UIT SPLA END USER AGREEMENT

Microsoft SPLA

UIT END USER AGREEMENT FOR MICROSOFT SPLA

Microsoft Software licenses are provided under the “Services Provider License Agreement” (SPLA) between Microsoft and Universal Information Technologies. (UIT). UIT will report the total number of licenses required for each Microsoft Product used during the preceding calendar month and bill you (the “End User”) per the Price Schedule below (plus any applicable taxes). Payment terms are net 30 days. This Agreement does not have a set term, but will continue on a month-to-month basis until terminated. Either party may terminate this Agreement as of the end of a month by giving at least forty-five (45) days’ written notice of its intention to do so. The termination of this agreement will automatically terminate all of End User’s rights to use the Microsoft Products.

 

  1. END USER REQUIREMENTS
  2. a) The End User WILL NOT remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Microsoft Products;

 

  1. b) The End User WILL NOT reverse engineer, decompile, or disassemble the Microsoft Products, except to the extent that such activity is expressly permitted by applicable law;

 

  1. c) THE END USER ACKNOWLEDGES AND AGREES THAT MICROSOFT DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES WITH RESPECT TO THE MICROSOFT PRODUCTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND THAT NEITHER MICROSOFT NOR ITS SUPPLIERS SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE PROVISION OF ACCESS TO THE MICROSOFT PRODUCTS BY UIT;

 

  1. d) UIT, not Microsoft or its suppliers, will provide technical support services to the End User;

 

  1. e) End user WILL NOT engage in any unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of any Microsoft Products, or otherwise engage in the infringement of or interference with Microsoft’s intellectual property rights;

 

  1. f) The End User agrees that UIT may, at the request of Microsoft, disclose to Microsoft information concerning the End User reasonably required by Microsoft to maintain records concerning the licensing of its products including, without limitation, End User’s name and address, the number of licenses or user ID’s issued, and the number of servers, computers or devices on which the Microsoft Products are installed;

 

  1. g) No High Risk Use. The Microsoft Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. The End User may not use the Microsoft Products in any application or situation where the Microsoft Product(s) failure could lead to death, or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk use does not include utilization of Microsoft Products for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. End User agrees to indemnify and hold harmless Microsoft and UIT from any and all liabilities and expenses (including without limitation reasonable attorney’s fees) incurred in connection with any third-party claim arising out of End Users’ use of the Microsoft Products in connection with any High Risk Use.

 

 

  1. END USER LICENSE TERMS

In addition to the terms and conditions set forth in this Agreement, use of the Microsoft Products, including any Client Software (software that is installed on End User’s own servers, computers or other devices for End User’s own use) or Redistribution Software (software that is provided without separate payment as a sample or for redistribution, software development or other purposes), is subject to the terms and conditions set forth in Microsoft’s End User License Terms (including the relevant portions of Microsoft’s Service Provider Use Rights document), which terms and conditions are attached and constitute part of this Agreement. In the event of a conflict, the terms and conditions set forth in Microsoft’s End User License Terms shall be controlling over the terms and conditions set forth in this Agreement.  End User is responsible to UIT for any unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of Client Software and/or Redistribution Software by End User.

 

  1. COMPLIANCE

If Microsoft and/or UIT believes in good faith that End User is not complying with the End User License Terms or any other applicable terms of use, End User must cooperate in good faith with Microsoft and/or UIT to investigate and remedy the non-compliance.

 

  1. COPIES OF PRODUCTS

Within 30 days of the termination of this Agreement, End User shall take the following steps and provide UIT with written certification of the completion of such steps:

 

  1. a) Remove all copies of Client Software and/or Redistribution Software from the End User’s servers, computers and other devices or otherwise render the Microsoft Products permanently unusable; and

 

  1. b) Return or destroy all copies of Client Software and Redistribution Software that it received.

 

  1. INDEMNITY

End User agrees to indemnify and hold UIT harmless against and from any and all liabilities and expenses (including without limitation reasonable attorney’s fees and any surcharges, penalties, damages or other sums payable to Microsoft) which are incurred by UIT as the result of:

 

  1. a) End User’s unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of any Microsoft Products (including without limitation any piracy or counterfeiting of software or other infringement of or interference with Microsoft’s intellectual property rights);

 

  1. b) End Users’ failure to stop using, return or comply with other instructions concerning the Microsoft Products following notice from Microsoft or UIT that the Microsoft Products in question may be the subject of an infringement claim; or

 

  1. c) End User’s violation of Microsoft’s End User License Terms or any other Microsoft terms of use that End User has been made aware of or has reason to know of.

 

  1. PRICE SCHEDULE

Initial pricing for products is as set forth in the proposal, estimate or similar document provided by UIT.  All prices are monthly recurring costs (MRC) in US Dollars or South African Rands.

Prices subject to change without notice.

 

 

 

Microsoft SPLA

END USER LICENSE TERMS – TERMS & 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 Universal Information Technologies. (hereinafter referred to as “UIT”) to an End User (“You”).

UIT does not own the Products and the use thereof is subject to certain rights and limitations of which UIT must inform you.  Your right to use the Products is subject to the terms of your agreement with UIT, and to your understanding of, compliance with, and consent to the following terms and conditions, which UIT 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 any

other hardware where software can be installed that would allow End User to

interact with the Product.

 

“End User” means an individual or legal entity that obtains Software Services

directly from UIT, 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 UIT provides to you that make

available, display, run, access, or otherwise interact, directly or indirectly, with

the Products. UIT 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 UIT 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.

 

  1. OWNERSHIP OF PRODUCTS

The Products are licensed to UIT 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.

 

  1. USE OF CLIENT SOFTWARE

You may use the Client Software installed on your Devices only in accordance with your agreement with UIT and the terms under this document, and only in connection with the Software Services, provided to you by UIT.  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.

 

  1. USE OF REDISTRIBUTION SOFTWARE

In connection with the Software Services provided to you by UIT, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with UIT and this document and/or your agreement with UIT.

 

  1. 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 UIT; 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 UIT, upon notice from UIT or upon transfer of your Device to another person or entity, whichever occurs first.  You may not copy any printed materials accompanying the Products.

 

  1. 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.

 

  1. 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 UIT.

 

  1. TERMINATION

Without prejudice to any other rights, UIT 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 UIT or UIT’ 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 UIT.

 

  1. 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 UIT and not by Microsoft, its affiliates or subsidiaries.

 

  1. PRODUCT SUPPORT

Any support for the Software Services is provided to you by UIT or a third party on UIT’ behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.

 

  1. 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”).

 

  1. EXPORT RESTRICTIONS

The Products are subject to U.S. export jurisdiction.  UIT must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.  For additional information, see http://www.microsoft.com/exporting/.

 

  1. LIABILITY FOR BREACH

In addition to any liability you may have to UIT, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

 

  1. INFORMATION DISCLOSURE

You must permit UIT to disclose any information requested by Microsoft under UIT’ Agreement. Microsoft will be an intended third-party beneficiary of your agreement with UIT, with the right to enforce provisions of your agreement with UIT and to verify your compliance.