END USER LICENSE TERMS
TERMS AND CONDITIONS REGARDING THE USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include software, media, printed materials, and related electronic or “online” documentation (collectively referred to as “Products”) provided by ADD IT Cloud Solutions (hereinafter referred to as “Customer”). The Customer does not own the Products, and your use of them is subject to rights and limitations, which the Customer must disclose to you. Your right to use the Products is subject to the terms of your agreement with the Customer and to your understanding, compliance with, and consent to the following terms and conditions, which the Customer has no authority to vary, alter, or amend.
1. DEFINITIONS.
"Client Software" means the software installed on a Device that enables the Device to access or use the Products.
"Device" means each computer, workstation, terminal, portable PC, pager, personal digital assistant, "smartphone", server or any other hardware that allows the End User to interact with the Product.
"End User" means a natural or legal person who purchases Software Services directly from Customer or indirectly through a Software Services Reseller.
"Redistribution Software" means the software described in Paragraph 4 below ("Use of Redistribution Software").
“Software Services” means services that the Customer provides to you that make the Products available, display them, run them, access them, or otherwise interact, directly or indirectly, with the Products. The Customer must provide such services from data center(s) via the Internet, a telephone network, or a private network, whether on a rental, subscription, or service basis, regardless of whether the Customer receives compensation. Software Services exclude any service that involves installing a Product directly on any equipment in a manner that allows an End User to interact with the Product.
2. OWNERSHIP OF PRODUCTS. The Products are licensed to the Customer by an affiliate of Microsoft Corporation (collectively referred to as “Microsoft”). Microsoft Products are protected by copyright laws or other intellectual property rights. The Products and other elements of the Product, including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Products, are the property of Microsoft and its suppliers. You may not remove, modify, or obscure any trademarks, copyright notices, or other proprietary notices contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as by other laws and international treaties relating to intellectual property. Your possession, access, or use of the Products does not transfer to you any ownership of the Products or any intellectual property rights.
3. USE OF THE CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with the Client and the terms of this document, and only in connection with the Software Services provided to you by the Client. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented to you in electronic form during the installation and/or use of the Client Software.
4. USE OF REDISTRIBUTABLE SOFTWARE. With respect to the Software Services provided by the Customer, you may have access to certain software code and tools labeled as “sample,” “for redistribution,” and/or development software (individually and collectively referred to as “Redistributable Software”).
You may use, copy and/or install the Redistribution Software only in accordance with the terms of your agreement with Customer and the terms of this document and/or your agreement with Customer.
5. COPIES. You may not make any copies of the Products. However, you may (a) make one copy of the Client Software on your Equipment as expressly authorized by the Client and (b) make copies of certain Redistributable Software in accordance with Paragraph 4 (“Use of Redistributable Software”).
You must delete or destroy all Client Software and/or Redistribution Software upon termination or cancellation of the agreement with the Client, upon notification from the Client, or upon transfer of your Equipment to another individual or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
6. RESTRICTIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, unless an applicable law expressly permits such activity and only to the extent permitted by such law, notwithstanding this restriction.
7. PROHIBITION ON RENTAL. You may not rent, lease, lend, pledge, sublicense, or in any way transfer or distribute the Products, directly or indirectly, to third parties, nor may you allow third parties to access and/or use the functionality of the Products, except for the sole purpose of accessing the functionality of the Products as Software Services in accordance with the terms of this agreement and any agreements entered into between you and the Client.
8. TERMINATION. Without prejudice to any other rights, the Customer has the right to terminate your rights to use the Products if you fail to comply with the terms and conditions set forth in this document. In the event of termination or cancellation of the agreement between you and the Customer or the agreement governing the licensing of the Products between the Customer and Microsoft, you must cease use of and/or access to the Products and destroy all copies of the Products and all their components within 30 (thirty) days from the termination of your agreement with the Customer.
9. NO WARRANTIES, LIABILITY, OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft and any liability on the part of Microsoft or its suppliers for any damages or remedies, whether direct, indirect, or consequential, arising from the use of the Software Services. Any warranty or obligation is provided solely by the Customer and not by Microsoft, its affiliates, or subsidiaries.
10. PRODUCT SUPPORT. Any support for the Software Services is provided to you by Customer or a third party on Customer's behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
11. FAULT TOLERANCE/FAULT PROTECTION. The Products are not fault-tolerant, and it cannot be guaranteed that they are error-free or will operate without interruption. You must not use the Products in any application or situation where their failure could result in death or serious bodily injury, or severe physical or environmental damage (“High-Risk Use”).
12. EXPORT RESTRICTIONS. The Products are subject to U.S. export controls. The Customer agrees to comply with all applicable laws, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments.
For more information, visit https://www.microsoft.com/exporting/.
13. LIABILITY FOR BREACH. In addition to any liabilities you may have to Customer, you agree that you will be legally responsible to Microsoft for any breach of these terms and conditions.
14. DISCLOSURE OF INFORMATION. You must allow the Customer to disclose any information requested by Microsoft in accordance with the Customer Agreement. Microsoft will be a third-party beneficiary of your agreement with the Customer, with the right to enforce the terms of your agreement with the Customer and to verify your compliance.
