Microsoft Customer Cloud Agreement

Microsoft cloud contract

This Microsoft cloud contract is between the legal entity you represent, or if you determine any legal person in connection with the purchase or the renewal of a subscription between you ("you" or "Your") and Microsoft Ireland Operations Limited ("Microsoft", "we", "us" or "our"). It consists of the following provisions of the Treaty, the provisions for online services and the service level agreements (together the "agreement"). He will become effective on the date on which your trade partner provides your subscription. The used key terms are defined in section 11.

  1. Use of the online services.
    1. Right to use. We grant you the right to access the online services and to use it to install the software included with your subscription and to use, as further described in this agreement. We reserve all other rights.
    2. Selection of a trading partner. You must select a reseller in your area, and maintain. If Microsoft or the trading partner chooses to each other to have no further business relations, you must select a new trading partner or take a subscription directly from Microsoft; in this case you may need to agree with other provisions.
    3. Administration access of the trading partner and customer data. You acknowledge and agree that (i), once you have chosen a trading partner, this trading partner during the period acts as the main administrator of the online services and has administrator rights and access to customer data, where you can request additional administrator rights from your trading partner, (ii) the data protection practices of trading partners with regard to customer data or any services provided by the trading partner may differ from the data protection practices of Microsoft and that (iii) the commercial partner is entitled , To capture customer data, including personal data, to use, transfer, publish or otherwise process. You agree that Microsoft may disclose the information received and customer data in regard to the ordering, procurement and management of online services by you to the trading partner.
    4. Acceptable use. You may use the product only in accordance with this agreement. You are not allowed to reverse-engineer products (reverse engineering), decompile, to disassemble or technical limitations in the product to go around, except to the extent where this is permitted by applicable law notwithstanding these limitations. You are not entitled to disable billing mechanisms that measure your use of the online services, to distort or otherwise to try to get around them. You are not entitled to rent the product or parts thereof to third parties, lease, to give, to sell, transfer or for a third party to host, unless this is expressly permitted in accordance with the provisions for online services.
    5. End user. Control access by end users, and you are responsible for ensuring that they use the product in accordance with this agreement. For example, to ensure that end users comply with the acceptable use policy.
    6. Customer data. You are solely responsible for the content of all customer data. You obtain and have all rights to customer data, which are necessary so that we can provide you the online services available, without to infringe the rights of third parties or Microsoft you or third parties to otherwise commit. Microsoft takes over in connection with customer data, or your use of the product now and in the future other than the present Treaty expressly set forth or Obligations prescribed by applicable law.
    7. Responsibility for your accounts. You are responsible for maintaining the confidentiality of non-public credentials in connection with your use of the online services. You are obliged to inform the customer support immediately in writing about the possible misuse of your accounts or credentials or security incidents in connection with the online services.
    8. Permission to versions for research & teaching, administration and institutions. You agree that you meet the authorization requirements, which are published on the following websites, in the acquisition of offers for educational institutions, the administration or for non-profit institutions:
      1. products for educational requirements for educational institutions (including administrative bodies or committees of education, public libraries or public museums), which are listed under
      2. products for managing the requirements that are listed under and
      3. products for non-profit organizations the requirements that are listed under

      Microsoft reserves the right at any time to check the permission and to suspend the online service if the permission requirements are not met.

    9. Preview versions. We may provide previews available. Previews are "as is", "with no warranty on accuracy" and "as available" and are excluded from the SLA and all warranties provided by this agreement. For previews, no customer support is offered under certain circumstances. Previews are subject to possibly reduced or different obligations with regard to security, compliance and data protection as in the rules for online services and additional remarks described, that are provided with the preview. We are entitled to change previews at any time without notice or to cease. In addition, we may decide to release a preview for the "general availability".
  2. Subscriptions, orders.
    1. Subscription offers available. The subscription offers available for you created by your trading partner and can be associated with generally one of the following categories, or a combination thereof:
      1. Mandatory offer. You agree in advance to buy a certain amount of online services to use during a period and to pay fully in advance or regularly prior to use.
      2. Use-dependent range (called also pay-as-you-go). You pay no previous obligation only for the actual usage of the services.
      3. Limited offer. You get a limited amount of online services for a limited period free of charge (for example, a free trial) or as part of another Microsoft offer (for example, MSDN). Provisions in this agreement that relate to the SLA and data retention, are possibly not applicable.
    2. Delivery of orders.
      1. Orders have to be made via your selected trading partners. You can submit orders for your affiliates under this contract and grant management rights to your affiliated companies for the management of the subscription; Affiliates are not, however, entitled to make orders under this agreement. In addition, you are entitled to assign the rights granted under paragraph 1.a to the use of a third party by such third parties for your internal business purposes. If you grant affiliates or any third party rights in relation to software or your subscription, these affiliates or third parties by this agreement are bound, and you agree to be liable jointly and severally liable for acts of such affiliates or third parties in connection with your use of the products.
      2. Your trading partner can give you the opportunity to change the quantity ordered from online services during the term of a subscription. More amounts of online services that have been added to a subscription, ends with this subscription expires.
    3. Prices and payment. The prices for each product as well as any provisions for the invoicing and payment of your trading partner.
    4. Extension.
      1. When renewing your subscription, the signing of a new agreement, a supplementary agreement or a supplementary agreement to this contract may be required of you.
      2. Your subscription will automatically renew unless you inform your trading partner before the expiration of the term, having no intention to extend.
    5. Taxes. Parties are not liable for any taxes the other party to pay the other party is obliged by law and which levied or incurred in connection with or related to the transactions provided for in this agreement, and all such taxes are the financial responsibility of the party of that is obliged by law to pay these taxes.
  3. Term, termination or suspension.
    1. Contract term and termination. This contract is valid the cancellation of your subscription until the end or, whichever is the earlier date. You are entitled at any time to terminate this agreement; contact your trading partner to do so. Only your right to submit of new orders for additional products ends with the termination or expiration of this agreement to this contract.
    2. Cancellation or transfer of a subscription. Your trading partner sets, if applicable, that may, to cancel a subscription terms or transferred.
    3. Suspension. We have the right to suspend your use of the online services, if: (1) this to prevent an unauthorized access to customer data reasonably is necessary, (2) they fail within a reasonable period of time to a claim due to alleged infringement of rights referred to in paragraph 6 to respond, and (3) If you do not comply with the acceptable use policy or violate other terms of this agreement. If one or more of these conditions occur, the following applies:
      1. For restricted sites, we are entitled to suspend your use of the online services or to terminate your subscription and your account immediately, without prior notice.
      2. For all other subscriptions, applies a suspension to the minimum necessary part of the online services and is only effective while the condition or need. Before the suspension, we will notify the administrators used for your subscription, which can be you or your trading partners that it is unless we have reason to believe that an immediate suspension is required. If you resolve the reasons for the suspension in full within a period of 60 days after the suspension, we are entitled to terminate your subscription and delete your customer data no retention period. We may also cancel your subscription if your use of the online services was suspended more than two times within a 12 month period.
  4. Security and data protection.
    1. You consent to the processing of personal information by Microsoft and its representatives for the promotion of the subject matter of this agreement. You are entitled, Microsoft in order to provide personal information in connection with this agreement to any third party (including your contact persons, trading partners, distributors, managers and employees). You obtain all necessary consents from any third party according to the applicable privacy and data protection laws, before you provide personal information Microsoft.
    2. Additional privacy and security details can be found in the provisions for online services. The commitments made in the provisions for online services are exclusively for the online services purchased under this agreement and not for services provided by your trading partner or products.
    3. You agree and approve Microsoft (and its service providers and contractors), on instruction of the trading partner or as legally required data you, on you or on you data, including the content of communications, to access and to disclose to law enforcement or other government agencies (or Law enforcement or other government agencies to provide access to such data).
    4. In accordance with and to the extent permitted informing individual users of the online services that process their data for the purpose of disclosure to law enforcement and other government agencies in accordance with the instructions of the trading partner or as required by law, and obtain their consent to do so.
    5. To designate a trading partner, as your representative, who enters in the framework of the purposes listed in this paragraph 4 with Microsoft in connection and gives her instructions.
  5. Warranties.
    1. Limited warranty.
      1. Online services. We ensure that the services comply with the provisions of the SLA during run time. Your only remedy for breach of this warranty are those referred to in the SLA.
      2. Software. We warrant for one year from the date on which you use the software for the first time, it essentially as described in the user documentation will work. If the software does not meet this warranty, we will be at your option and as your exclusive remedy remedy either refund (1) the price paid by you for the software or repair (2) the software or replace.
    2. Exclusions of the limited warranty. This limited warranty is subject to the following restrictions:
      1. Implied warranties or warranties, the exclusion of which is not permitted by law, apply for one year from the beginning of the term of the limited warranty.
      2. This limited warranty does not apply if that results from misuse or any use of the products in a way an accident, which linked to this agreement or our published documentation or guidelines not in accordance, or caused by events outside our reasonable control.
      3. This limited warranty does not apply to problems caused by non-compliance with the minimum system requirements and
      4. This limited warranty does not apply to trailers or limited offers.
    3. WARRANTY DISCLAIMER. Except this warranty we assume no warranty, whether express, implied, statutory or other specified purpose, including warranties of merchantability or fitness for a. These exclusions apply, if they are inadmissible in accordance with applicable law.
  6. Defence against claims.
    1. Defense.
      1. We will defend you against any by a non-affiliated third party asserted claims so that a product infringes its patent, copyright, or trademark or illegally use its trade secret.
      2. You defend us against any claims, which amended claims, made by non-affiliated third parties that (1) with customer data, customer solutions or not of Microsoft products or services that you make available directly or indirectly, for the use of a product patent, copyright or trademark of the third injured or unlawfully used its trade secret, or (2) against claims arising from a breach of the acceptable use policy.
    2. Restrictions. Our commitments in paragraph 6.a do not apply to a claim that finds its basis in the following: (i) customer solution, customer data, products derived from Microsoft, changes, on the product, or services or materials that provide you in connection with the use of the product, or make available, (ii) your combination of the product with customer data, not from Microsoft products, data or business processes or damage , based on the value of customer data, not from Microsoft product, data or business processes, (iii) your use of a trademark by Microsoft without the express written consent to do this, or your use of the product, after we have made sure that use because of a claim by a third party set is, (iv) distribution of the product by you to a third party or use of the product by you in favor of a non-affiliated third parties , or (v) free products.
    3. Claims. If we have reason to believe that a claim pursuant to paragraph 6a(i) may interfere with your use of the product, we strive to: (i) for you to purchase the right to continued use of the product or to change (ii) the product or to replace it with a functional equivalent product, and to inform you that you must stop using the previous version of the product. If these options are not economically reasonable, we shall be entitled to terminate your rights to use the product and then refunding advance payments for unused subscription rights.
    4. Obligations. Each party must notify the other party promptly a covered by this section 6 claim in knowledge. (i) the party seeking protection, must admit the sole control of the defense and the comparison of the claim to the other party and (ii) appropriate support in defending against the claim. The party, which granted the protection, (1) be appropriate to the other party expenses incurred her deployment support, and (2) pay the sum of a resulting final judgment or a settlement. The respective rights of the parties to the defense and payment of judgments (or comparisons, which agrees with the other party) under item 6 take the place of rights in accordance with customary law or Common Law or statutory right of compensation or analog rights, and each party waives such rights under common law or statutory rights.
  7. Limitation of liability.
    1. Restriction. The total liability of any party under this agreement is for all claims for direct damages up to the amount that has been paid under this agreement for the online services in the twelve months prior to the entitlement, limiting where the aggregate liability of any party for any online service under any circumstances exceed the amount paid by you for the particular online service during the subscription term. Products provided free of charge at the disposal, the liability of Microsoft confined to direct damages in the amount of up to 5.000.00 dollars.
    2. EXCLUSIONS. Neither party shall be liable for loss of revenue, or indirect, special, incidental, or consequential, exemplary or punitive damages or damages resulting from lost profits, lost revenue, business interruption or loss of business information, even if the party has known that such damages are possible or reasonably foreseeable.
    3. Exceptions to these restrictions. The limitations of liability in this section shall apply to the maximum extent permitted by applicable law, except for: (1) the obligations of the parties pursuant to section 6 or (2) the infringement of intellectual property rights/copyrights of the other party.
  8. Software.
    1. Additional software for use with the online services. On optimal access and to enable you to use certain online services, you are entitled to install certain software in connection with your use of the online service and use. The number of copies of the software that you may use, or the number of devices on which you may use the software, is the number described in the provisions for online services in the product-specific license terms for the online service. We are entitled to check the version of the software that you use and recommend updates, or download with or without notice to your devices. Failure to install updates can affect your ability to use certain features of the online service. You are required to uninstall the software when your right to use ends. We are furthermore entitled to disable it at this time. Your rights to access the software on a device will give you any right to implement Microsoft patents or other intellectual property of Microsoft in software or devices that access the device.
    2. License confirmation. Proof of your software licenses is (1) this agreement, (2) all confirmations of the order, and (3) of the proof of payment.
    3. License rights do not refer to the fulfillment of software media. Your purchase of software media or access to a network source has no effect on your license for software purchased under this agreement. We license the software to you, we do not sell them.
    4. License transfer and assignment of licenses. License transfers are not allowed.
  9. SupportSupportservices are provided with respect to products purchased under this agreement by your trading partner.
  10. Miscellaneous
    1. Instructions. Messages are send by mail by registered letter with acknowledgement of receipt to the following address.
      Messages should be sent to the following address: Copies should be sent to the following address:
      Microsoft Ireland operations limited Atrium block B Traviataor Hall Road Sandyford Industrial Estate Dublin 18, Ireland Microsoft Corporation legal and Corporate Affairs volume licensing group one Microsoft Way Redmond, WA 98052, United States fax: (425) 936-7329

      You agree to receive electronic messages that are sent by E-Mail to the account administrators, were used for your subscription. Releases are from the date of the acknowledgement of receipt or effective in E-Mails from the date of the transmission. You have for it to ensure that the email address you specified in the portal of account administrators for your subscription is current. All notifications sent to this email address by us apply from the shipping as effective, regardless of whether you actually received the E-Mail.

    2. Assignment. You are not entitled to assign this agreement in whole or in part. Microsoft is entitled to transfer this contract to only one of its affiliated companies without your consent. Any prohibited assignment is null and void.
    3. Severability clause. If is a part of this agreement unenforceable, the rest fully remains in effect.
    4. Waiver. The failure to enforce a provision of this agreement, is not considered a waiver of this provision.
    5. No representation. No agency, partnership, or joint venture relationship is concluded with this contract.
    6. No third-party beneficiaries. There are no third party beneficiaries to this agreement.
    7. Applicable law and Court of jurisdiction. This contract is governed by Irish law. If we bring an action to enforce this agreement, we will raise this complaint to the jurisdiction in which you have your headquarters. If you bring an action to enforce this agreement, you will raise this complaint in Ireland. This jurisdiction choice prevents the parties not to apply for interim relief in relation to an infringement of copyright / intellectual property rights in a Court of competent jurisdiction.
    8. Entire agreement. This agreement contains all provisions with regard to its subject matter and replaces all prior or contemporaneous communications. In the event of a conflict between the documents referred to in the Treaty, which is expressly laid down in the documents, whose provisions in the following descending order: (1) this Microsoft online subscription agreement, (2) the provisions for online services, and (3) all other documents in this agreement.
    9. Continuity. The provisions in paragraphs 1, 2.e, 5, 6, 7, 10 and 11 of this Agreement shall continue to apply on the termination or expiration of this agreement.
    10. Export law of the United States. The products are subject to the export laws of the United States. You must comply with all applicable laws, including the regulations of the United States export control (U.S. Export Administration Regulations) and the regulations of the United States on the international arms trade (international traffic in arms regulations) and restrictions in terms of end-user, end-use and destination, which were adopted by the Government of the United States and other Governments. For more information, see
    11. Force majeure. Neither party shall be liable for performance reasons, which are beyond its reasonable control (such as z. B. fires, explosions, power outages, earthquake, floods, severe storms, strikes, embargoes, labor disputes, acts of civil or military authorities, war, terrorism (including cyber terrorism), force majeure, acts or omissions by Internet providers, acts or omissions of authorities or administrative bodies (including the adoption of laws or regulations, or other government actions that affect the provision of online services)). This section shall however not apply to your payment obligations under this agreement.
    12. Authority to conclude a contract. If you are a natural person, accepting these terms on behalf of a legal person, so ensure that you have the legal authority to enter into this contract for the legal person.
    13. Waiver of the right to the cancellation of online purchases. To the maximum extent permitted by applicable law, you waive your rights to cancel purchases under this agreement in accordance with laws regulating the distance or electronic or Online contracts and confirmation subsequent to any rights or obligations with respect to prior information, cancellation rights or reconsider deadlines.
  11. Definitions.
    References in this agreement to "Day" mean a calendar day." Acceptable use policy"has the meaning set out in the provisions for online services." Associated company"is any person who is a member of the Party (subsidiary), which belongs to a party (parent company) or that belongs to the same owner as a party (sister company). "Belonging to" means in the sense of this definition. the control of more than 50% of the shares in a company" Use-dependent range","Mandatory offer"or"Limited offer"describe categories of subscription offers and are defined in section 2." Customer data"are defined in the provisions for online services." Customer solution"is defined in the provisions for online services.

    "End user" is a person's will, allowing you customer data hosted on online services are, to access or to use, the services, or a user of a customer solution.

    "Not from Microsoft product" is defined in the provisions for online services.

    "Online services" are all Microsoft-hosted online services that has subscribed to the customer under this agreement including Microsoft Dynamics online services, Office 365 services, Microsoft AzureDienste or Microsoft Intune online services.

    "Provisions for online services" are the regulations which apply to your use of the products and that are available under The provisions for online services contain provisions that govern your use of products that apply in addition to the provisions referred to in this agreement.

    "Previews" are preview, beta or other pre-release versions or features of online services or software offered by Microsoft to obtain customer feedback.

    "Product" means the online services (including software).

    "Trading partner" is a legal entity that has been authorized by Microsoft, software licenses and subscriptions to online services under this program to sell, and thus is entrusted, to assist you in your subscription.

    "SLA" are the obligations under the service level agreement, we arrive in terms of delivery and/or performance of an online service, as published under or any other site to be designated by us.

    "Software" is software that we provide to install on your device as part of your subscription or use the online service to enable certain features.

    "Subscription" is a candidate for online services for a limited period of time, as created by your trading partner.

    "Term" is the length of a subscription (z. B. 30 days or 12 months).