Microsoft Campus Agreement
- License Grant. We grant you the right to run the Software during the term of this agreement and to extend these same rights to your Users. Such rights shall be pursuant to the terms and conditions set forth herein and in the License Agreement located at www.microsoft.com/education/pricing/campusagree. A copy of the License Agreement will be provided to you at your request. In order to run the most current version of a Microsoft operating system (Windows or Windows NT Workstation) you must have a valid license for an operating system on each PC on which the Software is run.
- Ordering Software. The submission of this agreement to a reseller that we have authorized to distribute licenses under this agreement in your region (a "Reseller") together with your purchase order number for the Software will serve as your offer to purchase licenses to the Software by you and your Users. Upon our acceptance of your properly completed agreement, we will process your agreement and send you an Acceptance Letter authorizing your right to run the Software in accordance with this agreement. Your Reseller will receive an invoice for the licenses you have ordered and your Reseller will invoice you for those same licenses. You must pay your designated Reseller all amounts properly invoiced with respect to the licenses as and when required by the terms of your agreement with your Reseller. In the event that you enter into a new Campus Agreement with us immediately following the expiration of this agreement, we will not increase the license prices we charge your Reseller for new licenses under your new Campus Agreement by more than ten percent (10%) from those charged under this agreement, provided the same Software is ordered in substantially the same quantities. At any time during the term of this agreement, but not after its termination or expiration, you can convert your temporary licenses to run the Software hereunder to perpetual licenses ("buyout option"). You must contact your Reseller to exercise your buyout option. If you choose this option, you will be required to count the current number of Pentium, PowerMAC, IMAC or equivalent PCs, plus any additional PCs on which you choose to run the Software ("eligible PCs") in your institution and acquire a perpetual license for the most current version of Microsoft Windows operating system, Microsoft Office Professional and Microsoft BackOffice Client Access License and the add-on products you selected at submission of this agreement for each eligible PC. You will have the option of acquiring a perpetual license for Microsoft FrontPage, MS Press Office Starts Here Step-by-Step interactive and Microsoft Visual Studio Professional Edition for either i) all the eligible PCs, or ii) only those eligible PCs that are currently running those products. The buyout option will give you a perpetual license for all the Software that you purchase a buyout license for under this agreement, based upon the number of eligible PCs you identify. You will receive a License Confirmation for those licenses you acquire exercising your buy- out option.
- Term and Termination. This agreement shall be effective as of the date of our Acceptance Letter to you and continue in effect for a period of twelve (12) full calendar months, unless earlier terminated. If a new Campus Agreement is not in effect within thirty (30) days following termination or expiration of this agreement, you must confirm to us that you have complied with your notice obligations in Section 4 and certify to us in writing the number of copies of the Software you have deleted and removed and/or the number of licenses you have ordered as per Section 2 above. Either of us may terminate this agreement if the other is in breach of this agreement, and the breaching party does not cure the breach within thirty (30) days of receiving written notice of such breach. We may terminate this agreement with immediate effect if you lose your educational accreditation by the applicable governmental regulatory agency. Sections 3, 4, 5, 6 and 7 shall survive termination or expiration of this Agreement.
- Facilitating Compliance. You must keep all usual and proper records relating to your reproduction, distribution and use of the Software. We reserve the right to audit you during the term of this agreement and for a period of one (1) year thereafter, provided that such audit(s) will be conducted during normal business hours and in such a manner as not to interfere unreasonably with your operations. Additionally, you must use reasonable efforts to make your Users aware of the terms and conditions upon which they are allowed to run the Software. To this end, you must notify all Users that (a) you have entered into this agreement with us, (b) they are only licensed to run the Software during the term of this agreement; (c) if you don't renew this agreement or exercise the buyout option or otherwise purchase perpetual licenses for the Software, then the Software licensed under this agreement must be deleted and removed from all computers at the time that this agreement expires or is terminated and you must periodically publish in your institution-wide publication and applicable web sites either the then current License Agreement or a reference to the location (either physical or on a computer network) where the License Agreement can be reviewed. In addition, you will provide all reasonable cooperation to us to investigate and remedy any unauthorized reproduction of the Software made available for access or use to your Users.
- Disabling Mechanisms and No Support Services. We reserve the right to include on any copy of the Software we make available hereunder any proactive technical disabling mechanisms that would enable us, with a timed device, to disable the Software once this agreement has expired or is terminated. As a result, please be advised that you and your Users would likely suffer data loss or other system errors or malfunctions if they continue to run of the Software after the termination or expiration of this agreement. Additionally, neither you nor your Users shall be entitled to free telephone support with respect to the Software.
- Limited Warranty and Disclaimers. You are provided with a 90-day product warranty and Year 2000 warranty, the terms of which are in your License Agreement. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN THE PRECEDING SENTENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED MATERIALS. THERE MAY BE SITUATIONS IN WHICH YOU HAVE A RIGHT TO CLAIM DAMAGES FROM US. WHATEVER THE BASIS FOR YOUR CLAIM (SUCH AS BREACH OF CONTRACT OR TORT), OUR LIABILITY WILL BE LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT YOU HAVE PAID UNDER THIS AGREEMENT WITH RESPECT TO THE PRODUCT GIVING RISE TO YOUR CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING IN CONNECTION WITH THIS AGREEMENT, ANY ENROLLMENT OR PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- General. This agreement, which is comprised of the cover page, Address Information Form, Order Form, Reseller Information Form, License Agreement and these Terms and Conditions, constitutes the entire agreement between you and us concerning the subject matter hereof, and merges all prior and contemporaneous communications with respect to such subject matter. The provisions of these documents control over any provisions in any purchase order or any general terms and conditions maintained by you or us. To the extent there is any inconsistency between the provisions contained in Sections I through 7 of these terms and conditions and any other part of this agreement, these terms and conditions shall control. Any amendments in connection with this agreement not in writing and signed by both parties is not binding. If you wish to assign or transfer this agreement or your rights or obligations hereunder you must obtain our prior written approval. We reserve the right to transfer this agreement or our rights and obligations hereunder to one of our affiliated companies without your prior approval. Except as expressly provided in the following sentence, if any provision of this agreement is held to be invalid or unenforceable, the remaining provisions or portions hereof shall remain in full force and effect, and if the invalidity or unenforceability is due to the unreasonableness of any provision or portion thereof, the court, or arbitrator as the case may be, shall reform such provision or portion thereof to be effective to the maximum extent permitted by law. Notwithstanding the preceding sentence, in the event provisions of this agreement or the License Agreement regarding warranties, limitations of liability, compliance verification or obligations on termination or expiration are found to be invalid or unenforceable, this agreement shall be voidable by us at our option. It is the express wish of the parties that this agreement and all related documents have been drawn up in English.