Additional Terms and Conditions for Microsoft's CSP Subscriptions
The following additional terms and conditions apply to your purchase of Wintellisys/Microsoft's ("Vendor") cloud service and software subscriptions available under the Microsoft CSP and Microsoft Cloud programs and to the use of such Services by you. These terms and conditions are in addition to other terms you agree to in the Microsoft Cloud Agreement terms and conditions.
The Services are only available to users who can form legally binding contracts under applicable laws in the jurisdictions in which the Services are offered.
Invoices will be generated on a monthly basis for Services consumed in arrears for Azure and in advance for office 365 products . This includes but is not limited to license assignment within the office 365 portal, CSP license assignment, self-service site license assignment, as well as Microsoft Azure consumption.
3. Use, Fees, Payment Terms and Taxes
(a) USE OF SERVICE(S). Wintellisys will specify the term of authorized use of the Service(s), the fees and other charges for the Service(s), any special payment terms, the scope of use, and the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which You are permitted to use the Service(s) in Your order. You may not use or otherwise access the Service(s) in a manner that exceeds Your authorized use. If You exceed Your permitted use of the Service(s), then, You will promptly notify Wintellisys and immediately: (i) disable or correct impermissible use; or (ii) purchase additional Service(s) to correspond to actual use. You agree that Wintellisys may review Your use of the Service(s), and You will provide any reasonable assistance to verify Your compliance with this Agreement. Wintellisys may suspend or terminate Your use of the Service(s) immediately upon written notice of non-compliance identified in such review, in addition to exercising any other rights or remedies Wintellisys may have.
(b) FEES AND PAYMENT TERMS. 1) Payment will be accepted by credit card or ACH only. You agree to pay the fees and charges for the Services as outlined in the registration process and that appear on the invoices, as may be amended from time to time. Fees and charges for Consulting Services are non-refundable. Fees and charges for subscription-based Services are prorated based on usage and date of cancellation or suspension and any unused portions are credited back to your account. Exclusions: Azure reserved instances (up to $50,000 per year) are subject to a 12% early termination fee. Subscription based Charges may include, but are not limited to: (i) subscription fees for the relevant service; (ii) renewal fees; (iii) additional features fees; (v) storage space, network or bandwidth fees; (vi) additional e-mail accounts fees; (vii) and (ix) any applicable taxes. Wintellisys will notify You of any such changes by updating the authorized party or sending notice by e-mail or regular mail.
Option1-Credit Card: You authorize Wintellisys to charge any amounts payable by you, in connection with Your use of the Services, automatically to the credit card You provide in the registration process or such credit card number that You provide thereafter, regardless of the status of Your account with Wintellisys and subject only to the terms and conditions of the agreement between You and Your credit card issuer. Your right to order the Services is subject to any limits established by Your credit card issuer. Currency for all subscriptions will be as indicated in the registration process. If You fail to make timely payment You agree that Wintellisys may, in addition to all other rights and remedies provided to Wintellisys hereunder or at law, terminate or suspend the affected Service(s). Wintellisys may charge You an administration fee equivalent to the greater of 5% or $25 USD for any and all credit card chargebacks. In respect of all valid credit cards that You provide Wintellisys for the purpose of payment.
Option2-ACH Auto-Withdraw: You authorize Wintellisys to charge any amounts payable by you, in connection with Your use of the Services, automatically to the bank account You provide in the registration process or such bank account number that You provide thereafter, regardless of the status of Your account with Wintellisys and subject only to the terms and conditions of the agreement between You and Your bank. Currency for all subscriptions will be as indicated in the registration process.
Option3-ACH customer initiated: Upon receipt of your invoice for the defined billing period customer shall initiate ACH payment to Wintellisys to the bank account Wintellisys provides during the registration process as well as identified on the invoices. Currency for all subscriptions will be as indicated in the registration process.
Payments for monthly subscription services are due upon receipt. Consulting services provided to customer are due with net 30 terms
If at any time Your fees are more than ninety (90) days in arrears, Wintellisys, in its sole and absolute discretion, may deem that You have abandoned Your subscriptions and Wintellisys reserves the right to terminate Your accounts with cause, without any financial consideration or relief whatsoever to the customer. Quoted prices, including discount structure, are subject to change without notice. Your Wintellisys invoice will reflect Your Service fees to You and Your obligations with respect to payment. Wintellisys will invoice Your Service fees to You and You shall make payment directly to Wintellisys.
TAXES. All payments are exclusive of Federal, state, provincial, local or foreign taxes, duties, tariffs, levies and similar assessments. You agree to bear and be responsible for the payment of all taxes, duties, tariffs, levies, fees and charges of any kind, including sales, use, excise or value added taxes, and all other similar charges (collectively, "Taxes") that are imposed on transactions by or under the authority of any government body. If You are a tax-exempt entity or claim exemption from any Taxes hereunder, You will provide a certificate of exemption upon agreement to this Agreement and, after receipt of valid evidence of exemption, Wintellisys will not charge You any Taxes from which You are exempt.
4. Warranty Disclaimer
(a) TO THE EXTENT PERMITTED BY LAW, THE SITE AND ALL SERVICES PROVIDED BY WINTELLISYS ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. (b) EXCEPT FOR THE WARRANTIES EXPRESSLY STATED HEREIN, WINTELLISYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE REGARDING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THIRD PARTY SERVICES ARE PROVIDED AS-IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED; ANY WARRANTY FOR THIRD PARTY SERVICES IS PROVIDED, IF AT ALL, BY THE THIRD PARTY VENDOR FOR SUCH SERVICES. WINTELLISYS MAKES NO OTHER REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS OF ANY KIND RELATING TO THE SITE, SERVICES, INCLUDING THIRD PARTY SERVICES, OR CONTENT UNDER THIS AGREEMENT. WINTELLISYS SHALL NOT BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY THIRD PARTY FOR ANY CLAIM OR LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE INTELLECTUAL PROPERTY, THE SERVICES, INCLUDING THIRD PARTY SERVICES, THE SITE, OR FROM THE MANUFACTURE, USE, IMPORTATION OR SALE OF THE SERVICES, OR FOR ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND. (c) You represent and warrant that You are a (i) party doing business, (ii) located in a jurisdiction, and (iii) engaged in activities, such that Wintellisys is not required to obtain any export license, permit or other approval under applicable laws and regulations including but not limited to export control and/or sanctions regulations of any jurisdiction the laws of which may be implicated by the Terms. Furthermore, You acknowledge and agree that Wintellisys has the exclusive authority to monitor such status on a regular basis and, if it should be determined by Wintellisys that you, at any point in time, are in violation of any of these representations and warranties, Wintellisys has the exclusive authority to immediately terminate any and all Service(s) to You (and any accounts You have with Wintellisys) without prior written notice, and You will forfeit any remaining balance on Your account.
You agree to defend, indemnify and hold harmless Wintellisys, its affiliates, and their respective directors, officers, shareholders, employees, agents, licensors and advisors ("Indemnified Parties"), from and against any claim, demand, liability, damage, losses, judgments, suit, action, or cause of action, costs and expenses (including, without limitation, reasonable legal fees) arising directly or indirectly out of Your use of the Services, including, but not limited to (a) Your breach or violation of any provision of the Terms, (b) your use of any Service or the Site, including Your publication or use of Content that infringes the intellectual property rights of any third party, including, but not limited to, patent, copyright, and trade secret rights, (c) any action taken by Wintellisys in investigating a suspected violation of the Terms or as result or finding that a violation has occurred, and (d) costs associated with document production, depositions, interrogatories and related demands arising out of private third party, governmental or regulatory claims in connection with the Services to the extent Wintellisys is not a target.
6. Limitation of Liability
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (i) THE DISRUPTION, USE OR THE INABILITY TO USE THE SERVICE(S), OR ANY CONTENT FOR ANY REASON; (ii) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE SERVICE OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHT; (iii) ANY ACTION TAKEN BY THE INDEMNIFIED PARTIES AS PART OF AN INVESTIGATION INTO A SUSPECTED VIOLATION OF THE TERMS OR AS A RESULT OF ITS CONCLUSION THAT YOU HAVE VIOLATED, OR (iv) ANY OTHER MATTERS RELATING TO THE SERVICE(S), THE SITE OR THE CONTENT. (b) YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY TO YOU FOR ANY CONTENT DOWNLOADED FROM THE SERVICE(S). YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING UNDER THESE TERMS OR FROM ANY OF WINTELLISYS OR AFFILIATE POLICIES OR THE CONTENT, OR THE SERVICES IS LIMITED TO USD$1000.
7. Term and Termination
9. General Provisions
(a) ASSIGNMENT. You may not assign Your rights or obligations, whether by operation of law or otherwise without Wintellisys’s prior written consent, and any such act by you will be void. (b) NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a claim. Notices to You will be sent to Your email address that Wintellisys has on file. It is important that You address is up to date. Notices to Wintellisys must be sent to:
275 Woodland Drive
Downingtown, PA 19335
(c) FORCE MAJEURE. Wintellisys will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, and will be excused from performance in the event of any failure or delay in fulfilling or performing any term of this Agreement or its performance of the Services, when and to the extent such failure or delay is caused by or results from acts beyond Wintellisys’s reasonable control, including without limitation: domain name server or instant messaging issues, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, by requirement of law, regulation, order or other governmental action, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions. (d) NO WAIVER AND AMENDMENT. Wintellisys will not be considered to have waived any of its rights or remedies described in the Terms unless such waiver is in writing and signed by an authorized representative of Wintellisys. No delay or omission by Wintellisys in exercising Wintellisys rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy by Wintellisys will not preclude further exercise of any other right or remedy. Wintellisys failure to enforce the strict performance of any provision of the terms and conditions in the Terms will not constitute a waiver of Wintellisys right to subsequently enforce such terms and conditions. (e) RELATIONSHIP OF THE PARTIES. You and Wintellisys are independent contractors to each other. Nothing in the Agreement will be interpreted to create a partnership, joint venture, agency, fiduciary or trustee relationship. You will not have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of Wintellisys. Wintellisys may at any time subcontract any or all of Wintellisys obligations hereunder to any third party. (f) GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This Agreement will be governed by, subject to, and interpreted in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles. You hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Tennessee, for the purposes of adjudicating any action or proceeding to enforce the Agreement. To the extent permitted by law.
No cause of action arising under or relating to this Agreement may be brought by you more than one (1) year after it first occurs. (g) CONSTRUCTION. The Services shall be provided in the English language unless agreed otherwise. The parties confirm that they have requested that the Terms and all related documents be drafted in English at the express wishes of the parties. Section headings are for convenience only and are not to be used in interpreting the Terms. (h) ENTIRETY. This Agreement, together with any referenced terms, conditions and policies, are the final and entire agreement between You and Wintellisys and supersede all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations. In the event of any conflict between this Agreement and any referenced and/or attached documents these terms and conditions shall govern unless such referenced and/or attached document is signed or electronically agreed to by both authorized representatives of each party and manifests a clear intent to override this Agreement.
Wintellisys may modify these terms and conditions at any time. You will be notified in the event of any such modifications via email. The modified terms and conditions will be effective immediately after it has been distributed. Your purchase of the Services and use of the Services after any such modification will be deemed acceptance of such modification.