Ingram Micro IaaS Managed Services Terms of Service

Last Updated: December 5, 2018

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 MIGRATION SERVICES
   THE SERVICES. Ingram Micro’s IaaS managed 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 MANAGED SERVICES

Last Updated: November 9, 2018

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.
    
    

Overview

The Services are designed to provide certain monitoring and operational management activities for the Customer’s cloud hosted infrastructure on AWS and Azure, using Information Technology Infrastructure Library (ITIL®) based methodologies.

The Cloud Managed services will be offered in 3 packages supporting different service levels:

1. Standard
2. Professional
3. Premium

Assumptions

In the delivery of these Services, Ingram Micro makes the following assumptions:

1. Ingram Micro will be provided with necessary Customer IT and business contacts to report any necessary information during the project.
2. Customer will respond in a timely manner to requests for information. Any delays may cause delays in the agreed to timeline
3. Project will begin approximately two weeks after the order is placed on the Ingram Micro cloud marketplace, or on a mutually agreeable date.
4. If there is a schedule delay not exclusively caused by Ingram Micro, or a change in scope or deliverables, there may be a price increase.

The “Standard” Service Offering

1. Scope of Work
   The Standard Support service level is designed for resellers and customers who want a standard 24x7 helpdesk for their Infrastructure on Cloud (AWS & Azure). Customers will get an SLA bound Incident Management, ticketing and Cost management for their cloud Infrastructure.

Service Management

Ingram Micro IaaS Managed Services team shall provide 24 x 7 Active Support

• Incident Management
  • Monitor incident queue in ticketing tool
  • Receive the incident and send acknowledgement to the initiator
  • Analysis of incident and provide root cause and resolution
  • Communicate with users
  • Co-ordinate with AWS/AZURE teams
  • Update ticketing tool with incident history
  • Shift hand-offs and co-ordination
  • Service Delivery Management

For details Refer Appendix C - Incident Management Process

Escalation Support

Ingram Micro IaaS Managed Services team will provide the escalation support for the incidents and issues related to AWS & Azure platform, OS & Database with respective cloud provider.

Service Level Agreement (SLA)

Below table summarizes the response SLAs for the Professional Package. Ingram Micro will meet the below SLAs for 95% of the tickets.

The Response and Resolution SLAs will be effective 1 week from the date that the first order is placed by the Customer.

Out of Scope Activities

• Ongoing Development or Application support (break fix, changes to source code)
  
  
• Problem Management and Root Cause Analysis
  
  
• Deployment of approved/non-approved software
  
  
• Application and Database installation and its services
  
  
• Renewal of subscription and third-party services

Cloud Services supported for Azure and AWS

The "Professional" Service Offering

Scope of Work

The Professional Support service level is designed for resellers and customers who want a standard 24x7 Managed services support for their Infrastructure on Cloud (AWS & Azure). Customers will get SLA bound Incident Management, Operating System (OS) and Services Monitoring, Fault Resolution & remediation, Automated ticketing and Monthly reports/views for their cloud Infrastructure.

Platform, Operating System (OS) & Services Monitoring

Provide Operating Systems administration services for Windows and Linux as Supported by AWS & Azure.

Ingram Micro IaaS Managed Services team will support below list of activities for Windows & Linux Operating Systems. Anything not mentioned in the table will be supported additionally by reasonable efforts basis.

• Support Customer with basic system knowledge related to User authentication, User management, Processing, File configuration, Storage, Access, Backup and Navigation through files.
• Network Communication Utilities (Linux - Ping, Finger, FTP, Telnet ; Windows - Ping, FTP, Telnet, tracert)
• Policy updates, Monitoring updates, Antivirus updates
• Manage security - Basic firewall and SELinux configuration.
• Create and configure file systems and file system attributes, such as permissions, encryption, access control lists, and network file systems
• Operational assistance, including booting into different run levels, identifying processes, starting and stopping virtual machines, and controlling services.}
• Configure storage using LVM, partitions and logical volumes
• Manage file system permissions for users and groups, create and apply policies.

Database Monitoring

Ingram Micro IaaS Managed Services team will provide Database monitoring services for below mentioned Databases on AWS & Azure VMs or Database as a service (RDS or Azure SQL)

URL Monitoring and Alerts

Ingram Micro shall provide

• Basic application URL monitoring for downtime and availability.
• Creating alerts and automated tickets in ITSM

Patching

Ingram Micro will monitor the Software updates on all the provisioned server, and make sure all the servers are updated with customer approved latest Patches.

Steps for the server patching process:

1. Ingram Micro will identify the latest customer approved patches to be deployed on the servers
2. Ingram Micro will open a change request for the Patching activity within the Maintenance window for the server. – (Refer Appendix –D : Change Management Process)}
3. Once change is approved, Ingram Micro will use below mentioned Tools/Services for patching the servers.
4. All the patched servers will be rebooted after the patching, and notification will be send to all the concerned stakeholders.
5. Change ticket is closed, with all the updates and communications.

Tools /Services Used:

For VMs hosted on Azure, Ingram Micro will leverage Azure Update Management for patching the servers. All the patching logs will be stored in Azure Log Analytics.

For VMs hosted on AWS, Ingram Micro will leverage AWS Systems Manager for patching your servers. Patching updates for the servers can be easily viewed in AWS patching manager.

Operating Systems (OS) Troubleshooting

• Ingram Micro will troubleshoot issues related to OS performance, Disk & File systems
• Configuration updates/additions/removals
• Software installation support for supported AWS EC2/ Azure VM instances
• Performance reviews
• System log analysis
• Network connectivity (in coordination with network administrators)
• Configuration, addition, removal, consolidation or file systems

AWS/Azure Platform monitoring and support

• Networking/Connectivity
  • Monitoring and validating that network connectivity is performing within limits against the pre-defined configurations, determined from dependency mapping or stated specifications.
  • Resolving issues and alerts associated to network connectivity. Some resolution efforts may require customer participation and support due to proximity of components and security features of their network.
  • Support is limited to networking components within customer’s AWS or Azure environment.
    
    
• Storage
  • Storage utilization monitoring.
  • Increase the disk size, IOPS, or change the disk type on AWS or Azure Cloud VMs
    
    
• Security
  • Security alert monitoring (VPC Flow logs, Network Watcher’s)

Identity & Access Management

Ingram Micro will perform the following basic identity and access management activities for customer AWS & Azure environment:

• Add and/or remove users to and from Security groups
• Resetting password as applicable
• Add and/or remove users to and from specific cloud resources, services and regions.
• Subscription Management

Service Management

Ingram Micro shall provide 24 x 7 Active Support

• Incident Management
  • Monitor incident queue in ticketing tool
  • Receive the incident and send acknowledgement to the initiator
  • Analysis of incident and provide root cause and resolution
  • Communicate with users
  • Co-ordinate with AWS/AZURE teams
  • Update ticketing tool with incident history
  • Shift hand-offs and co-ordination
  • Monitoring and reporting of Incidents
  • System Log Check
  • Service Delivery Management
  • Problem Management

For details Refer Appendix C - Incident Management Process

Change Management

Ingram Micro will perform not more than 10 Change requests per customer. System updates and upgrades will be executed after the change request incident is approved by Change Advisory Board (CAB).

Change tickets will be opened to do below changes in the Cloud Infrastructure environment

• Significant landscape configuration changes (such as NAT, Rules, Routes and access)
• Adding a new server EC2 or Azure VM.
• Upgrading Instance size
• Patching of servers.
• Updating VPC or VNet
• Other change management requests will be considered if time and effort falls within Change Management time allocation of 3 hours per request.

For details Refer Appendix D - Change Management Process

Escalation Support

Ingram Micro will provide the escalation support for the incidents and issues related to AWS & Azure platform, OS & Database with respective cloud provider.

Reporting

Monthly Health Report – Detailed report about number of tickets created for all the resources provisioned on cloud, including Virtual machines (Azure VM/EC2), Databases (SQL/RDS). Resource utilization i.e. CPU, Memory, Storage, Network I/O provisioned on to the cloud.

Service Level Agreement (SLA)

Below table summarizes the response SLAs for the Professional Package. Ingram Micro will meet the below SLAs for 95% of the tickets.

The Response and Resolution SLAs will be effective 1 week from the date that the first order is placed by the Customer.

** Resolution SLA clock will stop in case the issue is from the Cloud Platform side, where Ingram Micro need assistance from Cloud Provider (i.e. AWS or Microsoft Azure) to resolve the issue.

Out of Scope Activities

• Application level monitoring for the hosted applications.
• Backup & Disaster Recovery Management & Support.
• Application migration to cloud.
• Cloud (AWS & Azure) architecture and design for new projects or existing setup
• Any third party application /Software management & support.
• Support for advanced security (Firewall/IDS/IPS/Anti-virus) & compliance (SOX, GDPR,PCI DSS) audits
• Optimization of existing infrastructure.
  
  

Cloud Services supported for Azure and AWS

Ingram Micro will provide support for the following AWS & Azure services or resources for Professional Support service level.

The "Premium" Service Offering

Scope of Work

Premium Support provides tooling and access to human expertise, incorporating best practices and 24x7x365 operational support for Ingram Micro resellers and end customer’s cloud environment. Premium Support is for customers who need more of a comprehensive support experience, including everything from Professional Support, and additionally Capacity Analysis, Backup and Recovery, Storage Management, Monthly Operations view Proof of Concept Services Outline

Platform, Operating System (OS) & Services Monitoring

Ingram Micro shall support below list of activities for Windows & Linux Operating Systems, anything not mentioned in the table will be supported additionally by commercially reasonable efforts basis.

• Support Customer with basic system knowledge related to User authentication, User management, Processing, File configuration, Storage, Access, Backup and Navigation through files.
• Network Communication Utilities (Linux - Ping, Finger, FTP, Telnet ; Windows - Ping, FTP, Telnet, tracert)
• Policy updates, Monitoring updates, Antivirus updates
• Manage security - Basic firewall and SELinux configuration.
• Create and configure file systems and file system attributes, such as permissions, encryption, access control lists, and network file systems
• Operational assistance, including booting into different run levels, identifying processes, starting and stopping virtual machines, and controlling services.
• Configure storage using LVM, partitions and logical volumes
• Manage file system permissions for users and groups, create and apply policies.

Database Monitoring

Ingram Micro will provide Database monitoring services for below mentioned Databases on AWS & Azure VMs or Database as a service (RDS or Azure SQL)

URL Monitoring and Alerts

• Basic application URL monitoring for downtime and availability
• Creating alerts and automated tickets in ITSM

Patching

Monitor the Software updates on all the provisioned server, and make sure all the servers are updated with latest Patches.

Tools /Services Used:

For VMs hosted on Azure, Ingram Micro will leverage Azure Update Management for patching the servers. All the patching logs will be stored in Azure Log Analytics.

For VMs hosted on AWS, Ingram Micro will leverage AWS Systems Manager for patching your servers. Patching updates for the servers can be easily viewed in AWS patching manager.

Operating Systems (OS) Troubleshooting

Ingram Micro will troubleshoot issues related to

• OS performance, Disk & File systems
• Configuration updates/additions/removals
• Software installation support for supported AWS EC2/ Azure VM instances
• Performance reviews
• System log analysis
• Network connectivity (in coordination with network administrators)
• Configuration, addition, removal, consolidation or file systems
  
  

AWS/Azure Platform monitoring and support

• Networking/Connectivity
• Monitoring and validating that network connectivity is performing within limits against the pre-defined configurations, determined from dependency mapping or stated specifications.
• Resolving issues and alerts associated to network connectivity. Some resolution efforts may require customer participation and support due to proximity of components and security features of their network.
• Support is limited to networking components within customer’s AWS or Azure environment.
• Storage
• Storage utilization monitoring.
• Increase the disk size, IOPS, or change the disk type on AWS or Azure Cloud VMs
• Security
• Security alert monitoring (VPC Flow logs, Network Watcher’s)
  
  

Identity & Access Management

Ingram Micro will perform the following basic identity and access management activities for customer AWS & Azure environment:

• Add and/or remove users to and from Security groups
• Resetting password as applicable
• Add and/or remove users to and from specific cloud resources, services and regions.
• Adjust permissions to resources on Cloud environment.
• Assess connectivity to associated multi-factor authentication (MFA) and/or identity management solutions
• Subscription Management
• User Access & RBAC management
• Single Sign on & Multi-factor Authentication
  
  

Backup & Recovery

Backup & Recovery will be planned and executed based on the backup policy for each of the resources (VM, Database, Configuration), backup type (Incremental vs Full backup) and depending upon the data criticality

Tools/Services Used:

Azure backup service will be leveraged for Servers/Database hosted on Azure.

For AWS workloads snapshots based backup will be taken.

Disaster Recovery Support

Ingram Micro will support customer’s existing DR plan using cloud native services from Azure and AWS. It is assumed that customer has already tested their DR plan with required RTO (Recovery Time Objective) & RPO (Recovery Point Objective) for their application. Setting up of DR for customer environment will be available on time and material basis, and is currently not in scope.

Tools/Services used:

For Azure, Ingram Micro will leverage Azure Site Recovery (ASR) for DR execution.

For AWS, Ingram Micro will leverage CloudFormation script to run the continuous replication of data, failover and failback for the DR execution.

Storage Management

Data management policies will be implemented based on the requirement. Data security, transfer of backup from general-purpose storage to Archival storage, disk management are few of the tasks in Storage management.

The native Cloud storage type will be decided based on the data type as mentioned below.

• For VM disks – EBS and VM disks for AWS & Azure VMs respectively
• For Archival Storage –Glacier & Archival/Cool Blob storage for AWS & Azure respectively
• General Purpose – S3 & Blob storage for AWS & Azure respectively

Service Management

Incident Management

• Monitor incident queue in ticketing tool
• Receive the incident and send acknowledgement to the initiator
• Analysis of incident and provide root cause and resolution
• Communicate with users
• Co-ordinate with AWS/AZURE teams
• Update ticketing tool with incident history
• Shift hand-offs and co-ordination
• Monitoring and reporting of Incidents
• System Log Check
• Service Delivery Management
• Problem Management

For details Refer Appendix C - Incident Management Process

Change Management

Ingram Micro will perform not more than 10 Change request per customer. System updates and upgrades will be executed after the change request incident is approved by Change Advisory Board (CAB).

Change tickets will be opened to do below changes in the Cloud Infrastructure environment

• Significant landscape configuration changes (such as NAT, Rules, Routes and access)
• Adding a new server EC2 or Azure VM.
• Upgrading Instance size
• Patching of servers.
• Updating VPC or VNet
• Other change management requests will be considered if time and effort falls within Change Management time allocation of 3 hours per request.

For details Refer Appendix D - Change Management Process

Escalation Support

Ingram Micro will provide the escalation support for the incidents and issues related to AWS & Azure platform, OS & Database with respective cloud provider.

Reporting

Monthly Health Report – Detailed report about number of tickets created for all the resources provisioned on cloud, including Virtual machines (Azure VM/EC2), Databases (SQL/RDS). Resource utilization i.e. CPU, Memory, Storage, Network I/O provisioned on to the cloud.

• Quarterly Operations Review that contains
• A detailed report of all the Resources (VMs/ Database/Infrastructure services
• Statistics of incidents created
• SLA adherence report
• Changes performed in the quarter
• Patching status update.
• Security review of the cloud Infrastructure.

Service Level Agreement (SLA)

Below table summarizes the response SLAs for the Premium Package. Ingram Micro will meet the below SLAs for 95% of the tickets.

** Resolution SLA clock will stop in case the issue is from the Cloud Platform side, where Ingram Micro need assistance from Cloud Provider (i.e. AWS or Microsoft Azure) to resolve the issue.

The Response and Resolution SLAs will be effective 1 week from the date that the first order is placed by the Customer.

Out of Scope Activities

• Detailed Application level monitoring for the hosted applications.
• Disaster Recovery setup is out of Scope. Ingram Micro will support only the existing DR setup with RTO & RPO tested by customer
• Application migration to cloud.
• Application code deployment.
• Cloud (AWS & Azure) architecture and design for new projects or existing setup
• Any Security & Compliance audits.
• Any third party application /Software management & support.
• Support for advanced security (Firewall/IDS/IPS/Anti-virus) & compliance (SOX, GDPR,PCI DSS) audits
• Optimization of existing infrastructure.

Cloud Services supported for Azure and AWS

Ingram Micro will provide support for the following AWS & Azure services or resources for Premium Support service level.

The Response and Resolution SLAs will be effective 1 week from the date that the first order is placed by the Customer.

Appendix B

Customer onboarding Process

1. Customer can peruse through the Cloud Managed services detail in the Marketplace, and the service levels (Standard, Professional & Premium) which are provided by Ingram Micro for Cloud Managed services.
2. Ingram Micro will schedule a kickoff call with customer to help them on the onboarding process, and the list of prerequisite information required from the customer.

Cloud Infrastructure Onboarding to Monitoring Tool

To onboard Cloud Infrastructure for the Managed services, Ingram Micro need the below listed access for the platform.

For Azure Cloud Platform:

1. A user account on the Azure Subscription with Contributor role, to manage resources on Azure Cloud.
2. To integrate, Azure Subscription with Ingram Micro Monitoring tool, we need to create an Azure AD application & Service Principal and use Subscription ID, Client ID/Application ID, Tenant ID, Application Key. Follow below link from Microsoft to fetch these details:
   https://docs.microsoft.com/en-us/azure/azure-resource-manager/resource-group-create-service- principal-portal
3. A User account for administrative/root level privilege for Operating System (Windows/Linux)

For AWS Cloud Platform:

1. A user account on the AWS with AdministratorAccess role, to manage resources on AWS Cloud.
2. To integrate, AWS account with Ingram Micro Monitoring tool, we need Access Key ID and Secret access key of a user with Read only permissions for all AWS resources.
3. A User account for administrative/root level privilege for Operating System (Windows/Linux)

Access to monitoring tool:

For each Customer, Ingram Micro will give access to users (email ID) on the monitoring tool, so that they can monitor the performance of their Cloud Infrastructure for any issues.

Customer Support Readiness

There are three ways Customer can reach to Ingram Micro:

1. Toll-Free number: Ingram Micro will provide a Toll-free number during the kick-off call, which can be used to reach Ingram Micro support helpdesk for logging high priority P1 issue/ or getting any update on the P1 tickets.
2. Email ID: Customer can reach to email address provided during kick-off call for logging or getting an update on tickets for any issue in scope.
3. Ticketing Tool: Ingram Micro will need a list of users (email ID) from each Customer who will have access to the ticketing tool and can raise a new Service request/Incident or update an existing ticket for any concerns.

Major Incident Management

In case of any major issues (P1), Ingram Micro will open a bridge call for all the Infrastructure & application stakeholders to get regular update on the issue.

Ingram Micro need details (Email ID & Phone number) of the contact person from customer who will be the contact person for all the P1 related issues.

Incident Escalation Matrix

For any Incident escalation, customer can reach out to Ingram Micro escalation matrix that will provided during the kick-off call.

Change Management

To open and perform any change request on the Customer’s infrastructure either Ingram Micro or Reseller/End-Customer can open the change request.

Ingram Micro need a Change Approver from each Reseller/End-Customer side. Once the change is approved, it will be performed in the Change window and updates will be provided to all the required stakeholders.

Documents

Ingram Micro will need below details in the kickoff call to manage Reseller/End-Customer cloud Infrastructure.

1. Backup policy - Ingram Micro needs the documents about End-Customer backup policy for all the servers/ tier so that the same can be adhered while providing the Cloud Managed services.
2. Patching Policy – Ingram Micro needs the Patching policies of each customer for different tiers of application (Production/Dev/Test environment)
3. Maintenance Window and Downtime Procedures - Ingram Micro needs detail of maintenance window of all the Servers and Database, and the SOPs for putting a server in maintenance.
4. Standard SOPs if any – In case customer has any standard SOPs for any issues or part of maintenance Ingram Micro will validate if that can be supported as part of Cloud Managed Services.

Appendix C

Incident Management Process

The primary goal of the Incident Management process will be to restore normal service operation as quickly as possible and minimize the adverse impact on business operations of client, thus ensuring that the best possible levels of service quality and availability are maintained.

Regardless of the source (alert / phone call / email / Manual) all incidents are logged in ticketing tool – Service Desk Plus with date and time stamp. The ticket should include all necessary information mentioned in the respective SOP (standard operating procedure) of the systems or applications or databases etc.

All logged incidents will be stored in the ticketing tool “Service Desk Plus” database for further processing, reporting and analysis. Below are the steps to handle ticket:

1. All the incident are logged into Ticketing tool as per the criticality/impact level –P1,P2,P3
   Based on criticality, the tickets will be acknowledged within the SLA, and an L1- engineer will be assigned to work on the issue.
   
   
2. L1 engineer will refer the Standard Operating Procedure (SOP’s) and Known Error Database (KEDB) to resolve the issue at his level.
   
   
3. If the issue is not resolved by SOPs and KEDB, the ticket will be escalated to L2/L3 – engineer.
   
   
4. L2/L3 engineer will troubleshoot and resolve the issue at their end.
   
   
5. If the remediation involves third party or Cloud Provider support, L2/L3 team will work with them provided Customer has support agreement with the third Party, and will resolve the issue.
   
   
6. If the resolution requires any significant change to the existing environment, a Change ticket will be opened, and a change management process will be followed to resolve the issue.
   
   
7. KEDB will be updated with the issue and the steps to resolve it.
   
   
8. Engineer will close the ticket, with all he updates.
   
   
9. SLA clock for the incident will be stopped, if resolution need support from third party or Cloud Provider (AWS or Azure).

Appendix D

Change Management Process

The objective of the Change Management process is to ensure that changes are recorded and then evaluated, authorized, prioritized, planned, tested, implemented, documented and reviewed in a controlled manner.

Change request not generated from any P1 level Incident ticket will be treated at Priority Level -4. Change request for any P1 issue remediation will follow an Emergency and will be performed as per the Change implementation window.

Below are the steps for the Change management Process

1. Customer/ Service Desk Engineer will submit the change request in the ITSM tool.
   
   
2. The change request will be updated with below updates:
   
   
   1. Detailed steps for performing the change request.
   2. Detailed failback plan, in case the change performed didn’t resulted in desired resolution/outcome.
      
      
3. The change is updated with above details, and a CAB (Change Advisory Board) meeting is scheduled among all the relevant stakeholders to discuss and review about the change requested.
   
   Once the change is approved by CAB, Resources will be allocated to perform the change.
4. Email communication is sent to all the stakeholders before starting the change in the maintenance window.
   
   
5. Change is performed as per the steps mentioned in the Change request.
   
   
6. Once Change activity is finished, email communication is sent to all the stakeholders for the steps performed.
   
   
7. Change ticket is closed with all the updates.