Terms and Service Agreement

This is a contract between Reseller and Subscriber. This contract applies to any service (including pre-release services), and software, including any updates, upgrades, support, and content (e.g., audio and visual information, documents) contained or made available to Subscriber in the course of Subscriber’s using the Service (collectively referred to as the “Service”).
Please read these Terms of Service carefully. The Service may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into this agreement. By subscribing to and/or using any of the service, Subscriber agrees to be bound by this agreement, including any modifications made to it from time to time. If Subscriber does not agree to the terms and conditions in this contract, do not subscribe to or use the Service.
"Subscriber" means Subscriber, Subscriber’s company, Subscriber’s employees, and Subscriber’s agents whom Subscriber have designated as “authorized users” or “administrators” of the Service and Subscriber’s account. If Subscriber are entering into this agreement on behalf of a company or other legal entity, Subscriber represent that Subscriber have the authority to bind such entity to this agreement.

Contents

When Subscriber May Use the Service
How Subscriber May Use the Service
How Subscriber May Not Use the Service
How We May Change This Contract
Charges and Billing
Limits on Service
Software
Subscriber’s Dealings with Others
Liability Limitation
Claim Must Be Filed Within One Year
Force Majeure
Terms and Conditions Regarding Use of Microsoft Software

When Subscriber May Use the Service

Subscribing to the Service. Subscriber must sign up for a subscription to one of the Service offers before Subscriber can use the Service. Only Subscriber or those individuals that Subscriber or Subscriber’s administrator designates in User Management as authorized users are licensed to access or use the Service. The Service to which Subscriber subscribe will begin after Reseller receives and processes all of the information requested in the sign up process. Subscriber represents and warrants to Reseller that the information Subscriber provide in the Sign Up is true and accurate.
Authorized Users. Only users who have administrator privileges may add additional authorized users to the Service up to and including the total number of user licenses purchased during the Service offer for which Subscriber subscribed. User licenses cannot be shared or used by more than one individual authorized user and cannot be reassigned to a new user to replace a current authorized user who has terminated employment or otherwise changed job status or function and no longer uses the Service. However, administrator user who has administrator privileges may delete an authorized user from the Service and add a new authorized user to the Service to replace the former authorized user. If Subscriber wish to use the Service for more than the total number of user licenses available through the Service level Subscriber subscribed to, Subscriber must subscribe to the appropriate Service level prior to commencing any such use.

How Subscriber May Use the Service

Subscriber may use the Service only for Subscriber’s internal business purposes. All rights not expressly granted to Subscriber under this contract are reserved by Reseller. Unless applicable law gives Subscriber more rights despite this limitation, Subscriber may use the Service only as expressly permitted in this contract.
In using the Service, Subscriber will

• comply with all laws,
• comply with any codes of conduct or other notices we provide,
• keep Subscriber’s password secret, and
• promptly notify us if Subscriber learn of a security breach or unauthorized access related to the Service.

How Subscriber May Not Use the Service

In using the Service, Subscriber may not

• use the Service in any way that harms Reseller or its affiliates or other Service users,
• engage in, facilitate, or further unlawful conduct,
• damage, disable, overburden or impair the Service (or the networks connected to the service) or interfere with anyone’s use and enjoyment of the Service,
• resell or redistribute the Service, or any part of the Service, unless Subscriber have a contract with Reseller that permits Subscriber to do so,
• use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”),
• use any unauthorized automated process or service to access and/or use the Service (such as a BOT, a spider, periodic caching of information stored by Reseller or “meta-searching”), however, periodic automated access to the Service for report creation or scheduling is permitted,
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service,
• modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by Microsoft in connection with providing the Service, except and only to the extent that applicable law expressly permits Subscriber to do so despite this limitation,
• create Internet "links" to the Service or "frame" or "mirror" any content of the Service to give the impression that Subscriber are offering all of the functionality of the Service as Subscriber’s own service located on Subscriber’s own servers,
• build a product or service using similar ideas, features, functions or graphics of the Service;
• copy any ideas, features, functions or graphics of the Service; or
• access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

How We May Change This Contract

Reseller may change this contract at any time without notice. If we make a material change to this contract, we will notify Subscriber at least 30 days before the change takes place. If Subscriber do not agree to the change, Subscriber must cancel and stop using the Service before the change takes place. If Subscriber do not stop using the service, Subscriber’s continued use of the Service will be under the changed contract.

Charges and Billing

This section applies in all situations in which Subscriber pays Reseller directly for a Service. Even if Subscriber does not pay for the Service, Subscriber may still incur other charges incidental to using the Service; for example, charges for phone or Internet access, mobile text messaging, wireless Service and other data transmissions.
Payment. When Subscriber signs up for the Service, Subscriber will provide a payment method. Subscriber confirms that Subscriber is authorized to use the payment method. Subscriber authorize us to charge Subscriber for the Service using Subscriber’s payment method and for any paid feature of the Service for which Subscriber choose to sign up or use while this contract is in force. If the amount to be charged to Subscriber’s payment method is greater than the amount Subscriber pre-authorized, we will tell Subscriber the amount at least 10 days before we charge Subscriber.
Charges. Subscriber will pay Service charges either in advance or in arrears or both, depending on whether Subscriber are making a one-time or a recurring payment. We may charge Subscriber at one time for more than one of Subscriber’s prior billing periods. If we told Subscriber that the Service will be provided indefinitely or automatically renewed, we may automatically renew Subscriber’s Service and charge Subscriber for any renewal term.
Trial Period Offers. Subscriber may receive a limited time of free Service or some other trial period offer. Unless Reseller tells Subscriber otherwise, if Subscriber is participating in any trial period offer, the Service will be cancelled by the end of the trial or pre-release period without any prior notice to avoid incurring charges.
Prices and Price Increases.

• The price for the Service excludes taxes, phone and Internet access charges, mobile text messaging, wireless service and other data transmissions, unless stated otherwise. These taxes and charges are Subscriber’s responsibility.
• If there is a specific time length and price for Subscriber’s Service offer, then that price will remain in force for that time. When the offer period ends, we will charge Subscriber the current price at that time for that Service.
• We may change the price of the Service from time to time, but we will give Subscriber at least 90 days notice before a new price takes effect. If Subscriber do not agree to the new price, then Subscriber must cancel and stop using the Service before the new price takes effect. If Subscriber’s Service is on a period basis (for example, monthly or annually), then the new price will start on the date that we indicate.
• Service Conversion. In the future, Subscriber may be able to switch Subscriber’s Service to a different Service. If Subscriber do, Subscriber authorize us to charge Subscriber’s payment method for any new Service charges. If Subscriber switch to a Service for which we do not charge a subscription fee or for which we charge a lower fee, we may, but are not required to, refund the unused portion of the Service charge for the subscription fee Service Subscriber previously used or the difference in the amount of the service fees. Subscriber may not credit any refunds to other services.
• Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at Subscriber’s expense, unless otherwise provided by law.
• Payments to Subscriber. To receive a payment, Subscriber must promptly provide us with all information we need to make the payment (for example, bank account information for receiving the payment). Subscriber must provide us with the information we request before Subscriber’s right to receive payment accrues. Subscriber are responsible for the accuracy of the information Subscriber provide and any taxes Subscriber may incur as a result of receiving a payment. If Subscriber receive a payment that was not due to Subscriber, we may reverse or seek return of the payment, and Subscriber agree to cooperate with us.
• Late Payments. Except to the extent prohibited by law, we may assess a late charge if Subscriber do not pay on time regardless of any disputes Subscriber may have raised about Subscriber’s bill. Subscriber must pay these late charges when we bill Subscriber for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. Subscriber must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel Subscriber’s Service if Subscriber do not pay in full and on time.

Limits on Service

Reseller may establish limits on the Service. For example, we may limit

• the number and size of e-mail messages that Subscriber may send or receive through the Service,
• the number of transactions Subscriber can conduct through the service.
• the number of asynchronous transactions that can be executed with an organization
• If Subscriber exceed the published Service storage limits, Reseller may give Subscriber the right to delete data until the storage limit is met. If Subscriber exceed the published Service limits, Reseller reserves the right to cancel Subscriber’s service.

Software

Use. If Subscriber receive software from us as part of the Service, Subscriber’s use of that software is under the terms of the license that is presented to Subscriber for acceptance for that software. If there is no license presented to Subscriber, then we (or, based on where Subscriber live, one of our affiliates) grant Subscriber the right to use the software only for the use of the Service authorized under this contract and only on that number of computers stated in Subscriber’s Service offer. We (or, based on where Subscriber live, one of our affiliates) reserve all other rights to the software. Unless we notify Subscriber otherwise, Subscriber’s right to use the software ends when Subscriber’s right to use the Service terminates or expires or when Reseller updates the Service and it no longer supports the software. Subscriber must promptly uninstall the software when Subscriber right to use it ends. We may disable the software after the date the Service ends.
Update. We may automatically check Subscriber’s version of the software. We may automatically download upgrades to the software to Subscriber’s computer to update, enhance and further develop the Service.
Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This contract only gives Subscriber some rights to use the software. Subscriber will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity.

Subscriber’s Dealings with Others

If Subscriber obtain anything from a third party (including third party offered services) through the Service or our authentication network, Subscriber understand that Subscriber’s relationship with respect to those things is with the third party directly and not with Reseller. In the event Subscriber assert a claim that relates to or implicates Subscriber’s relationship with a third party, Subscriber shall only assert such claim against the third party, and Subscriber will not assert any such claim against Reseller, even if Reseller assisted in billing for the third party offering. Subscriber are solely responsible for Subscriber’s dealings with any third party.
Subscriber represent and warrant that Subscriber will comply with all applicable laws and regulations (including privacy laws and regulations that relate to Subscriber’s collection of information from third parties).

Liability Limitation

Subscriber can recover from Reseller only direct damages up to an amount equal to Subscriber’s Service charge for one month. To the extent permitted by law, Subscriber cannot recover any other damages from Reseller, including consequential, lost profits, special, indirect or incidental damages.
This limitation applies to anything related to:

• the Service,
• content (including code) on third party Internet sites, third party programs or third party conduct,
• viruses or other disabling features that affect Subscriber’s access to or use of the Service,
• incompatibility between the Service and other services, software and hardware,
• delays or failures Subscriber may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner, and
• claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

It also applies even if

• this remedy does not fully compensate Subscriber for any losses, or fails of its essential purpose, or
• Reseller knew or should have known about the possibility of the damages.

Claim Must Be Filed Within One Year

To the extent permitted by law, any claim related to this contract or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. It if is not filed, then that claim is permanently barred. This section applies to Subscriber and Subscriber’s successors. It also applies to Reseller and its successors and assigns.

Force Majeure

Reseller will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes or acts of god.

Terms and Conditions Regarding Use of Microsoft Software

This section governs the use of Microsoft software, which may include associated media, printed materials, and “online” or electronic documentation (individually and collectively, “Licensed Products”) provided by Reseller. Reseller does not own the Licensed Products and the use thereof is subject to certain limitations of which Reseller must inform Subscriber. Subscriber’s right to use the Licensed Products to the terms in this agreement, and to your understanding of, compliance with, and consent to the following terms and conditions, which Reseller does not have the authority to alter, vary or amend.

1. Definitions

“Client Software” means the software that allows a Device to access or utilize the services or functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld pc, pager, telephone, personal digital assistant, “smart phone”, server, or other electronic device.
“Server Software” means software that provides services or functionality on a computer acting as a server.
“Software Documentation” means any end user document included with the Server Software.
“Redistribution Software” means the software described paragraph 4 (“Use of Redistribution Software”) below.

2. Ownership of licensed products.

The Licensed Products are licensed to Reseller from an affiliate of the Microsoft Corporation (collectively “Microsoft”). All title and intellectual property in and to the Licensed Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Licensed Products) are owned by Microsoft or its suppliers. The Licensed Products are protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. Subscriber’s possession, access, or use of the Licensed Products does not transfer any of the ownership of the Licensed Products or any of the intellectual property rights to Subscriber.

3. Use of Client Software

Subscriber may use Client Software installed on Subscriber’s Devices by Reseller on in accordance with the instructions, and only in connection with the services, provided to Subscriber by Reseller. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be present in electronic form during Subscriber’s use of the Client Software.

4. Use of Redistribution Software

In connection with the services provided to Subsriber by Reseller, Subscriber may have access to certain “sample”, “redistributable”, and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). SUBSCRIBER MAY NOT USE ANY REDISTRIBUTION SOFTWARE UNLESS SUBSCRIBER EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICE PROVIDER USE RIGTHS (“SPUR”) APPLICAPLE TO RESELLER, WHICH TERMS MUST BE PROVIDED TO SUBSCRIBER BY RESELLER. Microsoft does not permit Subscriber to use any Redistribution Software unless Subscriber expressly agrees to and comply with such additional terms, as provided to Subscriber by Reseller.

5. Copies

Subscriber may not make any copies of the Licensed Products; provided, however, that Subscriber may (a) make one copy of Client Software on your Device as expressly authorized by Reseller ; and (b) Subscriber may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). Subscriber must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancelation with Reseller, upon notice from Reseller or upon transfer of your Device to another person or entity, whichever occurs first. Subscriber may not copy any printed materials accompanying the Licensed Products.

6. Limitations on Reverse Engineering, Decompilation and Disassembly

Subscriber may not reverse engineer, decompile, or disassemble the Licensed Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

7. No Rental

Subscriber may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Licensed Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Licensed Products except for the sole purpose of accessing the functionality of the Licensed Products in the form of software services in accordance with the terms of this agreement and any agreement between Subscriber and Reseller.

8. Termination

Without prejudice to any other rights, the Reseller may terminate Subscriber’s rights to use the Licensed Products if Subscriber fails to comply with these terms and conditions. In the event of termination or cancellation of Subscriber’s agreement with Reseller or Reseller’s agreement with Microsoft under which the Licensed Products are licensed, Subscriber must stop using the and/or accessing the Licensed Products, and destroy all copies of the Licensed Products and all of its component parts.

9. NO WARRANTIES, LIABILITIES, OR REMEDIES BY MICROSOFT

ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY RESELLER AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.

10. Product Support

Any support for the Licensed Products is provided to subscriber by Reseller and is not provided by Microsoft, its affiliates or subsidiaries.

11. Not Fault Tolerant

THE LICENSED PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FALUT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE LICENSED PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, PR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

12. Export restrictions

The Licensed Products are of U.S origin for purposes of U.S. export control laws. Subscriber agrees to comply with all applicable international and U.S. laws that apply to the Licensed Products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the U.S. and other governments. For additional information, see http://www.microsoft.com/exporting.

13. Liability for Breach

In addition to any liability Subscriber may have to Reseller, Subscriber agrees that Subscriber will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
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