Last Modified: May 26, 2023
Thank you for using Ingram Micro Cloud Services. Please carefully read the following general terms of service (the "Terms") because they govern your use of the websites, and in particular the Ingram Micro Cloud Marketplace ("CMP"), that link to these Terms (each, a "Site"), and any use of services provided by Ingram Micro (and not third parties) and accessed through the Site (together with Site, the "Services”). The Services are only available to users who are authorized to form legally binding contracts under applicable laws in the jurisdictions in which the Services are offered or made available. Any software, cloud or other products or services provided by a third-party vendor (each, a "Vendor”) and ordered, purchased, or accessed by you through a Site are “Vendor Services”. When “Ingram Micro”, “we”, “us” or “our” is used in these Terms, they refer to Ingram Micro Inc. and/or its applicable affiliate(s). Any references to “you” or “your” in these Terms are references to the company which you represent and which is going to use the Services. Capitalized terms used but not defined herein shall have the meaning provided to them in the CMP Terms.
If we provide Services to you in the United States of America, these Terms are applicable between you and Ingram Micro Inc., a Delaware corporation. If we provide Services to you in another country, these Terms are between you and the applicable Ingram Micro local affiliate with which you transact.
By using the Services, you accept and agree to be bound by and comply with these Terms, effective from the first time you access or use the Services. The purchase, sale, resale, and marketing of the Vendor Services we make available is governed by a separate written agreement which has been entered into between us and is supplemented by the Ingram Micro Cloud Marketplace Terms if such transactions are made through the Ingram Micro Cloud Marketplace.
These Terms are in addition to any terms and conditions that apply to particular Services or Vendor Services, including any other Ingram Micro or Vendor terms of service, use agreements, or policies that are incorporated by reference in these Terms or made available online via the Site or on the applicable Vendor website. For clarity, you agree that the terms of use for any Vendor Services will be as set forth by the applicable Vendor and any party accessing or using such Vendor Services must comply with them. While we may try to assist you in your effort to resolve disputes with Vendors, you agree that we are not responsible or liable for any Vendor Services in any way.
We hereby grant you a non-exclusive, non-transferable right to use the Services in accordance with these Terms and any instructions we may issue from time to time. We may issue instructions from time to time in respect of the use of the Services and you, your users and customers will, in addition to these Terms, at all times comply with such instructions.
You are allowed to have the Services used by your users for the sole purpose of receiving and using the Services as described under these Terms and any other purpose we have explicitly authorized in writing.
You can request access authorization for your employees, contractors, or other representatives to become a user of the Services, and we reserve the right to decline any such request or application at our own discretion.
We will create an account for you and your access will be granted in the form of username and password or by application programming interfaces (APIs) or other remote access. The access we provide is for your use solely within the applicable territory, country or region associated with your account(s). You are responsible for maintaining the security and confidentiality of this unique access authorization and all activity in your account at all times. You and your customers are also required to follow vendor specific requirements including, but not limited to, following security best practices such as implementing password management policies, using difficult to guess passphrases or passwords, strong authentication mechanisms, enabling recommended security defaults, enabling multi-factor authentication, using least privilege permissions, performing regular audits and reviews, monitoring logs, and configuring appropriate retention policies. The use of your credentials by third parties without our prior approval is strictly forbidden. Any use of the Services outside of the permitted scope as set forth in these Terms or separately in writing is prohibited. You remain responsible and fully liable for any breach of these Terms. You will remain primarily liable for any and all charges or fees incurred by or through the use of the credentials we provide to you, including those resulting from unauthorized use of your credentials. We reserve the right to charge a fee for any of our Services at any time upon notice to you.
In respect of the usage of the Services, you represent and warrant that:
You must inform us immediately if you no longer have a relationship with a user and the access has to be revoked. You remain liable in any manner towards us in respect of any continued (mis)use of the respective access authorisation.
We may modify these Terms or our Services at any time and may impose new conditions applicable to the use of the Services in our sole discretion. It is your responsibility to check these Terms regularly. Any modification to these Terms will be effective once posted on the Site. Use of the Services after any such modification will signify your acceptance of such updated Terms. If any modification is unacceptable, you may stop using the Services. In fact, you may stop using the Services at any time.
We reserve the right to discontinue the Services at any time in our sole discretion, and we will use reasonable efforts to inform you in advance of any such discontinuation.
We reserve the right to immediately terminate or suspend your access to the Services if:
It should be common sense, so we will not bore you with an exhaustive list of things you should not do, but if we (in our sole discretion) determine that you have acted inappropriately or in breach of these Terms, we reserve the right to terminate your account, prohibit you from using the Services, and take appropriate legal actions. Just so we are clear, you may not access or use the Services for any illegal activity. We may monitor your activity at any time. Additionally, we may temporarily or permanently prevent you from using the Services, cancel the Services without a refund and, if appropriate, pursue legal action against you. In addition, you may be subject to civil or criminal penalties and injunctive relief. We will not be liable for any claims that might arise from our suspension or termination of the Services.
When you use the Services, you may provide things like files, content, messages, contacts and so on, that belong to you. The Terms do not give us any rights to your property except for the limited right to enable us to offer the Services. Likewise, the Services are protected by copyright, patent, trademark and other US and foreign laws and regulations. These Terms do not grant you any right, title or interest in the Services, others’ content in the Services, trademarks, logos or brand features and no license or ownership right in any intellectual property owned by us or the Vendor is transferred to you. Please take note that any solution developed by you belongs to you, except when the solution has been created in whole or in part by us or if we have materially contributed to the development through any of our Services, in which case the developed intellectual property rights belongs to us (this includes the development of service connectors by us (a software mechanism capable of processing requests that relates the Services to your or a third party’s environment) used or developed for interacting with our Services). We welcome feedback, but note that we may use any comments, ideas, or suggestions without any obligation to you.
You are prohibited from further distributing, copying or otherwise disclosing any information related to the Services in any manner to any party without our prior written permission. You shall also be prohibited from amending, revising or otherwise changing any part of the Services.
You hereby grant us and our affiliates a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data specifically pertaining to you and/or your customers or users, including any personal data, as defined by the applicable laws, that is processed using the Services (collectively, “Data”) strictly for the limited purpose of providing the Services to you and/or your users. If you are a reseller, you agree that you have received proper consent from your customers to provide their information to us and our affiliates for use in connection with the Services or you comply with an alternative legal basis for providing their information to us and our affiliates. You warrant and represent that the information provided by you to us under these Terms is correct, complete, up to date, lawfully collected, shared and disclosed to us and not misleading in any manner.
In the event any component of the Services requires the use, access to and duplication of your or your customers’ information or Data located and stored elsewhere than the Site such as on any system, software, device, servers etc. managed and/or controlled by you or your third-party partners (“System(s)”), you hereby provide us and our affiliates with your permission and guarantee that you have obtained all other necessary permissions for us or our affiliates located in different countries to access the Data on such Systems and create the necessary copies for the purposes of providing the Services. Upon our request you will provide us with copies of such permissions or consents.
If you explicitly decline to provide access to such Systems and Data we will not be liable, and you agree that we may not be able to provide you with the Services and we reserve the right to terminate your Services.
You agree that (i) you are solely responsible for the security and reliability of the System(s) to which you are providing access to us for the purposes of providing the Services and (ii) you will be solely responsible for any damages and losses incurred or suffered by us and/or our affiliates including, without limitation, for any privacy breach or costs arising out of or resulting directly or indirectly out of the access to such System(s).
By using the Services, you agree that we and our affiliates may use the Data in accordance with our Privacy Statement, available here.
For the avoidance of doubt, subject to the applicable data protection laws, you hereby agree that the Services may be provided and accessed by us, our affiliates and/or Ingram Micro partners or sub-contractors from any location anywhere in the world (including, without limitation the United States of America) and we may, at any time, change (i) the locations from where the Services are provided or accessed or (ii) the affiliates, partners and sub-contractors used to ensure the provision of the Services.
In such case, you hereby consent to such transfers of and access to the Data and to the use of the Data by us, our affiliates and authorized partners or sub-contractors for the purpose of providing the Services. You hereby warrant and represent that you have obtained all necessary permissions and consents required in order to transfer the Data to us in accordance with this section 5, including outside of the European Economic Area. More information can be requested at privacy@ingrammicro.com.
You agree that (i) you are solely responsible for the backup, accuracy, completeness, lawfulness and security of any and all information and Data that you provide to us for the Services, and (ii) you will be solely responsible for any damages and losses suffered or incurred by you including, without limitation, for any data loss or privacy breach arising out of or resulting directly or indirectly of the information and the Data that you provide to us for the Services.
We strive to provide great Services, but there are things we cannot guarantee. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED. THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU IF IT WOULD BE ILLEGAL TO DO SO. THIS INCLUDES ANY LIABILITY FOR OUR FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS ARE NOT ALLOWED, WE ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, INGRAM MICRO, ITS AFFILIATES, OR ITS SUPPLIERS WILL NOT BE LIABLE FOR:
THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT INGRAM MICRO OR ITS AFFILIATES HAVE BEEN WARNED OF THE POSSIBLITY OF SUCH DAMAGES.
FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT YOU REMAIN RESPONSIBLE AND FULLY LIABLE TO US FOR ANY DAMAGES OR LOSSES THAT WE MAY SUFFER ARISING OUT OF OR RESULTING DIRECTLY OR INDIRECTLY FROM YOUR BREACH OF THESE TERMS.
You agree to indemnify, defend and hold us, our affiliates, and our suppliers harmless from and against any and all third-party claims that might arise as a result of your breach of your obligations, access to or use of the Services in breach of these Terms.
If you would like to communicate with us concerning our Services, including if you think that something in those Services infringes your rights, please notify us at the following address(es):
E-mail: IMCloudServiceDesk.us@cloud.im
Post: Ingram Micro Legal Department (Departamento Jurídico da Ingram Micro)
3351 Michelson Drive, Suite 100
Irvine, CA USA 92612
These Terms constitute the entire agreement between you and us with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights. We reserve all rights not expressly granted in these Terms.
Our failure to enforce a provision is not a waiver of our rights to do so. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full force and effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any provision required by its construction or required for rights and obligations enforcement, will survive termination, including, but not limited to, the indemnity provisions, limitations of liability and the survival terms of this section.
