If you’re happy to accept, please confirm below.



Download a PDF of the current version of the Zynstra End User License Agreement here, alternatively the text is below.

Download the Zynstra Service Description PDF here.

Download previous versions of Zynstra End User License Agreement:

Version 2
Version 1

TERMS AND CONDITIONS FOR SUBSCRIPTION TO THE ZYNSTRA SERVICES V3

1 Definitions

1.1 When they start with a capital letter, the following words and phrases have the meanings shown:

(a) Agreement: these terms and conditions together with any Orders accepted by Supplier under clause 2.

(b) Commencement Date: the earlier of: (i) the date that the Hardware is installed and connects to the
Supplier’s cloud management platform; or (ii) thirty days after Supplier accepts an Order under clause
2 plus the period of any delay to the setup of the Services caused by Supplier or Zynstra and not due to
any act or omission of Customer, if any.

(c) Customer: the company or organization identified on the Order who subscribes for the Services.

(d) Hardware: the server(s) upon which the Service is run.

(d) Intellectual Property: patents, trade and service marks, trade names, design rights, topography rights,
copyright (including rights in computer software and moral rights), database rights, rights in know-how
and other intellectual property rights, in each case whether registered or unregistered and including
applications for the grant of any of the foregoing and all rights or forms of protection which have a
similar effect anywhere in the world.

(e) Order: Customer’s purchase order or a completed Supplier order form.

(f) Party: Supplier or Customer and Parties means both of them.

(g) Service Description: the then current versions of the articles found at https://support.zynstra.com.

(h) Services: the particular services to be supplied by Supplier that are identified on an Order and will be
supplied in accordance with the Service Description. Services includes incremental improvements,
enhancements, patching and upgrades.

(i) Supplier: Zynstra or any other authorized party who accepts an Order and who is authorized to arrange
for the supply of the Services by Zynstra.

(j) Zynstra: Zynstra Limited.

2 Order procedure

2.1 Customer must submit an Order to Supplier whenever it requires Services. The Order must show:

(a) the particular Services to be purchased by Customer;

(b) Customer’s technical or financial contacts;

(c) the unit rates or price for the Services provided by Supplier.

2.2 Supplier accepts or rejects an Order and, if an Order is accepted. Supplier may reject any Order at its sole
discretion. An Order will be deemed accepted once Supplier begins fulfillment of an Order. Following
acceptance, the Agreement shall come into existence and shall remain in full force and effect until
termination or expiration in accordance with the terms and conditions set forth herein.

2.3 Customer may cancel any Order without charge or penalty by giving Supplier notice at any time before an
Order is accepted under clause 2.2.

3 Setup of the Services

3.1 Each Party’s general responsibilities for setup of the Services are described in the Service Description.
Following acceptance of an Order, Supplier will confirm with Customer’s contact delivery estimates for the
Hardware. Supplier must approve Customer’s internet connectivity specification. Customer is responsible
for ensuring their internet connectivity meets the specifications required in the Service Description and
maintains such internet connectivity throughout the term of the applicable Order unless modified in
accordance with clause 7.5.

3.2 Customer must provide Supplier with reasonable access to Customer’s premises, systems and technical
contact for the purpose of setup of the Services. Customer must give Supplier prior notice of all reasonable

regulations relating to Customer’s premises and Supplier will use commercially reasonable effortsto observe
the same.

3.3 Supplier may charge at its standard rates for any previously agreed visits to Customer’s premises, if Supplier
is unable to carry out its responsibilities because Customer responsibilities are incomplete.

3.4 Customer accepts that it may experience temporary disruption to its systems and operations during the
setup of the Services. Supplier will use its commercially reasonable efforts to minimize such disruption.

3.5 Supplier will reasonably endeavor to comply with Customer’s requests with respect to the setup of the
Services, but Customer accepts that Supplier must have the final decision on matters that might affect the
efficient performance of the Services.

3.6 Once the setup is complete, Supplier will notify Customer of the Commencement Date.

4 The Services

4.1 Supplier will supply the Services in all material respects in accordance with the Agreement and the Zynstra
Technical Briefing Notes.

4.2 Supplier warrants that it will reasonably endeavor to commence the supply of the Services by the planned
Commencement Date and thereafter use commercially reasonable efforts to supply the Services with the
skill and care of a supplier of similar services.

4.3 Supplier warrants that it will maintain all necessary authority and Intellectual Property to supply the
Services.

4.4 In order to measure and improve performance, Supplier may install monitoring systems in connection with
the Services so as to collect and analyze anonymized and/or aggregated information. Supplier will only
disclose the same to third parties who supply components of the Services.

4.5 Customer must use the Services in accordance with the Agreement and any documentation or reasonable
instructions of Supplier. Customer will not use the Services to access, store, distribute or transmit any
Objectionable material or for any Objectionable purpose. “Objectionable” means unlawful, false, fraudulent,
misleading, offensive, pornographic, obscene, derogatory, discriminatory, racist, defamatory, inflammatory,
malicious, threatening, causing nuisance or anxiety, unsolicited mass mailing, flooding, mail-bombing,
spamming, or infringing the rights (including intellectual property rights) of Supplier or third parties, or
otherwise expose Supplier to claims, liability, prosecution, disrepute or other similar third party actions.

4.6 Customer may not sell or re-sell, sub-license, lease, rent, use the Service in the operation of a service bureau,
outsourcing or time-sharing service, or otherwise supply the Services to any third party, but Customer may
use the Services to provide its own products or services to its own customers including the right for
Customer’s own customers to access the Services where necessary for Customer to successfully deliver its
products and services.

4.7 Customer will ensure that its technical contact has the ability to undertake routine diagnostics, maintenance
and systems administration of the Services.

4.8 Customer will ensure that administrative privileges to the Services are only assigned to suitably experienced
persons who are sufficiently familiar with the Services and that such persons protect their passwords and
generally observe good information security practices and controls. Customer shall remain liable for all use
of the Services through Customer’s administrative privileges, whether authorized or not.

4.9 Customer shall abide by the license terms notified by Supplier of any software incorporated into or supplied
with the Services including those annexed to these terms and conditions or provided to or made available
to Customer during the term of this Agreement.

4.10 Customer is solely responsible for the legality, compatibility, operation and maintenance of the applications
and systems it uses with the Services, except for maintenance responsibility for specified Customer
applications or systems explicitly set forth on an Order.

4.11 Customer shall maintain the environmental, systems and operational requirements specified by Supplier.

4.12 Customer must not (i) attempt to repair, adjust, modify, interfere with or copy any software, system or
Hardware used or supplied by Supplier in connection with this Agreement; (ii) attempt to circumvent any
security measures put in place by Supplier or interfere with any monitoring systems installed by Supplier;

(iii) copy, decompile, disassemble, translate, reverse engineer or otherwise modify any portion of the
Service; or (iv) use the Service in a manner that interferes with Supplier’s software, systems or Hardware.
Customer will reasonably co-operate with any requests from Supplier regarding the foregoing and/or
concerning such systems and with any monitoring or reporting requirements.

4.13 Customer must keep any Hardware purchased to enable the provision or support of the Services in with the
manner specified by the Supplier. Supplier will not be responsible for failing to meet the Service Level
Agreements (SLAs) if the Hardware is lost, stolen, damaged or altered in any way from Supplier’s
specifications.

4.14 No part of these terms shall have the effect of a transfer or grant of license to any of the software or
applications contained in the Services unless expressly granted by the Supplier.

4.15 Customer must not to attempt to access the administrative or management portal of underlying third party
services provided as part of the Service for the purpose of operating workloads, storing data, reconfiguring
the Service, circumventing security or accessing functionality provided by an underlying service. Should a
Customer gain access a portal of an underlying third party service then Customer must immediately advise
Supplier.

4.16 Customer may copy and use any documentation supplied by Supplier only in connection with the proper use
of the Services.

4.17 Customer does not acquire ownership of Zynstra owned Hardware supplied as part of or in connection with
the Services. Customer may not permit or create any claim, encumbrance or lien over such Zynstra owned
Hardware and Customer shall prevent the Zynstra owned Hardware supplied by Supplier from suffering loss
or damage. In order to supply the Services, the Hardware, whether purchased by Customer or owned by
Zynstra will be installed on Customer’s premises. The Services require, but do not include, internet
connectivity unless otherwise agreed.

5 Support

5.1 Customer will only use the call reporting and handling processes documented in the Service Description to
notify Supplier of any problems with the Services. Customer will provide such information and access
(physical or remote) that Supplier may reasonably require to analyze the fault. Customer’s own customers
must notify problems through Customer and not directly with Supplier.

5.2 Supplier’s responsibilities for fixing reported problems are described in the Service Description.

5.3 Supplier will aim to achieve the availability target, recovery point objective and recovery time objective
(RTO) set out in the Service Description.

5.4 The support provided by Supplier as part of the Services does not include consultancy, user familiarization
or training.

5.5 Supplier may, at its sole discretion, assist Customer with any problems relating to the Services which are
excluded or not covered by the Agreement and will advise Customer in advance of any charges relating to
such assistance. Any such assistance will be provided on a commercially reasonable efforts basis only and
the timescales set out elsewhere in this clause 5 will not apply.

6 Prices and payment

6.1 Customer will pay Supplier in accordance with this clause 6 for the Services either at the price shown on the
Order or calculated at the rates/unit prices shown on the Order.

6.2 Supplier may invoice from the Commencement Date.

6.3 Payments are due within thirty days of invoice date. Supplier may charge interest on late payments of the
lesser of 1.5% per month or the highest rate chargeable by law and/or may suspend the Service in
accordance with clause 9 below

6.4 Unless an Order states otherwise, by giving Customer at least sixty days’ prior written notice, Supplier may
increase its rates and prices with effect from any anniversary of the Commencement Date by either:

(a) the annual percentage change for the U.S. city average in the year-over-year consumer price index for
all urban consumers (CPI-U), which is released by the United States Department of Labor’s Bureau of
Labor Statistics (and which is available online at www.bls.gov/cpi) (“CPI”); or

(b) the price change generally applicable to Supplier’s customers.
For the avoidance of doubt, Supplier may only amend the price of the Services on the anniversary of the
Commencement Date. If Customer does not accept this new price it may terminate the Agreement as set
out in clause 7.3.

6.5 Prices exclude any sales or purchase taxes, taxes on use, withholding tax, duties, levies or similar in any
territory whether relating to the Agreement or the Services; which will be paid by Customer at the prevailing
rate.

6.6 Supplier will invoice for the Services in advance on either a monthly, quarterly or annual basis or for the
entire Order term as agreed to and shown on the applicable Order. Payments may be made by a direct debit
set up to cover each payment period, if applicable.

7 Changes

7.1 So as to continuously improve its operations, Supplier may revise the Services from time to time. Supplier
shall give Customer at least sixty days’ notice if any change decreases Customer’s rights or increases
Customer’s obligations under this Agreement.

7.2 Supplier may also revise these terms and conditions or any associated documents to take effect from either
the 1st of February and/or the 1st of August, each year by making a general announcement to its customer
base at least sixty days in advance.

7.3 If Customer reasonably believes that any of the revisions in clauses 6.2, 7.1 or 7.2 materially reduces its
rights or materially increases its obligations, it may terminate the Services by giving Supplier at least thirty
days’ notice prior to the date when the revision would become effective. In such case Supplier will repay
Customer fees already received for the terminated Services that would have been supplied after the date of
termination, less any third party termination fees agreed to between the Parties during the thirty-day notice
period.

7.4 Customer must give Supplier at least thirty days’ notice of any changes to its premises that may impact the
Services. Supplier may charge Customer for any substantiated costs incurred as a result of such change.
7.5 Customer must notify Supplier of changes to its internet connectivity arrangements And confirm that their
new internet connectivity still meets the specifications in the Service Description.

7.6 Customer may add to or vary the Services by issuing a new Order. If the pricing band applicable to the new
Order is different to that which applied to the original Order, the subscription term for the new Order will
be for a minimum of thirty-six months unless otherwise agreed in writing.

7.7 The Agreement may only be changed as set out in clause 6, this clause 7 or by any written agreement of the
Parties which is stated to be a change made under this clause 7.7 and is executed by authorized
representatives of each party.

8 Intellectual Property

8.1 All Intellectual Property relating to the Services and derivative works thereof arising out of the Services
during the course of the Agreement will be owned exclusively by Supplier or its licensors.

8.2 Supplier grants Customer the limited, non-exclusive, non-assignable right (without right to sub-license) to
use the Intellectual Property in the Services for Customer’s internal business purposes for the duration of
the applicable accepted Order. Customer acquires no other rights to Supplier’s Intellectual Property.

8.3 Supplier will indemnify Customer from all claims that the Intellectual Property in the Services infringes the
rights of any third party in the United States, provided that Customer:

(a) has used the Intellectual Property in accordance with the Agreement;

(b) does not make or intimate any admission, settlement, opinion or undertaking that may be detrimental
to Supplier’s defense;

(c) gives Supplier prompt notice of any claim and the right to defend and settle any such claims in its own
discretion;

(d) gives Supplier reasonable assistance to defend any such claims at Supplier’s cost; and

(e) uses all reasonable efforts to mitigate Supplier’s liability.

8.4 If any such infringement occurs or may occur, Supplier may at its sole option and expense obtain the right
for Customer to continue using the Services or modify them so as to avoid the infringement without
materially altering their functionality or withdraw the affected Services and repay Customer 110% of the
aggregate sum paid for those Services in the twelve months prior to the infringement claim.

8.5 Notwithstanding clauses 8.3 and 8.4, Supplier shall have no obligations under this clause 8 or otherwise with
respect to claims based on: (a) any modification to the Services made without Supplier’s express written
approval; (b) a combination of Services with non-Supplier products or services; or (c) use for a purpose or in
a manner for which the Services are not designed. This clause 8 states Customer’s sole and exclusive remedy
and Supplier’s entire liability for any infringement claims or actions.

9 Suspension

9.1 Supplier may suspend the Services:

(a) for any reason that would give Supplier the right to terminate the Agreement subject to giving
Customer at least ten days’ notice;

(b) if required to do so by any third party that has its software or Hardware either embedded in the
Services or used in connection with the Services. Supplier will give Customer as much notice as
practicable under the circumstances;

(c) for delayed payment in breach of clause 6.5; or

(d) during an emergency. Supplier will give Customer as much notice as practicable under the
circumstances.

9.2 Supplier will promptly re-instate the Services as soon as practicable after the event causing the suspension
has ceased.

9.3 Except for suspension under clause 9.1 (d), Customer remains liable to pay Supplier as if the Services had
been continuously supplied throughout any period of suspension.

9.4 Supplier’s rights to suspend the Services do not affect its termination rights.

10 Termination

10.1 Either Party may terminate the Agreement with immediate effect by giving the other Party written notice if
the other Party:

(a) breaches any material term, condition or provision of the Agreement or any material provision
required by law and fails to remedy the breach within thirty days of written notice; or

(b) ceases to carry on as a business, or receives a court order or passes a resolution for winding-up (other
than for the purpose of solvent amalgamation or reconstruction), or is declared insolvent; initiates
any arrangement or composition with its creditors; has a liquidator, receiver, administrator,
administrative receiver, manager, trustee or similar officer appointed over any of its assets; or is
otherwise subject to any bankruptcy or insolvency proceeding.

10.2 Within thirty days of the date of termination Customer is solely responsible for: arranging any replacement
of the Services, returning all software and documentation received from Supplier, backing up all its affected
systems and data and removing all of its software and data from Zynstra owned Hardware provided by
Supplier as part of or in connection with the Services. At any time after thirty days from the date of
termination, Supplier may disable the Services and delete any copies of Customer information and data
within its control and remove Zynstra owned Hardware supplied as part of or in connection with the Services
unless the Parties have agreed for such Hardware to be transferred to Customer. Customer shall cooperate
with Supplier to provide for the return of any such Hardware that is not transferred to Customer

10.3 All rights and obligations of the Parties under the Agreement, including any right to any accrued service
credits, will automatically cease upon termination except for such rights of action that accrue prior to
termination and any rights or obligations under the Agreement or at law, which expressly or by implication
come into or continue in force upon termination.

11 Term and renewals

11.1 Customer must contact Supplier not less than 30 days of the end of each Order term to discuss Customer’s
renewal or cancellation options. Within this period, Customer will have two options:

(a) to enter into the renewal process with Supplier to sustain or alter their current subscription to meet
their business needs; or

(b) to notify Supplier that they wish to terminate their subscription at the end of their Order term.
11.2 Supplier will continue to support Customers by providing the Services to Customers who do not contact the
Supplier regarding renewal or cancellation of their subscription. The contract for the Services will be
renewed for an additional twelve months at the then current twelve month subscription price.

11.3 This Agreement shall remain in full force and effect so long as accepted Orders remain in effect. Upon either
termination of this Agreement or the expiration or termination of all accepted Orders, this Agreement shall
be deemed to have expired except for the clauses that survive in accordance with clause 10.3 and clause 14.1.

12 Disclaimer of warranties

12.1 Customer accepts that computer systems in general cannot be free of errors or interruptions and agrees
that the existence of errors or interruptions in the Services does not constitute a breach of this Agreement.

12.2 EXCEPT AS SET FORTH IN CLAUSE 4 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, SUPPLIER PROVIDES THE SERVICES “AS-IS,” MAKES NO OTHER EXPRESS WARRANTIES UNDER THIS
AGREEMENT, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY OTHER WARRANTY.

13 Limitations on liability

13.1 Supplier’s aggregate liability in any twelve month period to Customer for direct loss or damage arising under
contract, law or tort will not exceed the greater of a) $1,000 or b) 110% of the sum paid by Customer for the
affected Order(s) in the twelve months prior to the event giving rise to the liability.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPPLIER BE LIABLE FOR ANY LOST
PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOST BUSINESS OPPORTUNITIES,
INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY,
OR OTHERWISE.

13.3 The limitations on liability set forth in this clause 13 shall apply regardless of whether Supplier has been
advised of the possibility of such damages and regardless of whether any remedy fails of its essential
purpose.

14 Confidentiality

14.1 “Confidential Information” is information which the disclosing Party identifies as confidential or which is
usually considered to be confidential in the industry. Confidential Information excludes information which
was already legitimately known by the receiving Party before the start of discussions leading to the
Agreement or which is or becomes independently known to it or becomes public knowledge without any
breach of this clause. Each Party will only use Confidential Information as necessary for performance of this
Agreement and disclose the other Party’s Confidential Information to those of its own personnel who need
to know for purposes connected with the Agreement. Each Party will apply the best practices of the industry
to protect the other Party’s Confidential Information from unauthorized disclosure. The obligations in this
clause survive termination of the Agreement.

14.2 Customer agrees that Supplier may include Customer in its list of customers published on its website. For
any publicity regarding Customer in addition to such list, Supplier will obtain Customer’s prior written
approval, which will not be unreasonably withheld, conditioned or delayed.

15 Dispute resolution

15.1 Except for interim injunctive measures with respect to breach of confidentiality or infringement of
Intellectual Property, the chief executive of each Party or their nominees will have fourteen days to resolve
any dispute before either Party may resort to any other course of action.

16 Assignment and subcontracting

16.1 Supplier may subcontract any part of the Services but will be responsible for the acts and omissions of such
subcontractors. Supplier may assign or transfer this Agreement pursuant to a sale, merger or other business
reorganization of Supplier or any of its operating units. Except as set forth in this clause, neither Party may
assign or transfer all or part of the Agreement, or any of its rights or obligations or appoint any agent to
perform the same without the other’s prior written agreement. Neither Party will unreasonably delay or
withhold agreement if the other wishes to transfer all of its rights and obligations to a wholly owned
subsidiary, or to a wholly owned subsidiary of its parent company, or to its parent company. The Agreement
is binding upon the Parties’ successors or assignees.

17 Waiver

17.1 Failure by either Party to enforce any provisions of the Agreement will not represent a waiver of such rights
and will not affect the validity of the Agreement.

18 Severability

18.1 If any part of the Agreement is found to be invalid or unenforceable, it will be deemed to be amended to
the minimum extent required to remove the invalidity or unenforceability so that the Agreement remains
valid and unaffected to the fullest possible extent.

19 Notices

19.1 Any notice or written agreement under the Agreement may be given by:

(a) mail or courier to the other Party’s authorized representative at any address shown in the Agreement,
or to any other address as one Party has notified the other of, and will be valid on the date of recorded
receipt, or

(b) email to the email address of the other Party’s authorized representative and will be valid at the time
of sending unless the email system has generated an unsuccessful transmission or unsuccessful delivery
report.

20 Force majeure

20.1 Except for the obligation to make payments properly due, neither Party will be liable for delays or failures
caused by circumstances beyond its reasonable control. The affected Party must promptly give the other
notice of any such delay or failure and use commercially reasonable efforts to mitigate the delay or failure.

21 Legal construction of the Agreement

21.1 No provision in this Agreement is intended, nor shall any be interpreted, to provide any person not a Party
to this Agreement with any remedy, claim, liability, reimbursement, cause of action or create any other third
party beneficiary rights against Supplier.

21.2 Supplier and Customer are independent entities. This Agreement shall not constitute, create or give effect
to a joint venture, pooling arrangement, principal/agency relationship, partnership relationship,
employer/employee or formal business organization of any kind and neither Supplier nor Customer will have
the right to bind the other without the other’s express prior written consent.

21.3 The Services are subject to the export control laws of various countries, including without limitation the laws
of the United States. Customer shall also be responsible for complying with all such applicable laws.

21.4 The Parties agree to use the English language for all matters relating to the Agreement.

21.5 The Agreement is governed by New York law (without giving effect to principles of conflict of laws) and
subject to the exclusive jurisdiction of the state and federal courts in the State of New York. The United
Nations’ Convention on Contracts for the International Sale of Goods does not apply.

21.6 The Agreement represents the entire agreement and understanding between the Parties in respect of its
subject matter and the terms and conditions of any purchase orders, acknowledgements or similar
documentation put forward by Customer have no effect whether or not Supplier supplies the Services
without expressly rejecting such terms and conditions.

21.7 Customer accepts all of the above by submitting an Order to Supplier. Supplier accepts all of the above by
accepting an Order.

END USER LICENSE TERMS
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include associated software, media, printed materials, and
“online” or electronic documentation (individually and collectively, “Products”) provided by Zynstra Limited (hereinafter referred to
as “Customer”). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which
Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your
understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to
vary, alter, or amend.
1. DEFINITIONS.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,”
server or other electronic device.
“End User” means an individual or legal entity that obtains Software Services directly from Customer, or indirectly through a
Software Services Reseller.
“Redistribution Software” means the software described in
Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that Customer provides to you that make available, display, run, access, or otherwise
interact, directly or indirectly, with the Products. Customer must provide these services from data center(s) through the
Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Customer receives
a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End
User to interact with the Product.
2. OWNERSHIP OF PRODUCTS. The Products are licensed to Customer from an affiliate of the Microsoft Corporation
(collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other
Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets”
incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright
trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright
laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use
of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your
agreement with Customer and the terms under this document, and only in connection with the Software Services, provided to you
by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License
Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
4. USE OF REDISTRIBUTION SOFTWARE. In connection with the Software/Services provided to you by Customer, you may
have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually
and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, INSTALL AND/OR DISTRIBUTE
ANY CLIENT SOFTWARE AND/OR REDISTRIBUTION SOFTWARE. Microsoft does not permit you to use any Redistribution
Software unless you expressly agree to and comply with
such additional terms, as provided to you by Customer.
5. COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client
Software on your Device as expressly authorized by Customer; and (b) you may make copies of certain Redistribution
Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client
Software and/or Redistribution Software upon termination or cancellation of your agreement with Customer, upon notice
from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any
printed materials accompanying the Products.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse
engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this
limitation, expressly permits such activity.
7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third
party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole
purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of
this agreement and any agreement between you and Customer.
8. TERMINATION. Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to
comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer’s
agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and
destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with
Customer.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by
applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct,
indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by 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. NOT FAULT TOLERANT. The Products are not fault- tolerant and are not guaranteed to be error free or to operate
uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or
serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
12. EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable
laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, enduse
and destination restrictions issued by U.S. and other governments. For additional information, see
http://www.microsoft.com/exporting/.
13. LIABILITY FOR BREACH. In addition to any liability you may have to Customer, you agree that you will also be legally
responsible directly to Microsoft for any breach of these terms and conditions.
14. INFORMATION DISCLOSURE. You must permit Customer to disclose any information requested by Microsoft under the
Customer’s Agreement. Microsoft will be an intended third party beneficiary of your agreement with Customer, with the right to
enforce provisions of your agreement with Customer and to verify your compliance.

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