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Additional Terms and Conditions for AWS Subscriptions

The following additional terms and conditions (“Terms”) of Ingram Micro Inc., an Ontario Corporation or its applicable affiliate (“Ingram Micro”) apply to the reseller customer’s (“You” or “Your”) purchase of Amazon Web Services LLC's ("Vendor" or “AWS”) AWS Services ("Services") subscriptions and to the use of such Services by You and Your customers.

  1. Term and Termination. Services start once provisioned, whether through the Ingram Micro Marketplace or otherwise. You may cancel the Services so long as no Service commitments are active hereunder (i.e. You or one or more of Your customers are employing any active Services). You may only terminate the Service if there are no existing term commitments for Services. If You or Your customer terminates its use of a Service prior to the expiration of the term commitment for the selected service, You will remain responsible to Ingram Micro for all remaining and accrued charges for such Service pursuant to the selected term commitment.
  2. Fees. You agree to pay the fees and charges for the Services as outlined in the registration process. If You or Your customer exceeds the usage limits applicable to the Service subscription, You agree to pay for the fees and charges for such over usage. For any extension of a subscription term or the provisioning of a Service upgrade, the then current price will apply, unless otherwise mutually agreed in writing by You and Ingram Micro. Ingram Micro, may, from time to time in its sole discretion, change the fees it charges for the Service. Any increase in the fees will take effect at the beginning of the new subscription term. Ingram Micro will notify You of any such changes by sending a notice by e-mail or regular mail. Failure by You to pay the fees when due and payable may result in access to or rights to use the Services being suspended or terminated with or without notice due to non-payment. Ingram Micro will have no liability to You or your customer for any claims which may arise as a result of such suspension or termination. In the event that You are in breach of this Section, Ingram Micro may request You to assign the right collect the payables from the applicable End Customer, and You hereby expressly agree to consummate such assignment in the event of Your breach, including without limitation for non-payment. If Ingram Micro makes such assignment request, You hereby agree to notify and instruct the End Customer to direct its payments to Ingram Micro instead of You and you hereby agree to this obligation to notify and direct the End Customer accordingly and without delay.
  3. Cancellation. For any termination, cancellation, or transfer, You must properly remove/unlink respective accounts from the Ingram Micro organization. Ingram Micro will continue to bill You for any usage or services reported to Ingram Micro until the following steps are completed:
    • Provide a valid payment method;
    • Agree to the terms of the AWS Customer Agreement for the account;
    • Verify the account by phone;
    • Choose an AWS Support plan for the account; and
    • Email Ingram Micro a verification of the steps taken to remove/unlink the account from the Ingram Micro Organization. Verification must be sent to servicescustomerservice@ingrammicro.com.
  4. Territory Restriction. You may only resell and/or market the Services in Canada.
  5. Support for Your Customers. You will provide knowledgeable assistance to Your customers regarding the Services. You are responsible for any and all initial contact from Your customers for support issues related to the Services.

    You will register your end customers (“End Customers”) for the support type you select at time of provisioning and will include Your applicable End Customer(s) as a named support contact if it does so. If, after an initial call, You determine that the support issue is solely related to the Services, then You may permit Your applicable End Customer to contact Vendor directly, in accordance with the terms applicable to Vendor's premium support, if that End Customer is a Vendor premium support named support contact.

    You and Your End Customer(s) will only be able to contact Vendor for support with Developer level support or higher. Additional Support details can be found at https://aws.amazon.com/premiumsupport/pricing/.

  6. Terms of Sale & Terms of Use. All orders are subject to the sales terms set forth at https://ca.ingrammicro.com and service setup information. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such shall be for administrative purposes only and the parties agree that the governing terms and conditions shall be those set forth at https://ca.ingrammicro.com unless otherwise agreed to in writing by Ingram Micro and You.

    You may not sell the Services to a federal or state government entity (including wholly owned government corporations) without Ingram Micro's prior written consent.

    The Services are provided by the Vendor. All terms of use and/or service as established by the Vendor. Further to the above, You agree to comply with all Vendor terms and conditions which may apply, as well as any applicable laws in the resale of the Services and performance under all applicable terms and that You will do nothing to prevent Vendor or an End Customer from exercising their rights and performing their obligations under End Customer’s Services Agreement.

    The AWS Customer License Terms and the AWS Services Agreement apply, as applicable, to Your resale activity and to You and Your End Customers' use of the Services ("Terms of Use"), as may be updated by Vendor from time to time. For the avoidance of doubt, in the event You are an End Customer, Your use shall comply with the AWS Terms of Service.

    You covenant, represent and warrant that a customer agreement, which is consistent with the terms of these Additional Terms, the AWS Customer License Terms, and the AWS Services Agreement, will be expressly agreed to by each of your End Customers before the Services are made available for use. You covenant, represent and warrant that no subscription for the Services will be activated for or used by Your End Customers before the End Customer agrees to the customer agreement including, without limitation, the Terms of Use. You will track and record acceptance by Your End Customers of the Terms of Use and will provide such information to Ingram Micro upon request.

    You will at all times conduct your activities in a professional and competent manner. You will: (a) comply with all applicable laws, regulations and orders of any governmental authority in Your resale of the Services; (b) promote the Services in a manner that maintains the good name and reputation of both Vendor and the Services; and (c) not engage in any illegal, false or deceptive acts or practices with respect to its business activities. You will not: (x) make any representations, warranties, or guarantees to End Customers, or any other third party with respect to the Services, or (y) hold Yourself out as an agent or representative of Vendor.

    You will promptly forward to each of your End Customers any notice You receive from Vendor or Ingram Micro regarding the Services that may affect that End Customer.

    Ingram Micro may at any time modify these terms and conditions upon notice to You. Your purchase and resale of the Services and Your and Your End Customers' use of the Services after any such modification will be deemed acceptance of such modification.

  7. Vendor as Third Party Beneficiary. By Your purchasing the Services for resale, you expressly agree to Vendor being a third party beneficiary entitled to enforce the terms hereof.
  8. Verification of Compliance. If you are reselling the AWS services, during the term of any Service purchased by You and for one year afterward, You will allow Vendor and its designated representatives, upon at least ten (10) business days’ prior notice from Vendor or Ingram Micro, to inspect Your books and records for the purposes of verifying Your compliance with the relevant obligations in these Terms. Any such inspections will be conducted at Your premises during normal business hours, no more than once per calendar year, and in a manner not designed to interfere unreasonably with Your ordinary business operations.
  9. Anti-Bribery. If you are reselling the AWS services, during the term of any Service and for two (2) years afterward, You will allow Vendor and its designated representatives, upon at least ten (10) business days’ prior notice, to inspect Your books and records for the purposes of verifying such payments. Any such inspections will be conducted at Your premises during normal business hours and in a manner not designed to interfere unreasonably with Your ordinary business operations.
  10. Changes in Authorization. If Vendor removes a state, country, or region from the Territory, You will stop designating any new program accounts for End Customers located in the removed state, country, or region. However, You may continue to use for resale previously designated program accounts located in the removed state, country, or region, except where in such removed state, country, or region, Vendor no longer permits resale of the Services generally or determines discontinuation of such use is necessary to comply with applicable law
  11. Advertising.

    If you are reselling the AWS services, the following advertising terms and conditions apply to You.

    Required logo Use and Reference: In accordance with Vendor’s Trademark Use Guideline, You will include the “Powered by AWS” logo in a clearly visible location on the webpages that describe the solution to indicate that the solution is powered by the Authorized Services. If requested by Ingram Micro or Vendor, you will participate in a case study and press release that describes Your use of and sale of the Services and includes supporting quotes from you.

    Required Disclaimer / Notice: You will ensure the first or most prominent reference to or placement of the AWS Marks is accompanied by the notice below. This notice must be on the same page and in legible font. Use the following notice anywhere You are advertising Your company or describing Your services and are specifically featuring Vendor(e.g.,website content, presentation, banner ads, e-mails, or brochures):

    “Amazon Web Services resold by [Reseller Name], an authorized distribution seller of Amazon Web Services. Amazon Web Services, the Amazon Web Services logo, AWS,and the Powered by Amazon Web Services logo, are trademarks of amazon.com, Inc. or its affiliates in the United States and/or other countries. ”

    Use of AWS Marks: You will use AWS Marks as permitted by these Terms, the guidelines available at https://aws.amazon.com/partners/logo-guidelines/ (and any successor or related locations designated by us, as may be updated by Vendor from time to time) (“AWS Marks for APN Guidelines”).

    Advertising Materials: You must obtain Ingram Micro or Vendor’s prior approval for all Advertising Materials, including for all active marketing and other public relations activities (e.g., content on your website, brochures, presentations, and other sales collateral, email and direct mail campaigns; and tradeshow booth material). If You plan to circulate any Advertising Materials, please contact your Partner Development Manager (PDM) or AWS Account Manager to complete the approval process.

    If otherwise done in accordance with these Terms, the Trademark Use Guidelines, the AWS Marks for APN Guidelines, and these Terms, you may use the AWS Marks without prior approval as follows:

    • To accurately describe Your solution in a way that is not misleading or deceptive in materials such as user manuals, developer guides, and FAQs; and
    • To indicate that Your application or product is designed for an Authorized Service (i.e., “[Your application] for Amazon EC2”). However, “[Your brand] Amazon EC2” and “Amazon EC2 [Your application]” are not permitted.

    For your reference, the AWS Partner Network (APN) Marketing Toolkit is available at https://aws.amazon.com/partners/marketing/.

  12. Public Sector. If the event that You are a Public Sector Distribution Seller, You must incorporate the Vendor Public Sector Access Policy, available at AWS+Access+Policy+(State).pdf (as it may be updated by Vendor from time to time, and as may be madeavailable on any successor or related site designated by Vendor) in Your agreements with Public Sector End Customers regarding the use of Services (“ Public Sector Agreement ”). Vendor may change the Public Sector Access Policy from time to time by posting a revised version to APN Partner Central or via email and You must incorporate such revised versions of the Public Sector Access Policy into any new Public Sector Agreements following such notice.
  13. Indemnification. You will defend, indemnify, and hold harmless Ingram Micro, the Vendor, their respective licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or expenses arising from or related to any third-party claim concerning (a) a breach by You of any of Your obligations, representations, or warranties under these Terms, including without limitation Your breach of the AWS Terms of Service , if applicable; (b) any Public Sector Misconduct by You or Your Public Sector Distribution resellers, if any; (c) except to the extent caused by Ingram Micro’s gross negligence or willful misconduct, any violation by You of any requirements under these Terms, including, if applicable, Public Sector Requirements; or (d) termination of suspension as contemplated in Section 2 of these Terms

    AWS Partner Name: ____________________________________

    AWS APN ID: ____________________________________

    AWS Partner Authorized Point of Contact Name: ____________________________________

    AWS Partner Point of Contact Signature: ____________________________________

    Date of Signature: ____________________________________