relieve Customer from its payment obligations to Ingram Micro. Customer acknowledges that a delay caused by Customer’s failure to provide information or accessibility required for Ingram Micro to provide the Services may result in delays and additional costs for the Services, for which Customer will be liable. ASSUMPTIONS. The assumptions described in Schedule A are agreed to between Customer and Ingram Micro and apply to Services and Deliverables provided by Ingram Micro.
   
   
6. TERM AND TERMINATION The term, including any renewal term, for the Services will be that set forth in the system at the time the Customer places its order for the Services.
   If Ingram Micro determines, in its sole and absolute discretion, that Customer may have used the Services in an unauthorized manner or otherwise breached these Terms of Service, Ingram Micro may in its discretion temporarily or permanently prevent Customer from using the Services, cancel the Services without a refund and, if appropriate, pursue legal action against Customer. In addition, Customer may be subject to civil or criminal penalties and/or injunctive relief.
   
   Ingram Micro may also terminate these Terms of Service and any Service at any time for any reason, or no reason for convenience, without providing any advance notice to Customer and without incurring any liability.
   
   Any provision of these Terms of Service required by its construction or that by their nature should apply beyond their terms will survive termination, including, but not limited to, the confidentiality obligations, the warranty disclaimer, the indemnity provisions, the limitations of liability and term and termination.
   
   
7. AMENDMENT
   Ingram Micro may at any time modify these Terms of Service, or any part thereof, or may impose new conditions to use of the Services. Except as otherwise stated herein, any modification to these Terms of Service shall be effective immediately after it initially is posted on the legal page of the Site . Use of the Services after any such modification will be conclusively deemed acceptance of such modification. If any modification is unacceptable to Customer, Customer may terminate the Terms of Service, subject to the terms and conditions contained herein. These Terms of Service may not otherwise be amended except in writing signed by Customer and by an authorized representative of Ingram Micro.
   
   
8. PRIVACY
   PERSONAL DATA. Customer and Ingram Micro acknowledge and agree to comply with the applicable data protection and privacy legislation (“Data Protection Laws”). In this regard, Customer and Ingram Micro agree to comply with the applicable Data Protection Laws when using, handling, disclosing, transferring, sharing or processing in any way Personal Data (as defined in the Privacy Statement referred to below). Customer and Ingram Micro acknowledge and agree that all Personal Data shared and processed by and between the parties is considered confidential Information and subject to the confidentiality obligations in these Terms of Service. With respect to any and all data, including, but not limited to Personal Data, Customer represents and warrants that: (a) Customer is the Data Controller (as defined under Data Protection Laws) of all Personal Data provided to Ingram Micro, whereas Ingram Micro is a Data Processor (as defined under Data Protection Laws) of such Personal Data; (b) all such Personal Data is Customer’s sole property or has been provided by Customer to Ingram Micro in accordance with Customer’s privacy policy and Data Protection Laws; and (c) Customer has obtained all necessary consents required to transfer the Personal Data to Ingram Micro, including outside the European Economic Area.
   
   DATA PRIVACY. Subject to Data Protection Laws, Ingram Micro may provide the Services from any Ingram Micro or Ingram Micro partner facility anywhere in the world (including, without limitation the USA) and may, at any time, transfer the provision of the Services from one Ingram Micro or Ingram Micro partner facility to another.
   
   PRIVACY STATEMENT. Ingram Micro’s collection, use, storage, processing, disclosure and deletion of Personal Data (as defined in the Privacy Statement) provided by Customer is governed by the privacy statement located at Privacy Statement or such other place as may be updated by Ingram Micro from time to time (“Privacy Statement”).
   
   
9. INDEPENDENT DEVELOPMENT
   Ingram Micro may develop, license, resell, market or distribute products or services that perform the same or similar functions as, or otherwise compete with, Customer’s business. Except as otherwise agreed in writing by Ingram Micro, Ingram Micro will be free to use any information, suggestions or recommendations Customer provides to Ingram Micro through the Services or otherwise pursuant to these Terms of Service for any purpose, subject to any applicable patents or copyrights.
   
   
10. NO WARRANTY; DISCLAIMERS
    TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
    
    INGRAM MICRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE REGARDING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THIRD PARTY SERVICES AND SOFTWARE, IF ANY, ARE PROVIDED AS-IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED; ANY WARRANTY FOR THIRD PARTY SERVICES AND SOFTWARE ARE PROVIDED, IF AT ALL, BY THE THIRD-PARTY VENDOR FOR SUCH SERVICES AND SOFTWARE.
    
    INGRAM MICRO MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICES OR THE DELIVERABLES WILL COMPLY WITH APPLICABLE LAWS.
    
    
11. INDEMNIFICATION
    Customer agrees to defend, indemnify and hold harmless Ingram Micro, its affiliates, and their respective directors, officers, shareholders, employees, agents, licensors and advisors (“Indemnified Parties”), from and against any claim, demand, liability, damage, losses, judgments, suit, action, or cause of action, costs and expenses (including, without limitation, reasonable legal fees) arising directly or indirectly out of or relating to: (a) Customer’s use of the Services; (b) Customer’s breach of any provision of these Terms of Service; (c) Customer’s publication or use of Content that infringes the intellectual property rights of any third party, including, but not limited to, patent, copyright, and trade secret rights; (d) any action taken by Ingram Micro in investigating a suspected violation of these Terms of Service or as result or finding that a violation has occurred; and (e) costs associated with document production, depositions, interrogatories and related demands arising out of private third party, governmental or regulatory claims in connection with Customer’s use of the Services to the extent Ingram Micro is not a target.
    
    Customer will not settle any claim against the Indemnified Parties unless such settlement completely and forever releases the Indemnified Parties with respect thereto or unless the Indemnified Parties provide their prior written consent to such settlement. In any action that Customer provides defense on behalf of the Indemnified Parties, the Indemnified Parties may participate in such defense at its own expense by counsel of its choice.
    
    
12. LIMITATION OF LIABILITY
    CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY). CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER.
    
    CUSTOMER AGREES THAT THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO CUSTOMER FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING UNDER THESE TERMS OR FROM ANY OF INGRAM MICRO OR AFFILIATE POLICIES OR THE USE OF THE SERVICES IS LIMITED TO USD $100.
    
    
13. GOVERNING LAW; ARBITRATION
    GOVERNING LAW. These Terms of Service are governed by and construed in accordance with the laws of the State of California, USA, not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms of Service.
    
    For all disputes based upon, arising out of, or in any manner connected with these Terms of Service, their breach, or any of the transactions contemplated by these Terms of Service, or further agreements resulting therefrom, if the parties’ attempt to settle a dispute informally is not successful, it will be settled in English by binding arbitration in Orange County, California in accordance with the AAA Rules. Each party will bear its own expenses and will share equally in fees of the arbitrator(s). If the value of the dispute is under USD 5 million, a single arbitrator will be selected by the parties from the candidate pool. If the value of the dispute is over USD 5 million, a three (3) arbitrator panel will be selected by the parties from the candidate pool. The parties will provide each other with all requested documents and records related to the dispute in a manner that will minimize the expense and inconvenience of both parties. Discovery will not include depositions or interrogatories except as the arbitrators expressly allow upon a showing of need. The parties and arbitrator(s) will be guided in resolving discovery disputes by the Federal Rules of Civil Procedure. If disputes arise concerning discovery requests, the arbitrators will have sole and complete discretion to resolve the disputes. The parties agree that time of the essence principles will guide the hearing and that the arbitrator(s) will have the right and authority to issue monetary sanctions in the event of unreasonable delay. The arbitrator(s) will deliver a written opinion setting forth findings of fact and the rationale for the award within thirty (30) days following conclusion of the hearing. The award of the arbitrator(s), which may include legal and equitable relief, but which may not include punitive damages (except with respect to a claim for indemnification for a third-party claim that may have included such types of damages) to the extent awarded, will be final and binding upon the parties, and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction. In addition to award the arbitrator(s) will have the discretion to award the prevailing party all or part of its attorneys’ fees and costs, including fees associated with arbitrator(s), if the arbitrator(s) determines that the position taken by the other party on material issues of the dispute were without substantial foundation. These Terms of Service will control if there is a conflict between these Terms of Service and the AAA Rules.
    
    
14. GENERAL PROVISIONS
    ASSIGNMENT. Customer may not assign its rights or obligations, whether by operation of law or otherwise without Ingram Micro’s prior written consent, and any such act by Customer will be void. Ingram Micro may assign these Terms of Service without Customer’s consent.
    
    NOTICE. 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 Customer will be sent to Customer’s email address that Ingram Micro has on file. It is important that Customer’s address is up to date. Notices to Ingram Micro must be sent to:
    
    Email: imcloud-iaas-gs.managed@ingrammicro.com
    
    and
    
    By mail to the following address:
    Ingram Micro Inc.
    3351 Michelson Drive,
    Suite 100, Irvine, CA 92612-0697
    United States of America
    Attn: VP, Associate General Counsel
    
    FORCE MAJEURE. Ingram Micro will not be liable or responsible to Customer, nor be deemed to have defaulted under or breached these Terms of Service, and will be excused from performance in the event of any failure or delay in fulfilling or performing any provision of these Terms of Service or its performance of the Services, when and to the extent such failure or delay is caused by or results from acts beyond Ingram Micro’s reasonable control, including without limitation: domain name server or instant messaging issues, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts or omissions of Customer, its affiliates or any third party, trespassing, sabotage, theft or other criminal acts, by requirement of law, regulation, order or other governmental action, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions.
    
    NO WAIVER. Ingram Micro will not be considered to have waived any of its rights or remedies described in these Terms of Service unless such waiver is in writing and signed by an authorized representative of Ingram Micro. No delay or omission by Ingram Micro in exercising Ingram Micro rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy by Ingram Micro will not preclude further exercise of any other right or remedy. Ingram Micro’s failure to enforce the strict performance of any provision of these Terms of Service will not constitute a waiver of Ingram Micro’s right to subsequently enforce such terms and conditions.
    
    RELATIONSHIP OF THE PARTIES. Customer and Ingram Micro are independent contractors to each other. Nothing in these Terms of Service will be interpreted to create a partnership, joint venture, agency, fiduciary or trustee relationship. Customer will not have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of Ingram Micro. Ingram Micro may at any time subcontract any or all of Ingram Micro obligations hereunder to any third party.
    
    CONSTRUCTION. The Services will be provided in the English language unless agreed otherwise. The parties confirm that they have requested that the Terms of Service and all related documents be drafted in English at the express wishes of the parties.
    
    ENTIRETY. These Terms of Service, together with any referenced terms, conditions and policies, are the final and entire agreement between Customer and Ingram Micro and supersede all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations.
    
    
15. DEFINITIONS
    Following terms, when capitalized, will have the meanings defined below.
    
    “Ingram Micro” means the party outlined as follows:

“Site” means the Site listed in the chart in the definition for Ingram Micro above.

SCHEDULE A

DESCRIPTION OF INGRAM MICRO’S IAAS COST OPTIMIZATION SERVICES

Last Updated: March 9, 2019

Customer Responsibilities

Both Customer and Ingram Micro are responsible for collaborating on the execution of the Services. Customer agrees to cooperate with Ingram Micro to help ensure that the Services are successfully completed. Customer agrees it is responsible for the following:

1. Prior to the start of the services engagement, Customer will indicate to Ingram Micro in writing a person to be the single point of contact, according to project plan, to help ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the “Customer Contact”). Failure to do so might result in an increase in scope and/or duration in scheduling.
2. Customer will provide technical points-of-contact, (“Technical Contacts”), who have a working knowledge of the environment in scope for the Services. Ingram Micro may request that meetings be scheduled with Technical Contacts.
3. The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer’s organization and resolving conflicting requirements.
4. The Customer Contact will ensure that any communication between Customer and Ingram Micro, including any scope-related questions or requests, are made through the appropriate Ingram Micro representative.
5. The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service.
6. The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations.
7. The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time.
8. Customer may be responsible for developing or providing documentation, materials and assistance to Ingram Micro and agrees to do so in a timely manner. Ingram Micro shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer’s failure to provide such timely documentation, materials and assistance.
9. Customer will inform Ingram Micro of all access issues and security measures and provide access to all necessary hardware and facilities.
10. Customer is responsible for providing all hardware, software, internet access, and facilities for the successful completion of the Services.
11. Customer agrees to provide access to the environment to install data collection agent software (the “Data Collection Agent”) or Customer will install the Data Collection Agent themselves under the guidance and support of Ingram Micro. The Data Collection Agent is Third Party Material.
12. Customer is to provide outbound internet over Secure Socket Layer (SSL) 443 and Secure Shell (SSH) to transfer historical data; this can be via a proxy server to reduce outbound access.
13. Customer will complete a backup of all existing data, software and programs on all affected systems prior to and during the delivery of this Service. Customer should make regular backup copies of the data stored on all affected systems as a precaution against possible failures, alterations, or loss of data.

APPENDIX –A

Ingram Micro IaaS Cost Optimization service is offered as 2 types. Basic service or Advisory service. Below is a description of the services.

Basic Service (Azure/AWS)

The Basic service is a free service offered to Ingram Micro resellers only. This service provides the reseller access to the cost management portal for free of cost when cloud consumption is via Azure CSP or AWS Master payer accounts where Ingram is the billing of record.

Scope of service:

1. Reseller access to Cost Management Portal is requested via the Ingram Cloud Marketplace
2. Reseller/End Customer can only utilize Azure/AWS Cloud consumption through Ingram Micro
3. Does not include access to Security & Compliance module**
4. Onboarding session offered by Ingram Micro to the partner on the Cloud Management Platform.
5. Reseller is responsible for assisting their end customers with CloudCheckr training, billing and cost optimization
6. Reseller has access to the following modules on Cost Management Portal

• Cost & Expense Management
• Asset Inventory
• Resource Utilization
• Self-Healing Automation

Advisory Services (Azure/AWS)

Advisory services are a good fit for reseller/end-customer that requires an AWS/Azure certified expert to provide best practices for cost optimization by focusing on the following areas (5) mentioned below. The advisory services are performed as a onetime assessment on the cloud infrastructure that typically lasts for 2 weeks followed by a report that outlines the recommendations.

Scope of Service:

1. Analyzing Cloud Cost
   • Identify key cloud cost contributors: Perform analysis on billing and usage data and provide a report on key services utilized and contributions to overall cost.
   • Analyze workload usage patterns: Detect usage trends for each of the services utilized on the public cloud, paying special attention to the key cloud cost contributors. Then, collect metrics like CPU, memory, disk/storage, etc.
   • Compare cloud usage against spend: Identify optimization opportunities by investigating if the services utilized justify the cloud spend
   • Identify over provisioned and orphaned storage: Identify over provisioned resources, and optimizations in the storage area by identifying orphaned snapshots and volumes, lack of lifecycle policies for S3, etc.
   • Identify unused and underutilized resources: Check for any unused resources by working with customer to understand the application stack and performance requirements of the application by analyzing the resources utilized.
     
     
2. Recommendations on Optimizing Cloud Spend
   • Perform Clean up: Once unused resources are identified, initiate the clean-up process. To be safe, consider taking backups of some resources beforehand.
   • Scale down underutilized resources: Based on your usage patterns, slowly scale down resources to the next smallest size, ensuring the size-down doesn’t impact application performance. Continue this exercise until your workload runs at its desired level.
   • Clean up old data or usage: Once old data is identified, take backups and/or clean up. Implement a lifecycle policy to ensure cost control and other issues don’t surface again.
   • Upgrade infrastructure with the latest generation resources: Azure/AWS keep optimizing their services to ensure security, performance, and cost are competitive; so, it’s wise to also optimize your infrastructure with those upgrades to stay on top
   • Leverage on-demand services: Plan to leverage services on-demand for workloads that don’t run in-production. Since development teams can’t work 24/7, it’s ideal to automate your start/stop workloads.
   • Consolidate accounts: When running services from AWS/Azure on multiple accounts, try to consolidate your accounts where applicable—most providers have a volume-based discounting pricing model that can help you optimize cost.
     
     
3. Capacity Planning
   • Baseline your infrastructure: While going through the analyze and optimize exercises, it’s possible to reach the baseline of your infrastructure, which you need to run any workload.
   • Separate the workloads: Based on the usage patterns and purposes of your workloads, separate them into different categories like stable, variable, long-term, and short-term.
   • Performance requirements: You may have workloads that need to scale out to meet performance requirements. Identify them and their capacity requirements. Performance and load testing may be recommended to better achieve savings.
   • Reserved Instances Planning: Once you’ve identified stable workloads for each environment, reserved instances can be purchased based on the recommendations provided. Reserved Instances are smarter financially if the capacity meets different pricing models.
     
     
4. Chargeback & Budgeting
   • Create business units: Provide recommendations on how to group Azure subscriptions/ AWS accounts by business units and utilizing tagging and alerting to notify the stakeholders
   • Create a budget and chargeback policy: Based on customers’ requirements, recommend a budget for each BU. Communicate the budgets to each BU owner, making sure they’re responsible for staying optimized and within budget.
     
     
5. Continuous Cloud Cost Governance
   • Set up billing alerts: Recommend configuration of alerts that automatically notify you of changes on your spend. When triggered, the alerts will notify you via email or other method to help you ensure your costs stay under control.
   • Get tagging: The Tag Rules report allows you to more easily enforce your tagging policy across your AWS deployment. You can create rules that will ensure your running resources contain specific tag keys and value
   • Automate: Provide recommendations on adopting infrastructure as code (IaC) can help maintain the consistency, visibility, and traceability of your infrastructure.
   • Re-evaluate architecture: As cloud is evolving with new services released frequently, recommendations will be provided if any possible architecture changes make sense.