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