HomeMy WebLinkAboutMICROSOFT; 2010-10-26; 01E69633Microsoft Volume Licensing
Enterprise Signature Form State and Local
Master Agreement number or
Enrollment number*01E69633 SGN-000-smangum-S0017
Microsoft to complete if
applicable
"Note: Enter the applicable active numbers associated with the below documents. Microsoft requires the associated active number be
indicated here, or listed below as new.
This signature form and all contract documents identified in the table below are entered into between the
Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Document Number or Code
Enterprise Enrollment
<Choose One>
<Choose One>
<Choose One>
Supplemental EA Terms & Conditions
Enterprise Enrollment Amendment
Enterprise Enrollment Amendment
Document Description • :" '.
Document Description
X20-00096
Document Number or Code
Document Number or Code
Document Number or Code
none
B67 (new)
7B1 (new)
Document Number or Code
Document Number or Code "-''":"•
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents,, including any websites or* documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity *,Qity of Carfsb
^ C_//Signature */>-TVv <^t~]
Printed Name *T . u • i j u jLi?g Hildebrgnd
Printed Title * City Manager
Signature Date * 10/28/2010
Microsoft Affiliate
Microsoft Lice
Signature
Printed Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)OCT 0 7 2010
Tax ID Effective Date
(may be different than Microsoft's signature date)
indicates required field
APPROVED AS TO FORM
ProgramSignFormGov(US)SLG(ENG)(Oct2009)Page 1 of 2
•%ndOptional 2" Customer signature or Outsourcer Signature (if applicable) |\'c'>
Customer Outsourcer
Name of Entity *
Signature *
Printed Name *
Printed Title *
Signature Date *
Name of Entity *
Signature *
Printed Name *
Printed Title *
Signature Date'
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form. If no media form is included, no physical media
will be sent.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager who must submit them to the following address. When the
signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137 •
USA
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFormGov(US)SLG(ENG)(Oct2009)Page 2 of 2
Microsoft Volume Licensing
Enterprise Enrollment State and Local
Supplemental Enterprise Agreement Terms and Conditions
The following terms are required to update and supplement your license agreement to make it consistent
with the current version of the Enterprise Agreement program and to allow for additional features and
benefits which may or not have been available on the effective date of your license agreement.
For example, these terms address the following:
• your option to license some Client Access Licenses ("CALs") on a per user basis ("user-
based CALs"), rather than on a per device basis, and some rights and obligations associated
with user-based CALs,
• terms relating to ordering and use of online services;
• your right to order "step-up" licenses; and
• your ability, in some jurisdictions, to arrange for customized payment terms.
These terms and conditions amend your license agreement as it applies to this enrollment and any
subsequent enrollments you or an enrolled affiliate enters into under it. It does not affect any prior
enrollment already in existence. In the case of any conflict between these terms and conditions and the
terms and conditions of your license agreement, these terms control.
1. Definitions. ^,,
If your license agreement does not already include a definition for "qualified users," the following definition
of "qualified users" is added. In addition, if any references appear in your license agreement to the "Core
User CAL" or "Core CAL," those references will be deemed to refer to any user-based CALs.
"qualified user" means a person who (1) is a user of a qualified desktop or (2) accesses any server
software or online services licensed within an enrolled affiliate's enterprise. It does not include a person
who accesses the server software or online services solely under a license identified in the qualified user
exemptions in the product list.
2. Terms relating to user-based CALs.
a. Price levels where user-based CALs are ordered. When user-based CALs are ordered as
an enterprise product, other than as part of the "platform," the price level for any enterprise
products or additional products ordered from the server pool will be set based on the enrolled
affiliate's initial number of qualified users, rather than its initial number of qualified desktops.
Similarly, upon any renewal, if user-based CALs are renewed, other than as part of the
"platform," the renewal price level for the systems pool will be reset based on the number of
the enrolled affiliate's qualified users at the time of renewal, rather than its number of
qualified desktops.
b. True-ups and update statements where user-based CALs are ordered. The section of
your license agreement that addresses the obligation to place true-up orders and submit
update statements is hereby modified to require that, where user-based CALs are ordered as
an enterprise product, the enrolled affiliate must determine the number of qualified users in its
enterprise and, where that number has increased, submit a true-up order for L&SA for its
user-based CALs covering those additional qualified users. If the number of qualified users
has not increased, the enrolled affiliate must confirm this fact on its update statement.
Although annual true-up or update statements must be submitted within 60 days prior to or 15
days following the anniversary to meet the true-up requirement, an enrolled affiliate may also
EA(EADTTandCs)(US)SLG(ENG)(Oct2009) Page 1 of 2
true-up more frequently at any time during the term of the enrollment. The third-year
anniversary true-up or update statement is due prior to or at the expiration date of the
enrollment term.
Our commitment to work with the enrolled affiliate in good faith to accommodate changes in
the number of its qualified desktops by more than ten percent as a result of mergers,
acquisitions or divestitures will also apply, if user-based CALs are ordered as an enterprise
product, in cases where the number of its qualified users changes by more than ten percent.
c. License grant for user-based CALs. The following clarifications are made to the section of
your license agreement titled "License grant — what your enrolled affiliates are licensed to
run," to account for user-based CALs:
For CALs, your license grant is as follows', during the term, each qualified desktop (if device-
based CALs have been ordered) or qualified user (if user-based CALs have been ordered)
covered by the enrollment may access and use the associated server software.
Regarding the number of perpetual licenses received for user-based CALs: When user-based
CALs have been ordered as an enterprise product, and once the enrolled affiliate qualifies for
perpetual licenses, the number of the enrolled affiliate's perpetual licenses for such CALs will
be equal to the number of qualified users covered by the enrollment, rather than the number
of qualified desktops.
d. Placing renewal orders for user-based CALs. Upon renewal of an enrollment, if user-
based CALs were ordered as an enterprise product, the renewal order must include Software
Assurance for such user-based CALs for the number of qualified users covered by the
enrollment as of the date of renewal.
"'"" ~'k'f^-, "•'' '"At renewal, where'appficable, the enrolled affiliate can elect to exchange user-based CALs
for device-based CALs or vice versa. In that event, the enrolled affiliate's renewal order must
include L&SA for the number of qualified users or qualified desktops in excess of its current
count. See the Product List for more information.
3. Online services.
The terms and conditions of your license agreement apply to online services subscriptions throughout the
entire term of the subscription except as provided in your license agreement and in the Product List or
Product Use Rights at http://microsoft.com/licensing/contracts. Online services are provided as
subscription services and may carry terms that are independent of the agreement terms. Billing terms for
online services subscriptions may also differ from the terms of this agreement. Online services are not
perpetual under any circumstances. Except where online services are provided as part of other Licenses,
true-ups do not apply to online services.
4. Right to order "step-up" Licenses.
If an already ordered product has multiple editions, an enrolled affiliate may migrate to the higher edition
by ordering the applicable step-up. If step up details are included in an initial enrollment order, then the
enrolled affiliate may step-up in accordance with the true-up process. If the step-up details are not
included in the initial enrollment order, the enrolled affiliate may step-up by placing an order in the month
the step-up is first run in accordance with the process set out for adding new additional products not
previously ordered.
EA(EADTTandCs)(US)SLG(ENG)(Oct2009) Page 2 of 2
Microsoft Volume Licensing
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)7897170
Proposal ID
Earliest expiring previous
Enrollment end date 1
000-smangum-S0017
10/31/2010
If consolidating from multiple previous Enrollments with Software Assurance, complete the multiple previous Enrollment form and attach it to this
Enrollment. Enterprise Products can only be renewed from a Qualifying Enrollment. Additional Products can be renewed from any previous
Enrollment with Software Assurance.
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as of the effective date identified
in the signature form. Customer represents and warrants that it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified above.
This Enrollment consists of (1) this document, (2) the terms of the Enterprise Agreement identified on the
signature form, and (3) any supplemental contact information form or multiple previous enrollment form
that may be required. If Customer's Enterprise Agreement is a version 6.4 or earlier, the Desktop Terms
and Conditions are incorporated by reference.
All terms used but not defined; are located at http://microsoft.com/licensinq/contracts. In the event of any
conflict the terms of this agreement control.
Effective date. If Customer is renewing Software Assurance from one or more previous Qualifying
Enrollments, then the effective date wilVbe the day after the first Enrollment expires. Otherwise the
effective date will be the date this Enrollment is accepted by Microsoft.
If renewing Software Assurance, the Reseller will need to insert the previous Enrollment number and end
date in the respective boxes above.
Term. This Enrollment will expire 36 full calendar months from the effective date. It could be terminated
earlier or renewed as provided in the Microsoft Enterprise Agreement. Microsoft will advise Customer of
the renewal options before it expires.
Product order. The Reseller will provide Customer with Customer's Product pricing and order. Prices
and billing terms for all Products ordered will be determined by agreement between Customer and the
Reseller. The Reseller will provide Microsoft with the order separately from this Enrollment.
Qualifying systems Licenses. All desktop operating system Licenses provided under this program are
upgrade Licenses. No full operating system Licenses are available under this program. If Customer
selects the Desktop Platform or the Windows Desktop Operating System Upgrade & Software Assurance,
all Qualified Desktops on which the Windows Desktop Operating System Upgrade must be licensed to
run one of the qualifying operating systems identified in the Product List at
http://microsoft.com/licensinq/contracts. Note that the list of operating systems that qualify for the
Windows Desktop Operating System Upgrade varies with the circumstances of the order. That list is
more extensive at the time of the initial order than it is for some subsequent true-ups and system
refreshes during the term of this Enrollment.
For example, Windows XP Home Edition or successor Products are not qualifying operating systems.
EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 1 of 4
Document X20-00096
1. Contact information.
Each party will notify the other in writing if any of the information in the following contact information
page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Customer
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other
parties that help administer this Enrollment. The personal information provided in connection with this
Enrollment will be used and protected in accordance with the privacy statement available at
http://licensinq.microsoft.com.
a. Primary contact information: The Customer of this Enrollment must identify an individual
from inside its organization to serve as the primary contact. This contact is the default
administrator for this Enrollment and receives all notices unless Microsoft is provided written
notice of a change. The administrator may appoint other administrators and grant others
access to online information.
Name of entity (must be legal entity name)* City of Carlsbad
Contact name* First Bob Last Fries
Contact email address* bob.fries@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State * CA Postal code* 92008
Country* USA
Phone* 760-602-2789 Fax 760-602-8555
Tax ID (if applicable)
b. Notices and online administrator: This individual receives online administrator
permissions and thus may grant online access to others. This contact also receives all
notices.
[X] Same as primary contact
Name of entity (must be legal entity* name)*
Contact name* First Last
Contact email address*
Street address*
City* State* Postal code*
Country*
Phone* Fax
D This contact is a third party (not the Customer). Warning: This contact receives
personally identifiable information of the Customer.
c. Language preference: Select the language for notices. English
d. Microsoft account manager: Provide the Microsoft account manager contact for this
Customer.
Microsoft account manager name: Debra Jacobson
Microsoft account manager email address: debraj@microsoft.com
e. If Customer requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact remains the default.
• Additional notices contact
• Software Assurance manager
• Subscription manager
• Online Services manager
• Customer Support Manager (CSM) contact
f. Is a purchase under this Enrollment being financed through MS Financing? Q Yes, Kl No.
EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009) Page 2 of 4
Document X20-00096
g. Reseller information
Reseller company name* CompuCom Systems, Inc.
Street address (PO boxes will not be accepted)* 7171 Forest Lane
City* Dallas State * TX Postal code* 75230
Country* USA
Contact name * Stacy Price
Phone* 972-856-5520
Fax
Contact email address* stacy.price@compucom.com
The undersigned confirms that the information is correct.
Name of Reseller* CompuCom Systems, Inc.
Signature
Printed name* Stacy Prfce
Printed title* Microsoft BDM
Date*
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business
with one another, Customer must choose a replacement If Customer intends to change the
Reseller, it must notify Microsoft and the former- Reseller, in writing .ona form provided at
least 90 days prior to the date on which the change is to take'effect The change will take
effect 90 days from the date of Customer's signature '
^f^p^ . V;'' <• /
2. Defining y^tn^cn^irprise^i .,,;, -'• ';'; r ***},,
' '^ '-~ •' ' ''J'n V';4'• ^"-;'' f"Use this sectiorv to identify 'which 'Affiliates are:inb|uded:; in the Enterprise , Customer's Enterprise must
consist of entire government agencies* departments or legal'jurisdictions, not partial government
agencies, departments, or legal jurisdictions. (Glfecicpnly 6he:box intfiis section.);
J2S) Only you (and no other affiliates) will be participating
d Customer and ail Affiliates are included (excluding hew Affiliates with which you consolidate in the
future)
O;The;;follbwirig Affiliates are excluded
3. Establishing Customer price level.
The price level indicated in this section will be the price level for the initial Enrollment term for all
Enterprise Products ordered and for any Additional Products in the same pool(s). The price level for any
other Additional Products will be level "D".
Qualified Desktops: Customer represents that the total number of Qualified
Desktops in its Enterprise is, or will be increased to, this number during the initial
term of this Enrollment (This number must be equal to at least 250 desktops).
801
EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 3 of 4
Document X20-00096
Qualified Users: Customer represents that the total number of Qualified Users in
its Enterprise is, or will be increased to, this number during the initial term of this
Enrollment (This number must be equal to at least 250 users).
906
Number of
desktops/ users
250 to 2,399
2,400 to 5,999
6,000 to 14,999
15,000 and above
Price level
A
B
C
D
Price level (for pools in which
Customer orders an Enterprise
Product):
Qualified
Desktop
D
Qualified
User
D
Price level (for pools in which
Customer does not order an
Enterprise Product):
Price level "D"
4. Enterprise Product orders.
Customer must select a desktop platform or any individual Enterprise Product before it can order
Additional Products. The CAL selection must be the same across the Enterprise. The components of the
current versions of any Enterprise Product are identified in the Product List.
Enterprise Product Selection
Please choose the Enrolled Affiliate's desktop option (Select 1):
D Enterprise Desktop with MDOP O Enterprise Desktop
D Professional Desktop with MDOP D Professional Desktop
[X] Custom Desktop or Individual Enterprise Product Component(s):
Select at least 1 component. (For full platform, Windows Desktop, Office, and Client Access
License components must all be selected.)
[X] Windows Desktop (Includes Windows Desktop Operating System Upgrade and
VECD): Windows Desktop with MDOP
IEl Office: Office Professional Plus
[3 Client Access License: Enterprise CAL
For any Client Access Licenses, please indicate whether licensing by Desktop or User: User
Other Enterprise Products (optional):
I | Add VECD for Software Assurance as an Enterprise Product (must have selected option with
"Windows Desktop OS Upgrade")
Unless stated/indicated otherwise, Microsoft will invoice Customer's Reseller in 3 equal annual
installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and
thereafter on the anniversary of the Enrollment. All subsequent new Additional Products and true-ups are
billed in full.
EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 4 of 4
Document X20-00096
Microsoft Volume Licensing
Enterprise Enrollment
Amendment ID 7B1
000-smangum-S0017
This Enterprise Enrollment Amendment ("Amendment") is entered into between the entities as of the
date identified on the signature form. This Amendment governs Customer's use of and access to the
Research In Motion and its Affiliates ("RIM") BlackBerry Enterprise Server solution provided by
Microsoft (the "Hosted BlackBerry Service"). The Hosted BlackBerry Service is for use only in
combination with the Exchange Online subscription purchased by Customer under the Enterprise
Agreement ("Agreement").
This Amendment supplements the Agreement and applies only to Customer's use of the Hosted
Blackberry Service. Unless Customer has signed an MBSA version 2010 or later, the Online Services
Supplemental Terms and Conditions shall apply to this Amendment and the Hosted Blackberry
Service.
This Amendment is valid until expiration of the current Enrollment term. No extension of this
Amendment is provided without Microsoft's prior written approval.
1. Definitions.
All capitalized terms used butrtot defined in this Amendment shall have the meanings given them in
the Agreement.
"License" means the rights granted by Microsoft to Customer to copy, install, use, access, display,
run, and/or otherwise interact with the Hosted BlackBerry Service.
2. Provision of Hosted BlackBerry Service
a. General. Microsoft grants Customer a License to use the Hosted BlackBerry Service,
subject to Customer's obligation to pay and to any other obligations described in this
Amendment or the Agreement. Microsoft will provide the Hosted BlackBerry Service to
Customer in accordance with the user documentation at
www.microsoft.com/online/mobility.
b. Customer usage. Customer's access to and use of the Hosted BlackBerry Service is at
all times subject to the Microsoft Online Code of Conduct (Acceptable Use Policy) at
http://go.microsoft.com/fwlink/?LinklD=79886&clcid=Ox409, or any successor policy
thereto.
c. Availability of Hosted BlackBerry Service. Microsoft may change the Hosted
BlackBerry Service at any time. Customer's continued use of the Hosted BlackBerry
Service shall indicate Customer's acceptance of such change.
d. No SLA. The Hosted BlackBerry Service is not subject to the Service Level Agreement
("SLA") associated with Customer's Exchange Online Services. Without limitation,
Microsoft is not responsible for downtime associated with the RIM network.
e. Support Limitations. If and to the extent set forth in applicable user documentation, and
possibly subject to a separate fee, Microsoft may provide technical support to Customer's
IT administrator(s) for issues relating to (1) the operation of the Hosted Blackberry
Service, including interfacing with RIM on troubleshooting, if and as needed, and/or (2)
the BlackBerry administration tools and interface made available to Customer as a part of
the Hosted BlackBerry Service. Microsoft is not responsible for support of Customer's end
users, or for support related to issues outside its control including, but not limited to: (1)
operation or downtime of the RIM network, or (2) operation or configuration of handheld
devices or software or desktop software.
EAEnrAmend(Dir)(WW)(ENG)(Jun2010) Hosted Blackberry Terms and Conditions
3. Customer Obligations.
a. BlackBerry Handhelds, Wireless Services. Customer is responsible, at its expense,
(1) for obtaining all necessary BlackBerry handheld devices and associated device
software for its end users, (2) for obtaining all RIM desktop software desired for use by its
end users (if any), and (3) for obtaining and maintaining any wireless service contracts
necessary to enable delivery of the Hosted BlackBerry Service. Customer must also
maintain an active Subscription for Exchange Online Services in order to use the Hosted
BlackBerry Service.
b. Additional RIM Terms. The additional terms in this Section 3(b) are required by RIM as
part of the Hosted BlackBerry Service. Customer makes each representation, warranty,
or undertaking, and is subject to each obligation in"the following terms, on behalf of itself
and all end users to which it makes the Hosted BlackBerry Service available:
(i) Permitted Usage. In using the Hosted BlackBerry Service, Customer agrees to:
• Use the Hosted BlackBerry Service and related software in compliance with the
Hosted BlackBerry Service documentation published by Microsoft and the other
terms set forth in the Amendment and Agreement;
• use the Hosted BlackBerry Service only for Customer's internal business or
personal purposes;
• keep its account password(s) secret;
• promptly notify Microsoft by e-mail at secure@microsoft.com if it learns of a
security breach related to the Hosted BlackBerry Service; and
• comply with all obligations under applicable law, including data protection and
privacy laws', that are owed to any third party with respect to Customer's use of
the Hosted BlackBerry Service.
(ii) Prohibited Usage. In using the Hosted BlackBerry Service, Customer will not
• use the Hosted BlackBerry Service to commit a crime, facilitate the commission
of any crime, or commit any other illegal or tortious act;
• violate, circumvent, or avoid its obligations under this Amendment or the
Agreement, or engage in unauthorized use or exploitation of RIM's software, or
engage in unauthorized use or exploitation of RIM's intellectual property or
confidential information;
• use the Hosted BlackBerry Service in a way that harms Microsoft, RIM, or their
respective affiliates, resellers, distributors, and/or vendors, or any customer of
any of the foregoing;
• use any entry point of the Hosted BlackBerry Service to automate caching, meta-
searching, monitoring, or user activity or use any unauthorized means to modify
or reroute, or attempt to modify or reroute, the Hosted BlackBerry Service;
• access or attempt to access any other third party's material hosted in the Hosted
BlackBerry Service;
• to the extent permitted by law, reverse engineer, translate, disassemble,
decompile, decrypt, deconstruct (including any aspect of "dumping of RAM/ROM
or persistent storage", "cable or wireless link sniffing", "protocol analysis", or
"black box" reverse engineering) any software or hardware in the Hosted
BlackBerry Service or engage in any method or process of obtaining or
converting any information, data, or software from one form into a human
readable form;
• resell, redistribute, assign, transfer, copy, modify, reproduce, or otherwise use the
Hosted BlackBerry Service for any reason other than those permitted in this
Amendment or the Agreement;
• distribute in any way any viruses, contaminating or destructive features, "back
doors", "time bombs", "Trojan horses", "sniffer" routines, "worms", bots, "drop
EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions
dead devices", harmful software code, file, program or programming routine or
other contaminating or destructive features or other computer software routines
or hardware components through the Hosted BlackBerry Service or in any
manner designed to (1) permit unauthorized access to, or use of, Hosted
BlackBerry Service or computer systems on which any related software is loaded,
or to which RIM products are linked; (2) disable, damage or erase the Hosted
BlackBerry Service or any related software; or (3) perform any other similar
actions that would preclude full use of the Hosted BlackBerry Service or any
related software, by Microsoft, RIM, their channel partners, their authorized sub-
licensees, or their end users;
• publish, transmit, distribute or upload any unauthorized or unsolicited bulk email
solicitations, chain letters, advertisements, marketing or promotional materials,
"junk mail", "spam", pyramid schemes or any other solicitations or
communications, including without limitation spamming mobile phones or
computers, or use or collect user email addresses or phone numbers, or other
user information for any purpose other than Customer's legitimate internal
purposes, or use the service to perform any data collection, extraction or mining
or gain or attempt to gain unauthorized access to the wireless device memory
and software programs or applications; or
• incorporate or transmit any data, content, files or materials in any medium
distributed via the Hosted BlackBerry Service, or in conjunction with the Hosted
BlackBerry Service, that:
o includes content, material, graphics, sounds, video, screens, code or
information that is unlawful or fraudulent, or violates or infringes any patent,
copyright, trademark, trade secret or any other intellectual property rights of
others; - :
o includes any inappropriate language or material that is unlawful, libelous,
slanderous, defamatory or invasive of another person's right of privacy or
right of publicity or personality, or that Microsoft may reasonably deem
harmful, vulgar, obscene, derogatory^ pornographic, abusive, harassing,
threatening, hateful, objectionable with respect to race, religion, sexual
orientation, age group, national origin or gender, or otherwise unfit for
publication; or
o suggests or encourages any illegal activity.
(iii) Usage Records.
• End User Records. Customer shall make commercially reasonable efforts to
maintain records identifying each end user of the Hosted BlackBerry Service,
including at least the following minimum information: full name; title and company
name; street address; city; state or equivalent; country; zip code or equivalent;
telephone number; fax number; and email address.
• Retention Period. While the Amendment remains in effect, and for a period of
two years thereafter or to the extent permitted by applicable law, Customer shall
retain end user records and shall otherwise keep accurate records reflecting its
use of Hosted BlackBerry Service in accordance with its applicable standard
business practices, and generally accepted accounting principles.
(iv) Breach by End User. In the event that Microsoft or RIM becomes aware that an end
user has breached its obligations under this Amendment, or otherwise engaged in
illegal or wrongful acts in connection with the Hosted BlackBerry Service, Microsoft
shall be entitled to terminate the service for an end user without obligation of any kind
to Customer or such end user.
(v) No Warranties by RIM. RIM and its licensors give no express warranties,
guarantees or conditions. RIM and its licensors are not responsible to Customer for
any warranties provided by Microsoft to Customer. Customer may have additional
consumer rights under its local laws that this contract cannot change. RIM and its
licensors exclude any implied warranties including those of merchantability, fitness for
EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions
a particular purpose, workmanlike effort, and non-infringement.
(vi) Additional Privacy Terms. In addition to the other terms regarding privacy in this
Amendment or the Agreement, Customer consents to the sharing of its identity and
contact information by Microsoft with RIM for the purposes of informing RIM of
Customer's use of the Hosted BlackBerry Service and allowing RIM to contact
Customer with service-related communications. Additionally, in the event of
termination of this Amendment, Customer consents, at its option, to either: (1)
Microsoft destroying end user data or (2) sharing end user data with RIM or another
third party to facilitate transition of the Hosted BlackBerry Service data to alternate
services. Such consent to the sharing of end user data survives termination of this
Amendment.
(vii)lntellectual Property. The Hosted BlackBerry Service contains intellectual property
of Microsoft, RIM and their licensors. No right or license is granted to Customer in
any technology or intellectual property in the Hosted BlackBerry Service, except as
expressly granted herein.
(viii)Third Party Beneficiary. Customer acknowledges and agrees that RIM is a third
party beneficiary of this Amendment Section 3b and is entitled to enforce its terms.
Customer consents to Microsoft providing a copy of this Amendment to RIM.
4. Affiliate Orders.
To the extent Customer grants any rights to Affiliates, such Affiliates shall be bound by the
terms and conditions of this Amendment and the Agreement,
5. Term, Cancellation and Termination.
a. Term. This Amendment is effective until the Hosted Blackberry Service subscription
expires or is terminated.
b. Termination of Service by Microsoft. Microsoft may terminate the Hosted BlackBerry
Service:
(i) upon advance written notice of no less than thirty (30) days in the event an essentially
equivalent alternative service is available from a third party;
(ii) upon notice to Customer if Customer breaches or violates this Amendment or the
Agreement; or
(iii) immediately in the event of termination of the Microsoft agreement with RIM that
permits Microsoft to deliver the Hosted BlackBerry Services. In such event, to the
extent permitted by RIM and provided Customer is not in default of any obligation
hereunder, Microsoft will undertake commercially reasonable efforts to continue to
provide the Hosted BlackBerry Service to Customer for a transition period, not to
exceed 120 days, to enable Customer to obtain BlackBerry Service from a substitute
provider.
c. Effect of Termination. Upon the effective date of termination, Customer's rights to use
the Hosted BlackBerry Service will cease and Customer's data will be subject to the
provisions applicable to Customer Data in conjunction with Customer's Exchange Online
subscription, including the terms of return and destruction of Customer Data.
6. Privacy.
Microsoft will use data collected though Customer's use of the Hosted BlackBerry Service to
operate and improve the services, as described in the privacy statement at the following link:
http://qo.microsoft.com/fwlink/?LinklD=104970&clcid=Ox409. Provided, however, that
Microsoft is not responsible for security or privacy of Customer's data on the RIM network and
the privacy statement does not apply to the RIM network or Customer's data to the extent of
communication between the Hosted Blackberry Service and the RIM network. Data collected
by Microsoft may be stored and processed in the United States or any other country in which
EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions
Microsoft or its affiliates, subsidiaries or service providers maintain facilities. Microsoft abides
by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the
collection, use, and retention of data from the European Union. Microsoft may access or
disclose data, in order to: (a) comply with the law or respond to lawful requests or legal
process; (b) protect the rights or property of Microsoft or its customers, including the
enforcement of Microsoft's Agreements or policies governing Customer's use of the services;
or (c) act on a good faith belief that such access or disclosure is necessary to protect the
personal safety of Microsoft employees, customers or the public. Customer will comply with
all obligations under applicable law, including data protection and privacy law that are owed to
end users and other individuals with respect to Customer's use of the services. Customer
represents and warrants that it has and will comply with all such applicable laws to provide
notices to and obtain appropriate permissions from any such end users and individuals to
allow the sharing of their information with Microsoft and RIM for all purposes set out herein.
7. Miscellaneous.
a. Force majeure. Neither party will be liable for any failure in performance due to causes
beyond either party's reasonable control (such as fire, explosion, power blackout,
earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military
authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of
Internet traffic carriers, actions or omissions of regulatory or governmental bodies
(including the passage of laws or regulations or other acts of government that impact the
delivery of the Hosted BlackBerry Service). This Section will not, however, apply to
Customer's payment obligations under this agreement.
b. Survival. Section 3b of this Amendment will survive termination of this Amendment.
This amendment must be attached to a signature form to be valid.
EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions B
TD1 Dona K. r.f £.
Microsoft Volume Licensing
Enterprise Enrollment
Amendment ID 6B7
000-smangum-S0017
This Enterprise Enrollment Amendment ("Amendment") is entered into between the entities as of the
date identified on the signature form. If Customer is ordering Online Services, these Online Services
Supplemental Terms and Conditions ("Supplemental Terms") update the terms of the Enterprise
Agreement ("Agreement").
1. Definitions.
Capitalized used, but not defined herein, shall have the meanings given them in the Master
Agreement and/or Agreement. The following definitions replace or supplement the definitions in the
Agreement, as appropriate:
"Customer Data" means all data, including all text, sound, or image files that are provided to Microsoft
by, or on behalf of, Customer through Customer's use of the Online Services.
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
"Product" means all software, Online Services and other web-based services,, including pre-release or
beta versions, identified on the Product List.
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere
to and by which it measures the;level of service for an Online Service. • '
2. Limited Warranty for Online Services.
Microsoft warrants that the Online Services will perform in accordance with the applicable Service
Level Agreement. This limited warranty is for the duration of Customer's :use of the Online Service,
subject to the notice requirements in the applicable Service Level Agreement.
If Microsoft fails to meet this limited warranty and Customer notifies Microsoft within the warranty
period, then Microsoft provide the remedies identified in the Service Level Agreement for the affected
Online Service. These are Customer's only remedies for breach of the limited warranty, unless other
remedies are required to be provided under applicable law.
This limited warranty is subject to the following limitations:
a. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
b. the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
c. the limited warranty does not apply to components of Products that Customer is permitted
to redistribute;
d. the limited warranty does not apply to free, trial, pre-release, or beta products; and
e. the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR
IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED
REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE
LAW DOES NOT PERMIT THEM.
EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions
3. Customer's agreement to protect.
Customer will defend Microsoft against any claims made by an unaffiliated third party that:
a. any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf
infringes the third party's patent, copyright, or trademark or makes intentional unlawful
use of its Trade Secret; or
b. arise from Customer's or its end user's violation of the terms of this agreement.
Customer must pay the amount of any resulting adverse final judgment (or settlement to which
Customer consents). This section provides Microsoft's exclusive remedy for these claims.
Microsoft must notify Customer promptly in writing of a claim subject to this section. Microsoft must
(1) give Customer sole control over the defense or settlement of such claim; and (2) provide
reasonable assistance in defending the claim. Customer will reimburse Microsoft for reasonable out
of pocket expenses that it incurs in providing assistance.
4. Limitation on liability.
To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Contractors
arising under this agreement is limited to direct damages up to the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Online
Services provided free of charge, or code that Customer is authorized to redistribute to third parties
without separate payment to Microsoft, Microsoft's liability is limited to U.S. $5,000. These limitations
apply regardless of whether the liability is based on breach of contract, tort (including negligence),
strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will
not apply to:
a. Microsoft's obligati&ris under the section of the Master Terms titled" "Defense of
infringement misappropriation, and third party claims* or Customer's obligations under
the section of these Supplemental Terms titled "Customer's agreement to protect";
b. liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or its agents, and awarded by a court of final adjudication (provided
that, in jurisdictions that do not recognize a legal distinction between "gross negligence"
and "negligence," "gross negligence" as used in this subsection shall mean
"recklessness");
c. liabilities arising out of any breach by either party of its obligations under the section of
the Master Terms entitled "Confidentiality", except that Microsoft's liability arising out of or
in relation to Customer Data shall in all cases be limited to the amount Customer paid for
the Online Service giving rise to that liability during the prior 12 months;
d. liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent misrepresentation; and
e. violation by either party of the other party's intellectual property rights.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE
CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR CONTRACTORS, WILL BE LIABLE
FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES
FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY
FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S
LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS
(EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE
OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR MICROSFT'S OBLIGATIONS IN THE
SECTION OF THE MASTER TERMS TITLED "DEFENSE OF INFRINGEMENT,
MISAPPROPRIATION, AND THIRD PARTY CLAIMS" OR CUSTOMER'S OBLIGATIONS IN THE
SECTION OF THESE SUPPLEMENTAL TERMS TITLED "CUSTOMER'S AGREEMENT TO
PROTECT."
EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions
5. Open Source License restrictions.
Certain third party license terms require that computer code be generally (1) disclosed in source code
form to third parties; (2) licensed to third parties for the purpose of making derivative works; or (3)
redistributable to third parties at no charge (collectively, "Open Source License Terms"). Neither party
may use, incorporate, modify, distribute, provide access to, or combine the computer code of the
other with any other computer code or intellectual property (collectively, "Provide") in a manner that
would subject the other's computer code to Open Source License Terms. Microsoft is not responsible
for Customer's upload, use or distribution of Customer's code from the Online Services. Customer
may upload code to an Online Service and allow third parties access to use or download Customer's
code on the Online Service, provided that (a) such use is not restricted by a license agreement or the
Product Use Rights and (b) any Open Source License Terms apply solely to Customer and their
uploaded code, and not to any code or Products provided by Microsoft. Each party warrants that it
will not Provide the other party with, or give third parties access through the Online Services to,
computer code that is governed by Open Source License Terms, except as described above..
6. Applicability of Supplemental Terms.
These Supplemental Terms apply only to Customer's purchase and use of Online Services. Services
(e.g., consulting or professional services) and Products other than Online Services remain subject to
the terms of the Master Agreement, the Agreement, and any terms referenced therein. In the case of
any conflict between these Supplemental Terms and the terms and conditions of the Master Terms or
Agreement that are not expressly resolved by their terms, these Supplemental Terms control.
This amendment must be attached to a signature form to be valid.
EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions