Campus and School Agreement
This agreement is entered into by the entities identified on the signature form.
This agreement consists of (1) these terms and conditions and the signature form, (2) the Product Terms,
(3) the Online Services Terms, (4) any Enrollment entered into under this agreement, (5) any order
submitted under this agreement, and (6) the eligibility criteria for Campus and School Agreement at the
Licensing Site as of the effective date of this agreement.
Terms and Conditions
Definitions.
In this agreement, the following definitions apply:
“Affiliate” means
a.
If Institution is a non-public entity, then, with regard to Institution, "Affiliate" means any
Qualified Educational User (as defined in the applicable Microsoft Qualified Educational User
Definition available at the Licensing Site) that controls, is controlled by, or is under common
control with Institution.
b. If Institution is a public entity, then, with regard to Institution, "Affiliate" means, any Qualified
Educational User that is:
(i) within the administrative control or supervision of Institution, or
under the Act
(ii) expressly authorized by Institution to purchase as its affiliate.
c.
with regard to Microsoft, any entity that controls, is controlled by, or is under common control
with Microsoft.
For purposes of this definition,
except with regard to hospitals, healthcare systems, and research
laboratories (collectively, “Healthcare Institutions”), “control” means ownership of more than a 50%
interest of voting securities in an entity or the power to direct the management and policies of an entity.
For Healthcare Institutions, “control” means that Institution is the sole owner of the Healthcare Institution
or the only entity with the power to direct the management and policies of the Healthcare Institution’s day-
to-day operations.
“Customer Data” means all data, including all text, sound, software, image, or video files that are provided
to Microsoft by, or on behalf of, Institution and its Affiliates through the use of Online Services.
“Enrollment” means the document that Institution submits under this agreement to place orders for
Products.
“day” means a calendar day.
“Fixes” means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either
releases generally (such as Product service packs) or provides to Institution to address a specific issue.
“Institution” means the entity that is (1) a Qualified Educational User (as defined at
Released
http://www.microsoft.com/licensing/contracts) as of the effective date of this agreement that has entered
into this agreement with Microsoft or (2) an Affiliate of Institution that has entered into an Enrollment
under this agreement. If Institution is a school district, “Institution” includes all participating schools in the
same district.
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"Knowledge Worker” has the definition provided in the Enrol ment.
“License” means the right to download, install, access and use a Product. For certain Products, a License
may be available on a fixed term or subscription basis (“Subscription License”). Licenses for Online
Services will be considered Subscription Licenses.
“Licensed Period” means the period of time beginning on the effective date specified in the Enrollment
and continuing for the period of time specified in the Enrollment.
“Licensing Site” means
http://www.microsoft.com/licensing/contracts or a successor site.
“Microsoft” means the Microsoft Affiliate that has entered into this agreement or an Enrollment and its
Affiliates, as appropriate.
“Online Services” means the Microsoft-hosted services identified as Online Services in the Product Terms.
“Online Services Terms” means the additional terms that apply to Institution’s use of Online Services
published on the Licensing Site and updated from time to time.
“Organization” means the organization Institution defines in its Enrollment.
“Product” means all products identified in the Product Terms, such as all Software, Online Services and
other web-based services, including pre-release or beta versions. Product availability may vary by region.
“Product Terms” means the document that provides information about Microsoft Products available
through volume licensing. The Product Terms document is published on the Licensing Site and is
updated from time to time.
“SLA” means Service Level Agreement, which specifies the minimum service level for Online Services
and is published on the Licensing Site.
“Software” means licensed copies of Microsoft software identified in the Product Terms. Software does
not include Online Services, but Software may be part of an Online Service.
“Software Assurance” is an offering by Microsoft that provides new version rights and other benefits for
Products as further described in the Product Terms.
under the Act
“Student” means any individual enrolled in any educational institution that is part of the Organization,
whether on a full-time or part-time basis.
“use” or “run” means to copy, instal , use, access, display, run, or otherwise interact with.
“Use Rights” means the use rights or terms of service for each Product published on the Licensing Site
and updated from time to time. The Use Rights supersede the terms of any end user license agreement
that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product
Terms. The Use Rights for Online Services are published in the Online Services Terms.
“Users” means Institution, Knowledge Workers, and Students designated on the Enrollment to run the
Products, and members of the public who access devices located in Institution’s open access labs or
libraries.
License for Products.
a. License Grant. Microsoft grants the Organization a non-exclusive, worldwide and limited
right to download, install and use software Products, and to access and use the Online
Services, each in the quantity ordered under an Enrollment. The rights granted are subject to
the terms of this agreement, the Use Rights and the Product Terms. Microsoft reserves all
rights not expressly granted in this agreement.
b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are
Released
temporary and expire when the applicable Enrollment is terminated or expires, unless
Institution exercises a buy-out option, which is available for some Subscription Licenses.
c. Applicable Use Rights.
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(i) Products (other than Online Services). The Use Rights in effect on the effective date
of the applicable Enrollment term will apply to the Organization’s use of the version of
each Product that is current at the time. For future versions and new Products, the Use
Rights in effect when those versions are first released will apply. Changes Microsoft
makes to the Use Rights for a particular version will not apply unless Institution chooses
to have such changes apply. The Use Rights applicable to perpetual Licenses that were
acquired under a previous agreement or Enrollment are determined by the agreement or
Enrollment under which they were acquired. Renewal of Software Assurance does not
change which Use Rights apply to those Licenses.
(ii) Online Services. For Online Services, the Use Rights in effect on the subscription start
date will apply for the subscription term as defined in the Product Terms.
d. Downgrade Rights. Organization may use an earlier version of a Product than the version
that is current on the effective date of the Enrollment. For Licenses acquired in the current
Enrollment term, the Use Rights for the current version apply to the use of the earlier version.
If the earlier Product version includes features that are not in the new version, then the Use
Rights applicable to the earlier version apply with respect to those features.
e. License Confirmation. This agreement, the applicable Enrollment, and Institution’s order
confirmation, together with proof of payment, will be Institution’s evidence of all Licenses
obtained under an Enrollment.
Use, ownership, rights, and restrictions.
a. Products. Unless otherwise specified in this agreement, use of any Product is governed by
the Use Rights specific to each Product and version and by the terms of the applicable
Enrollment.
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix
is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply.
c. Non-Microsoft software and technology. Institution is solely responsible for any non-
under the Act
Microsoft software or technology that it installs or uses with the Products or Fixes.
d. Restrictions. Institution must not (and is not licensed to) (1) reverse engineer, decompile or
disassemble any Product or Fix, (2) install or use non-Microsoft software or technology in any
way that would subject Microsoft's intellectual property or technology to any other license
terms; or (3) work around any technical limitations in a Product or Fix or restrictions in
Product documentation. Except as expressly permitted in this agreement or Product
documentation, Institution must not (and is not licensed to) (1) separate and run parts of a
Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at
different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense,
rent, lease, lend, any Products, Fixes, in whole or in part, or use them to offer hosting
services to a third party.
e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual
property rights laws and international treaties. Microsoft reserves all rights not expressly
granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights
to access or use Software on a device do not give Institution any right to implement Microsoft
patents or other Microsoft intellectual property in the device itself or in any other software or
devices.
Released
Making copies of Products and re-imaging rights.
a. General. Institution may make as many copies of Products as it needs to distribute them
within the Organization. Copies must be true and complete (including copyright and
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trademark notices) from master copies obtained from a Microsoft approved fulfillment source.
Institution may use a third party to make these copies, but Institution is agreed it will be
responsible for any third party’s actions. Institution agrees to make reasonable efforts to
notify its Users that the Products are licensed from Microsoft and subject to the terms of this
agreement.
b. Copies for training/evaluation and back-up. For all Products other than Online Services,
Institution may (1) use up to 20 complimentary copies of any licensed Products in a dedicated
training facility on its premises for purposes of training on that particular Product, (2) use up
to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one
complimentary copy of any licensed Product for back-up or archival purposes for each of its
distinct geographic locations. Trials for Online Services may be available if specified in the
Use Rights.
c. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the
Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full
packaged Product through a retail source, or (3) under another Microsoft program, then
media provided under this agreement may generally be used to create images for use in
place of copies provided through that separate source. This right is conditional upon the
following:
(i) Separate Licenses must be acquired from the separate source for each Product that is
re-imaged.
(ii) The Product, language, version, and components of the copies made must be identical to
the Product, language, version, and components of the copies they replace and the
number of copies or instances of the re-imaged Product permitted remains the same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsoft program, the Product type (e.g
., Upgrade or full License) re-imaged must be
identical to the Product type licensed from the separate source.
(iv) Institution must adhere to any Product-specific processes or requirements for re-imaging
identified in the Product Terms.
under the Act
Re-imaged Products remain subject to the terms and use rights provided with the License
acquired from the separate source. This subsection does not create or extend any Microsoft
warranty or support obligation.
Redistribution of Software Updates to Student Users.
a. License grant. Microsoft grants the Organization a limited, non-exclusive, royalty-free, non-
assignable, non-transferable, revocable License to distribute Software Updates to Institution’s
Student Users in accordance with the terms of this section. The Organization’s Student Users
must use the Software Updates solely for their personal benefit in accordance with the end-
user License Agreement (“EULA”) with Microsoft included with each Software Update.
b. Redistribution of Software Updates. Institution may redistribute Software Updates to its
Student Users (1) by electronic means provided that Institution’s method of electronic
distribution is adequately licensed and incorporates access control and security measures
designed to prevent modification of the Software Updates and access by the general public
or (2) by acquiring authorized copies on fixed media from a fulfillment source approved by
Microsoft.
c. Limitations. Institution may not (1) produce or replicate Software Updates onto CDs or other
distributable storage media, (2) combine the Software Updates with other non-Microsoft
Released
software, (3) distribute any Software Updates as a stand-alone component via email
attachment, (4) charge for the Software Updates, other than to recover any reasonable costs
incurred in providing the updates to its Student Users; (5) remove, modify, or interfere with
the EULA or the EULA acceptance functionality included by Microsoft with any Software
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Update; or (6) alter the Software Updates in any way. Microsoft is not responsible for any
cost related to the acquisition, distribution, or recall of the Software Updates.
d. Tracking and recall. Organization must track the quantity and method of distribution of the
Software Updates by means that will allow Institution to provide notice of a recall and offer
replacements as provided in this subsection. Institution agrees to stop redistributing Software
Updates within 10 days of receipt of a notice of recall from Microsoft and within 30 days of
that notice Institution agrees to (1) return to Microsoft or destroy all copies of Software
Updates in the Organization’s possession and (2) notify its Student Users of the recall by the
same or similar means in which they were notified of the availability of the Software Updates.
e. Replacement Software Updates. If Microsoft makes a replacement Software Update
available, Institution agrees to make the replacement available to its Student Users, within 30
days of receipt in the same quantity and method(s) of distribution, if available, as Institution
made the original Software Update available. The distribution of replacement Software
Updates is subject to the same conditions and restrictions as other Software Updates under
this section.
f. No warranties. Notwithstanding anything to the contrary in this agreement, and to the extent
permitted by law, Software Updates that Institution redistributes to its Student Users are
provided “as is” without any warranties. Institution acknowledges that the provisions of this
paragraph with regard to the Software Updates are reasonable considering, among other
things, that the Software Updates are complex computer products. Institution further
acknowledges that the performance of the Software Updates will vary depending upon
hardware, platform and Products interactions, and configurations.
g. Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES THAT ARISE OUT
OF OR ARE IN ANY WAY RELATED TO INSTITUTION’S REDISTRIBUTION OF THE
SOFTWARE UPDATES TO ITS STUDENTS. FURTHERMORE, IN NO EVENT SHALL
MICROSOFT BE LIABLE FOR ANY SUCH DAMAGES BASED DIRECTLY OR INDIRECTLY
UPON THE PROVISION OF SOFTWARE UPDATES OR UNAVAILABILITY OF SOFTWARE
under the Act
UPDATES—INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS
INTERRUPTION, LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITY, LOSS
OF DATA AND THE LIKE, FAILURE TO MEET ANY DUTY, OR NEGLIGENCE.
h. Limitation of liability. With respect to Institution’s redistribution of the Software Updates,
the limitation of liability provisions in this agreement shall apply in those situations in which
Institution or any User asserts a right to damages or other compensation from Microsoft.
i.
No support. Institution understands that Microsoft has no obligation to provide any support
for Software Updates that Institution may redistribute to its Student Users, including any
benefits accruing from Software Assurance.
j.
Applicability. The provisions of this section shall not apply to the distribution of Fixes to
Student Users so long as the Fix distributed is for a Product the Students are authorized to
run under the Student licensing option. All other redistribution of additional or replacement
code to Student Users is subject to the provisions of this section.
Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Institution may transfer
only fully-paid perpetual licenses to:
Released
(i) an Affiliate, or
(ii) a third party solely in connection with the transfer of hardware or employees to whom the
Licenses have been assigned as part of (1) a divestiture of part of the Organization or (2)
a merger involving any part of the Organization.
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Upon such transfer, the divested or merged part of the Organization must uninstall and
discontinue using the licensed Products and render any copies unusable.
b. Notification of License Transfer. Institution must notify Microsoft of a License transfer by
completing a license transfer form, which can be obtained from the Licensing Site, and
sending the completed form to Microsoft before the License transfer. No License transfer will
be valid unless Institution provides to the transferee, and the transferee accepts in writing,
documents sufficient to enable the transferee to ascertain the scope, purpose and limitations
of the rights granted by Microsoft under the Licenses being transferred (including, without
limitation, the applicable Use Rights, use and transfer restrictions, warranties and limitations
of liability). Any License transfer not made in compliance with this section will be void.
c. Internal Assignment of Licenses and Software Assurance. Licenses and Software
Assurance must be assigned to a single User or device within the Organization. Licenses
and Software Assurance may be reassigned within the Organization as described in the Use
Rights.
Confidentiality.
“Confidential Information” is non-public information that is designated “confidential” or that a reasonable
person should understand to be confidential, including Customer Data and the terms of Microsoft
agreements. The Online Services Terms may provide additional obligations for, and limitations on
disclosure and use of, Customer Data. Confidential Information does not include information that (a)
becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully
from another source without an obligation to keep it confidential, (c) is independently developed, or (d) is
a comment or suggestion one party volunteers about the other’s business, products or services.
Each party will take reasonable steps to protect the other party’s Confidential Information and will use the
other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party
will disclose that information to third parties, except to its employees, Affiliates, contractors, advisors and
consultants (collectively, “Representatives”) and then only on a need-to-know basis under nondisclosure
obligations at least as protective as this agreement. Each party remains responsible for the use of the
under the Act
Confidential Information by its Representatives and, in the event of the discovery of any unauthorized use
or disclosure, must promptly notify the other party.
A party may disclose the other party’s Confidential Information if required by law; but only after it notifies
the other party (if legally permissible) to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of Representatives who have had access to
Confidential Information. Each party agrees that use of information in Representatives’ unaided memories
in the development or deployment of the parties’ respective products or services does not create liability
under this agreement or trade secret law, and each party agrees to limit what it discloses to the other
accordingly.
These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (ii) for all
other Confidential Information, for a period of five years after a party receives the Confidential
Information.
Privacy and compliance with laws.
a. Institution consents to the processing of personal information by Microsoft and its agents to
facilitate the subject matter of this agreement. Institution will obtain all required consents from
third parties (including Institution’s contacts, resel ers, distributors, administrators, and
employees) under applicable privacy and data protection law before providing personal
Released
information to Microsoft.
b. Personal information collected under this agreement (i) may be transferred, stored and
processed in the United States or any other country in which Microsoft or its service providers
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maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights.
Microsoft will abide by the requirements of European Economic Area and Swiss data
protection law regarding the collection, use, transfer, retention and other processing of
personal data from the European Economic Area and Switzerland.
c. U.S. Export. Products and Fixes are subject to U.S. export jurisdiction. Institution must
comply with all applicable international and national laws, including the U.S. Export
Administration Regulations, the International Traffic in Arms Regulations, and end-user, end
use and destination restrictions by U.S. and other governments related to Microsoft products,
services, and technologies.
Term and termination.
a. Effective date. The effective date of this agreement will be the earlier of either the date the
agreement is executed by Microsoft or the effective date of the first Enrollment.
b. Term. This agreement will remain in effect unless terminated by either party as described
below. Each Enrollment will have the term provided in that Enrollment.
c. Termination without cause. Either party may terminate this agreement without cause upon
60 days’ written notice. In the event of termination, new Enrollments will not be accepted, but
any existing Enrollment will continue for the term of such Enrollment and will continue to be
governed by this agreement.
d. Termination for cause. Without limiting any other remedies it may have, either party may
terminate an Enrollment if the other party materially breaches its obligations under this
agreement, including any obligation to submit orders or pay invoices. Except where the
breach is by its nature not curable within 30 days, the terminating party must give the other
party 30 days’ notice of its intent to terminate and an opportunity to cure the breach. If the
breach affects other Enrollments and cannot be resolved between Microsoft and Institution
within a reasonable period of time, Microsoft may terminate this agreement and all
Enrollments under it. If Institution terminates an Enrollment as a result of a breach by
Microsoft, then Institution will have the early termination rights described in the Enrollment.
under the Act
e. Modification or termination of an Online Service for regulatory reasons. Microsoft may
modify or terminate an Online Service in any country or jurisdiction where there is any current
or future government requirement or obligation that (1) subjects Microsoft to any regulation or
requirement not generally applicable to businesses operating there, (2) presents a hardship
for Microsoft to continue operating the Online Service without modification, and/or (3) causes
Microsoft to believe these terms or the Online Service may be in conflict with any such
requirement or obligation.
f. Program updates. Microsoft may make changes to this program that will make it necessary
for Institution to enter into a new agreement and Enrollment at the time of an Enrollment
renewal.
g. Approvals. To the extent necessary to implement the termination provisions of this
agreement, each of the parties waives any right it has, or obligation that the other party may
have, now or in the future under any applicable law or regulation, to request or obtain the
approval, order, decision or judgment of any court to terminate this agreement or an
Enrollment.
Warranties.
Released
a. Limited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially
as described in the applicable Microsoft user documentation for one year from the date
Institution is first licensed for that version. If it does not and Institution notifies Microsoft
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within the warranty term, then Microsoft will, at its option (1) return the price Institution
paid for the Software license, or (2) repair or replace the Software.
(ii) Online Services. Microsoft warrants that each Online Service will perform in accordance
with the applicable SLA during Institution’s use. Institution’s remedies for breach of this
warranty are in the SLA.
The remedies above are Institution’s sole remedies for breach of the warranties in this
section. Institution waives any breach of warranty claims not made during the warranty
period.
b. Exclusions. The warranties in this agreement do not apply to problems caused by accident,
abuse or use in a manner inconsistent with this agreement. including failure to meet minimum
system requirements. These warranties do not apply to free, trial, pre-release, or beta
products, or to components of Products that Institution is permitted to redistribute.
c. Disclaimer. Except for the limited warranties above, Microsoft provides no other
warranties or conditions and disclaims any other express, implied, or statutory
warranties, including warranties of quality, title, non-infringement, merchantability, and
fitness for a particular purpose.
Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the
amount of any resulting adverse final judgment or approved settlement, but only if the defending party is
promptly notified in writing of the claim and has the right to control the defense and any settlement of it.
The party being defended must provide the defending party with all requested assistance, information,
and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it
incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for
such claims.
a. By Microsoft. Microsoft will defend Institution against any third-party claim to the extent it
alleges that a Product or Fix made available by Microsoft for a fee and used within the scope
under the Act
of the license granted (unmodified from the form provided by Microsoft and not combined with
anything else) misappropriates a trade secret or directly infringes a patent, copyright,
trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of
infringement under commercially reasonable terms, it may, at its option, either (1) modify or
replace the Product or Fix with a functional equivalent; or (2) terminate Institution’s license
and refund any amount paid for Online Services for any usage period after the termination
date. Microsoft will not be liable for any claims or damages due to Institution’s continued use
of a Product or Fix after being notified to stop due to a third-party claim.
b. By Institution. To the extent permitted by applicable law, Institution will defend Microsoft
against any third-party claim to the extent it alleges that: (1) any Customer Data or non-
Microsoft software hosted in an Online Service by Microsoft on Institution's behalf
misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other
proprietary right of a third party; or (2) Institution’s use of any Product or Fix, alone or in
combination with anything else, violates the law or damages a third party.
Limitation of liability.
For each Product, each party’s maximum, aggregate liability to the other under this agreement is limited
to direct damages finally awarded in an amount not to exceed the amounts Institution was required to pay
Released
for the applicable Products during the term of this agreement, subject to the following:
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a. Online Services. For Online Services, Microsoft’s maximum liability to Institution for any
incident giving rise to a claim will not exceed the amount Institution paid for the Online
Service during the 12 months before the incident.
b. Free Products and Distributable Code. For Products provided free of charge and code
that Institution is authorized to redistribute to third parties without separate payment to
Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.
c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or
consequential damages, or for loss of use, loss of business information, loss of revenue, or
interruption of business, however caused or on any theory of liability.
d. Exceptions. No limitation or exclusions wil apply to liability arising out of either party’s (1)
confidentiality obligations (except for all liability related to Customer Data, which will remain
subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the
other party’s intel ectual property rights.
Verifying compliance.
a. Right to verify compliance. Institution must keep records relating to all use and distribution
of Products by Institution and its Affiliates. Microsoft has the right, at its expense, to verify
compliance with the Products’ license terms. Institution must promptly provide the
independent auditor with any information the auditor reasonably requests in furtherance of
the verification, including access to systems running the Products and evidence of licenses
for Products Institution hosts, sublicenses, or distributes to third parties. Institution agrees to
complete Microsoft’s self-audit process, which Microsoft may require as an alternative to a
third party audit.
b. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of
Products, then within 30 days (1) Institution must order sufficient licenses to cover its use,
and (2) if unlicensed use or distribution is 5% or more, Institution must reimburse Microsoft
for the costs Microsoft incurred in verification and acquire the necessary additional licenses at
125% of the price, based on the then-current price list and Institution price level. The
under the Act
unlicensed use percentage is based on the total number of licenses purchased for current
use compared to actual install base. If there is no unlicensed use, Microsoft will not subject
Institution to another verification for at least one year. By exercising the rights and procedures
described above, Microsoft does not waive its rights to enforce this agreement or to protect
its intellectual property by any other legal means.
c. Verification process. Microsoft will notify Institution at least 30 days’ in advance of its intent
to verify Institution’s compliance with the license terms for the Products Institution and its
Affiliates use or distribute. Microsoft will engage an independent auditor, which will be
subject to a confidentiality obligation. Any information collected in the self-audit will be used
solely for purposes of determining compliance. This verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Institution’s
operations.
d. Additionally, Institution must use reasonable efforts to make Users aware of the terms and
conditions upon which they are allowed to use the Products. Accordingly, Institution must:
(i) Notify all Users in advance of using the Products that:
1) their use of the Products is subject to the terms of this agreement, including but not
limited to limitations on liability, disclaimer of warranties and exclusion of remedies;
2) they are allowed to run the Products only during the Licensed Period;
Released
3) if this agreement is terminated, or an Enrollment expires and Institution does not
purchase perpetual Licenses for the Products ordered under the Enrollment, then all
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Products run under this agreement or the applicable Enrollment must be deleted
when the Licensed Period expires or is otherwise earlier terminated, whichever is first;
(ii) Periodically publish in an Organization-wide publication and applicable web sites a
reference to the location (either physical or on a computer network) where they can view
the Product Terms and Use Rights;
(iii) Notify Microsoft immediately if Institution becomes aware of any actual or potential
violation of this agreement; and
(iv) Provide all reasonable assistance and cooperation Microsoft requests to investigate and
remedy any unauthorized use of the Products by Users.
If Institution complies with this section, Institution will not be responsible for Student Users’
failure to comply with the terms of this agreement.
Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform services, but will be
responsible for their performance, subject to the terms of this agreement.
b. Microsoft as independent contractor. The parties are independent contractors. Institution
and Microsoft each may develop products independently without using the other’s
Confidential Information.
c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices
must be in writing and will be treated as delivered on the date shown on the return receipt or
on the courier or fax confirmation of delivery. Microsoft may provide information to Institution
about upcoming ordering deadlines, services, and subscription information in electronic form,
including by email to contacts provided by Institution. Emails will be treated as delivered on
the transmission date.
d. Agreement not exclusive. Institution is free to enter into agreements to license, use, or
promote non-Microsoft products or services.
under the Act
e. Amendments. Any amendment to this agreement must be executed by both parties, except
that Microsoft may change the Product Terms and Use Rights from time to time, subject to
the terms of this agreement. Any additional or conflicting terms and conditions contained in
Institution’s or a reseller’s purchase order are expressly rejected and will not apply. Microsoft
may require Institution to sign a new agreement or an amendment to an existing agreement
before processing a new order or entering into an Enrollment.
f. Assignment. Either party may assign this agreement to an Affiliate, but it must notify the
other party in writing of the assignment. Any other proposed assignment must be approved
by the non-assigning party in writing. Assignment will not relieve the assigning party of its
obligations under the assigned agreement. Any attempted assignment without required
approval will be void.
g. Applicable law. The terms of this agreement and each Enrollment entered into with any
Microsoft Affiliate located outside of Europe will be governed by and construed in accordance
with the laws of the State of Washington and federal laws of the United States. The terms of
this agreement and each Enrollment entered into with a Microsoft Affiliate located in Europe
will be governed by and construed in accordance with the laws of Ireland. The 1980 United
Nations Convention on Contracts for the International Sale of Goods and its related
instruments will not apply to this agreement.
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h. Dispute resolution. When bringing an action arising under this agreement, the parties
agree to the following exclusive venues:
(i) If Customer is located in Australia, Hong Kong SAR, Macao SAR, Korea, Malaysia, New
Zealand, Singapore, or Taiwan, the following applies:
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1. If Microsoft brings the action, the venue will be where Institution has its headquarters;
2. If Institution brings the action, the venue will be the state or federal courts in King
County, State of Washington, U.S.A.;
(ii) If Institution is located in Bangladesh, Indonesia, Myanmar, Sri Lanka, Thailand, The
Philippines, or Vietnam, the following terms apply: when bringing an action arising under
this agreement the parties agree the action will finally be resolved by arbitration in
accordance with the terms of this section.
The decision of an arbitrator shall be final,
binding, and incontestable and may be used as a basis for judgment thereon in the
above-named countries or elsewhere. To the fullest extent permitted by applicable law,
the parties waive their right to any form of appeal or other similar recourse to a court of
law.
Any dispute arising out of or in connection with this agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by
reference into this section. The Tribunal shall consist of one arbitrator to be appointed by
the Chairman of SIAC. Arbitration proceedings shall be conducted in English. This choice
of venue does not prevent either party from seeking injunctive relief with respect to a
violation of intellectual property rights or confidentiality obligations in any appropriate
jurisdiction.
The parties consent to personal jurisdiction in the agreed venue. This choice of venue does
not prevent either party from seeking injunctive relief in any appropriate jurisdiction with
respect to a violation of intellectual property rights or confidentiality obligations.
i.
Severability. If any provision in this agreement is held to be unenforceable, the balance of
the agreement will remain in full force and effect.
j.
Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any
waiver must be in writing and signed by the waiving party.
k. No third-party beneficiaries. This Agreement does not create any third-party beneficiary
under the Act
rights.
l.
Survival. All provisions survive termination or expiration of this agreement except those
requiring performance only during the term of the agreement.
m. Taxes. If any amounts are to be paid to Microsoft, the amounts owed are exclusive of any
taxes unless otherwise specified on the invoice as tax inclusive. Institution shall pay all value
added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges,
or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed
under this agreement and that Microsoft is permitted to collect from Institution under
applicable law. Institution shall be responsible for any applicable stamp taxes and for all
other taxes that it is legally obligated to pay, including any taxes that arise on the distribution
or provision of Products by Institution to the Organization. Microsoft shall be responsible for
payment of all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes
on income or profits, or taxes on Microsoft’s property ownership.
If any taxes are required to be withheld on payments made to Microsoft, Institution may
deduct such taxes from the amount owed and pay them to the appropriate taxing authority;
provided, however, that, Institution promptly secures and delivers to Microsoft an official
receipt for those withholdings and other documents Microsoft reasonably requests to claim a
foreign tax credit or refund. Institution must ensure that any taxes withheld are minimized to
the extent possible under applicable law.
Released
n. Management and reporting. Institution must provide and manage account details (e.g.,
contacts, orders, Licenses, software downloads) on Microsoft’s Volume Licensing Service
Center web site (or its successor site) a
t https://www.microsoft.com/licensing/servicecenter. On the effective date of this agreement and any Enrollments, the contact(s) Institution has
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identified for this purpose will be provided access to this site and may authorize additional
users and contacts.
o. Order of precedence. In the case of a conflict between any documents in this agreement
that is not expressly resolved in the documents, their terms will control in the following order,
from highest to lowest priority: (1) this Campus and School Agreement, (2) any Enrollment, (3)
the Product Terms, (4) the Online Services Terms, (5) orders submitted under this agreement,
and (6) any other documents in this agreement. Terms in an amendment control over the
amended document and any prior amendments, concerning the same subject matter.
For Institutions located in any of the countries cited below, the following country-specific
provisions replace or supplement the equivalent provisions as noted:
Australia
Supplement Terms and Conditions, Section 10, “Warranties,” with the following new
subsection:
d. Consumer remedies. Notwithstanding anything in this agreement, consumers may have the
benefit of certain rights or remedies pursuant to the Competition and Consumer Act 2010
(Cth) and similar state and territory laws in Australia in respect of which liability may not be
excluded. If so, then to the maximum extent permitted by law, such liability is limited, at
Microsoft’s option, in the case of goods to either (1) replacement of the goods or (2)
correction of defects in the goods. Australian law requires us to notify consumer purchasers
of Microsoft goods that: “Our goods come with guarantees that cannot be excluded under the
Australian Consumer Law. You are entitled to a replacement or refund for a major failure and
compensation for any other reasonably foreseeable loss or damage. You are also entitled to
have the goods repaired or replaced if the goods fail to be of acceptable quality and the
failure does not amount to a major failure.”
under the Act
New Zealand
Supplement Terms and Conditions, Section 12, “Limitation of liability,” with the following
new subsection:
e. Statutory liability.
(i) Business. Where Microsoft is a supplier (as that term is defined in the Consumer
Guarantees Act 1993 (“CGA”) of the Products, Institution confirms that the Products
provided by Microsoft under this agreement are acquired for the purposes of a business
(as that term is defined in the CGA) and Institution agrees that the CGA does not apply to
the Products supplied by Microsoft.
(ii) Consumers. Nothing in this agreement is intended to limit the rights of a “consumer”
under the CGA where that Act applies, except to the extent permitted by that Act, and the
terms of this agreement are to be modified to the extent necessary to give effect to this
intention.
Released
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