Ingram Micro Service Description

Acronis International GmbH

Acronis Backup Cloud, SPLA,
and Disaster Recovery (DR)

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 TABLE OF CONTENTS

Contents
1. Definitions ............................................................................................................... 2
2. Term of Service ....................................................................................................... 3
3. Scope of Services ..................................................................................................... 3
4. Service Provider Responsibilities ................................................................................ 4
5. Ingram Micro Reseller Responsibilities ........................................................................ 4
6. Billing Terms ............................................................................................................ 4
7. Term of Sale and Use ............................................................................................... 6

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 Service Description
Solution Name: Acronis Backup Cloud, SPLA, and Disaster
Recovery (DR)

1. Definitions
The terms of the Service Description (“Service Description” or “SD”) for this service are as
follows:

“Agreement” means the terms and conditions in effect between Ingram Micro and Ingram
Micro Reseller. For the avoidance of doubt, notwithstanding the presence or acceptance by
Ingram Micro of a Purchase Order or similar ordering documents, such shall be for
administrative purposes only and the parties agree that the governing terms and conditions
shall be those set forth at www.ingrammicro.com unless otherwise agreed to in writing by
Ingram Micro and You.

“Effective Date” means the date the MSP signs the Service Description, i.e. in effect prior
to the Service Commencement Date noted herein.

“Incident(s)” means any unplanned interruption to the Service, or a reduction in the quality
of the Service as otherwise defined by the Service Provider.

“Ingram Micro” refers to Ingram Micro India Private Limited ., a company incorporated under
Companies Act, 1956 and having its registered office at 5th Floor, Block B, Godrej IT Park, 02
Godrej Business Dist, Pirojshanagar, Vikhroli (W),Mumbai-400079, Maharashtra, India

“Ingram Micro Reseller” means the value-added reseller that purchases the Service from
Ingram Micro for resale i.e. is authorized to resell the Services to a User(s).

“Order” means the process by which Ingram Micro Reseller places and order for Services

“Parties” means Ingram Micro and Ingram Micro Reseller.

“Sales Order” means the order by MSP to Ingram Micro for Services to be provisioned for
User.

“Service Commencement Date” means the date when the Service has been provisioned
and the Service Provider’s welcome kit has been sent to the User.

“Services” means the services provided by the Service Provider and defined in Section 3 -
Scope of Services, including, but not limited to updates, revisions and modifications as
determined by the Service Provider from time to time.

“Service Provider” or “Vendor” means Acronis International GmbH.

“Support Services” means additional services, i.e. bandwidth surcharges and installation or
consulting services falling under the Add-Ons Services (see above) which might be provided
by the Service Provider to User for an additional cost.

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“Technical Support” means those services by which the Service Provider will provide
assistance and attempt to assist the Ingram Micro Reseller to resolve specific problems arising
from and associated with the Service.

“User” or “Customer” refers to users of the Services who purchase such Services through
an Ingram Micro Reseller.

“You” or “Your” shall mean any individual or entity who accepts this Service Description, has
access to Your account, uses the Services or the Site, or orders the Services, and includes
both users of the Services as well as Ingram Micro Resellers.

2. Term of Service
This Service Description commences upon the Effective Date. The actual Term of Service
associated with the Services shall commence on the Service Commencement Date for each
Order place by the Ingram Micro Reseller. The Ingram Micro Reseller may terminate the
Service Description upon 30-day prior written notification to Ingram Micro except if the Ingram
Micro Reseller or one or more of their Users has any active Services. The Ingram Micro Reseller
may only terminate this Service Description if there are no existing term commitments for
Services.

Services are available for minimum commitment of _12 months _________ for Ingram Micro
Resellers. Services will auto renew for an additional __12 months_________, unless the
Ingram Micro Reseller provides a written notice at least 60 days prior to the end of the then
current term to not renew the Service.

If a User terminates their Service prior to the expiration of the term commitment for the
selected service, the Ingram Micro Reseller will remain responsible for all remaining and
accrued charges for this Service pursuant to the selected term commitment.

3. Scope of Services
The Service Provider should list the details of their service offering; products, description,
functionality. Pricing details in the Pricing schedule

1. Acronis Backup Cloud - http://www.acronis.com/en-us/provider/backup-cloud/

2. Acronis SPLA - http://www.acronis.com/en-us/provider/spla/

3. Acronis Disaster Recovery (DR) - http://www.acronis.com/en-us/business/disaster-

recovery-service/

More information can be found at http://www.acronis.com/en-us/support/documentation/

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4. Service Provider Responsibilities
The Service Provider will support the Ingram Micro Reseller as follows:

 Service Provider will implement commercially reasonable administrative, physical, and

technical measures including disaster recovery procedures designed to secure the
Service against accidental or unlawful loss, access or disclosure. Service Provider has
no liability to Ingram Micro Reseller or any third party for any reason as a result of any
unauthorized disclosure or access to Ingram Micro Reseller or User’s Account as a
result of User’s misuse, loss or the theft of any User password or username.
 Service Provider will use commercially reasonable efforts to meet the Service Level
Commitments for the Service. SLA requirements can be found at www.acronis.com
 If applicable, provide Ingram Micro Reseller with technical support as follows:
o Assist Ingram Micro Reseller in identifying and solving problems related to migration
services.
o Escalate problems and requests according to established procedures.
o Maintain accountability and ownership of trouble tickets.
o Provide closed looped contact with Ingram Micro Reseller to verify final solution and
determine satisfaction level.

5. Ingram Micro Reseller Responsibilities

The Ingram Micro Reseller will enable the Service Provider and the Ingram Micro in delivering
the services, and support their Users as follows regarding the scope of services:

 Provide Service Provider with a point of contact, including appropriate contact

information (e-mail, phone and pager)
 Give any security incident the highest priority and report any such incident to Service
Provider and Ingram Micro immediately and/or respond to an inquiry from Service
Provider and Ingram Micro immediately

Reseller represents and warrants that the http://www.acronis.com/en-us/legal.html will be

presented to each of the reseller´s end customers who want use the service before service
activation, and that no account for the services shall be activated before such terms have
been agreed to by such end customers.

6. Billing Terms
Fees.

You will pay all Fees set forth on all Orders under this SD. In the event that the Parties
mutually agree in writing to any extension of a Subscription Term or the provisioning of a
Service upgrade, the then-current price for such extension or Service upgrade will apply,
unless otherwise mutually agreed in writing by the Parties. The Fees for Service are set forth
in the applicable Order. 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 Your next Subscription Term.

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Invoicing and Payment.

Fees will be invoiced to the Ingram Micro Reseller on a monthly basis. Unless otherwise
specified in the applicable Order, You will pay all Fees within 30 days of the date of the
applicable invoice issued by Ingram Micro. At Ingram Micro’s discretion, past due amounts
may accrue a late fee equal to the lesser of 1.5% per month, or the maximum amount allowed
by applicable law. In the event You dispute any invoiced Fees, You will provide written notice
of the disputed amount within 30 days after receiving such invoice and timely pay any
undisputed portion of such invoice. The Parties will cooperate in good faith to resolve any
disputed invoice or portion thereof within 30 days of notice of dispute. All amounts payable
by Ingram Micro Reseller under this Agreement will be made without setoff or counterclaim,
and without any deduction or withholding.

7. Terms of Sale and Use

All services are subject to the sales terms & conditions (Sales T&C) set forth at
www.imonline.co.in and service setup information, including but not limited to
pricing, (where applicable) set forth in the Ingram Micro Sales Order.

All Terms of Use as established by Service Provider and as set forth at

http://www.acronis.com/en-us/legal.html shall apply to Ingram Micro Reseller
in its resale activity and to its User customers, including but not limited to Ingram
Micro Reseller’s indemnity of Service Provider based upon the acts or omissions of
Ingram Micro Reseller and including indemnity of Service Provider for any
infringement claims arising from the combination by Ingram Micro Reseller of
Service Provider intellectual property with that of Ingram Micro Reseller or any
third party.

Ingram Micro Reseller

By:___________________

Name:___________________

Title:__________________

Date:__________________

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