1. Any Pricing Subject to Change.
The pricing set out in PointofIT Cloud Solutions Provider Quote is subject to change if Microsoft changes its pricing to PointofIT.
2. Subscription Cancellation.
Licenses and/or Subscription quantities can be increased anytime during the contract and decreased only within 72 hours of increase after this customer can only decrease the quantities on an anniversary date of the subscription.
3. Right to Use.
Subject to the terms and conditions of this Agreement, PointofIT and its suppliers grant Customer the right to access and use the Services and to install and use any software included with Customer’s subscription for the Services, as further described in this Agreement. PointofIT and its suppliers reserve all other rights.
4. Prohibited Activities.
Customer may use the Services only in accordance with this Agreement. Customer may not reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations. Customer may not disable, tamper with, or otherwise attempt to circumvent any mechanism that meters Customer’s use of the Services. Customer may not rent, lease, lend, resell, transfer, or host the Services, or any portion thereof, to or for third parties.
5. Acceptable Use.
Customer shall comply with the then current acceptable use policy for the Services. Neither Customer, nor those that access any Services through Customer, may use the Services (a) in a way prohibited by law, regulation, governmental order or decree; (b) to violate the rights of others; (c) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (d) to spam or distribute malware; (e) in a way that could harm the Services or impair anyone else’s use of it; or (f) in any application or situation where failure of the Services could lead to the death or bodily injury of any person, or to severe physical or environmental damage. Customer agrees that any violation of the terms of this section may result in PointofIT or its suppliers immediately suspending Customer’s use of the Services without liability to Customer.
6. Customer Data.
Customer shall comply with the then current acceptable use policy for the Services. Neither Customer, nor those that access any Services through Customer, may use the Services (a) in a way prohibited by law, regulation, governmental order or decree; (b) to violate the rights of others; (c) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (d) to spam or distribute malware; (e) in a way that could harm the Services or impair anyone else’s use of it; or (f) in any application or situation where failure of the Services could lead to the death or bodily injury of any person, or to severe physical or environmental damage. Customer agrees that any violation of the terms of this section may result in PointofIT or its suppliers immediately suspending Customer’s use of the Services without liability to Customer.
7. Responsibility for Customer’s Accounts.
Customer is responsible for maintaining the confidentiality of any authentication credentials associated with Customer’s use of the Services. Customer is responsible for the actions of all individuals who use the Services through Customer’s account. Customer must promptly notify PointofIT and its suppliers about any possible misuse of Customer’s accounts or authentication credentials or any security incident related to the Services.
8. Support.
PointofIT will provide commercially reasonable operational and technical support to Customer for all Services ordered under this Agreement.
9. Fees and Payment.
The initial fees for the Services are set forth on the applicable PointofIT Cloud Solutions Provider Quote. Fees for additional Services shall be charged by PointofIT at its then current rates. Customer shall pay all sales, use, value added, or other applicable taxes, duties, or similar charges except income taxes of PointofIT. All payments are due within 7 days after the date of PointofIT’ invoice. Any amounts not paid when due shall accrue interest at 2.0% per month or the maximum amount allowed by law, whichever is less. Customer is liable to PointofIT for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that PointofIT may incur to collect invoiced amounts.
9. Fees and Payment.
The initial fees for the Services are set forth on the applicable PointofIT Cloud Solutions Provider Quote. Fees for additional Services shall be charged by PointofIT at its then current rates. Customer shall pay all sales, use, value added, or other applicable taxes, duties, or similar charges except income taxes of PointofIT. All payments are due within 7 days after the date of PointofIT’ invoice. Any amounts not paid when due shall accrue interest at 2.0% per month or the maximum amount allowed by law, whichever is less. Customer is liable to PointofIT for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that PointofIT may incur to collect invoiced amounts.
10. Software.
The initial fees for the Services are set forth on the applicable PointofIT Cloud Solutions Provider Quote. Fees for additional Services shall be charged by PointofIT at its then current rates. Customer shall pay all sales, use, value added, or other applicable taxes, duties, or similar charges except income taxes of PointofIT. All payments are due within 7 days after the date of PointofIT’ invoice. Any amounts not paid when due shall accrue interest at 2.0% per month or the maximum amount allowed by law, whichever is less. Customer is liable to PointofIT for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that PointofIT may incur to collect invoiced amounts.
11. Warranty Disclaimer.
The initial fees for the Services are set forth on the applicable PointofIT Cloud Solutions Provider Quote. Fees for additional Services shall be charged by PointofIT at its then current rates. Customer shall pay all sales, use, value added, or other applicable taxes, duties, or similar charges except income taxes of PointofIT. All payments are due within 7 days after the date of PointofIT’ invoice. Any amounts not paid when due shall accrue interest at 2.0% per month or the maximum amount allowed by law, whichever is less. Customer is liable to PointofIT for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that PointofIT may incur to collect invoiced amounts.
12. Limitation of Liability.
Pointofit and its suppliers make no representations about the suitability of the information contained in the materials provided in connection with the services for any purpose. all such materials and services are provided “as is” and “with all faults” without warranty of any kind. pointofit and its suppliers hereby disclaim all warranties and conditions with regard to the foregoing, including all warranties and conditions of merchantability, whether express, implied, or statutory, fitness for a particular purpose, title and noninfringement. the services could include technical inaccuracies or typographical errors. pointofit and its suppliers may, but are not obligated to, make improvements and/or changes to the services at any time and without notice to customer.
13. Indemnity.
Customer agrees to indemnify, defend, and hold harmless PointofIT, and its officers, directors, shareholders, employees, contractors, agents, representatives, successors and assigns from and against any damage, claim, loss, expense (including reasonable attorneys’ fees and damage to any person or property), occurring as a result of (i) Customer’s use or inability to use the Services (including but not limited to claims: (A) for libel, slander, invasion of privacy, identity theft, or invasion or alteration of private records or data; (B) for infringement of patents, copyrights, or other intellectual property rights; (C) for security breaches of any kind; (D) for breach of applicable use policies; or (E) based on handling, storage, transmission or possession of information that contains viruses, malware or other destructive code, media or any unlawful content); (ii) Customer’s or its users’ reliance on the Services or on information obtained therefrom; (iii) Customer’s breach of this Agreement or any third party agreement or policy; or, (iv) Customers’ failure to obtain permits, licenses, or consents that Customer may be required to obtain to enable or use the Services.
14. Term and Termination.
This Agreement will remain in effect for twelve (12) months from the Agreement Effective Date (“Initial Term”). Upon expiration of the Initial Term and any Renewal Term, this Agreement shall automatically renew, as long as there are active subscriptions on the account, for a period of one (1) year (each, a “Renewal Term”) unless either party gives thirty (30) days’ prior written notice of its desire not to renew the Agreement upon expiration of, as applicable, the Initial Term or current Renewal Term. Unless otherwise agreed upon by the parties, upon renewal of any subscription, such subscription will be governed by the terms and conditions set forth herein. In the event any Services are terminated early, Customer is liable to PointofIT for any accrued Service charges set forth in the applicable PointofIT Cloud Solutions Provider Quote(s) and any early termination fees imposed by its suppliers for the termination of any Services prior to the end of the subscription term. PointofIT or its suppliers may immediately suspend Customer’s use of the Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) Customer fails to respond to a claim of alleged infringement or violation of third-party rights; (3) Customer does not pay any amounts owing to PointofIT or its suppliers when due; or (4) Customer violates any term or condition of this Agreement or any policy governing the Services.
15. Confidentiality.
As used in this Agreement “Confidential Information” means all information of either party that is not generally known to the public, whether of a technical, business, or other nature, that is provided by one party (the disclosing party) to the other party (the receiving party) and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure reasonably ought to be treated as proprietary and confidential. Confidential Information may include information originally disclosed to the disclosing party by its suppliers or other third parties. Each party agrees to retain in confidence, and to require its employees and contractors to retain in confidence, all Confidential Information of the other party and will make no use of such Confidential Information except pursuant to this Agreement. The receiving party will not disclose any Confidential Information of the disclosing party to any person other than its employees or contractors who need to know the same in the performance of their duties. The receiving party will protect and maintain the confidentiality of all Confidential Information of the disclosing party with reasonable care. The receiving party will be liable to the disclosing party for any non-compliance by its employees or contractors. Confidential Information does not include any information that (a) was in the receiving party’s lawful possession prior to its disclosure by the disclosing party; (b) is later lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; (c) is independently developed by the receiving party; or (d) is, or later becomes, available to the public through no breach of an obligation of confidentiality.
16. Miscellaneous.
- Notices. Customer must send notices to PointofIT by mail, return receipt requested, to the address set forth on the signature page. Customer agrees to receive electronic notices from PointofIT or its suppliers, which will be sent by email to the account administrator Customer specifies. Notices are effective on the date on the return receipt or, for email, when sent. Customer is responsible for ensuring that the account administrator email address that PointofIT has is accurate and current. Any email notice that PointofIT sends to that email address will be effective when sent, whether or not Customer actually receives the email.
- Assignment. Either party may assign this Agreement to an entity acquiring all or substantially all such party’s assets, provided that neither such party nor such assignee entity shall be relieved thereby of obligations undertaken by such party prior to such assignment. Except with respect to the foregoing, neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. Any attempted assignment other than as expressly authorized hereunder shall be void and of no force or effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their permitted successors, assigns, heirs and legal representatives.
- Severability. If any part of this Agreement is held unenforceable, the rest remains in full force and effect.
- Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- No Agency: This Agreement does not create an agency, partnership, or joint venture.
- Applicable Law. This Agreement is governed by United Kingdom laws, without regard to its conflict of laws principles. Any action to enforce this Agreement must be brought in the state or federal courts sitting in London. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
- Entire Agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. PointofIT objects to and expressly rejects any provisions additional to or different than the terms herein that may appear in Customer’s purchase order or any other prior or later communication from Customer unless such provision is expressly agreed to by PointofIT in a writing signed by PointofIT.
- Survival. The terms in Sections 2, 3, 4, 5, 7, 8, 9, 10, 11, 13, and 14 will survive termination or expiration of this Agreement.
- Export Jurisdiction. The Services are subject to UK export jurisdiction. Customer must comply with all applicable laws, including the UK Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by UK and other governments. For additional information, see http://www.microsoft.com/exporting/.
- Force Majeure. PointofIT and its suppliers will not be liable for any failure in performance due to causes beyond their reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)).