HomeMy WebLinkAboutCampus AgreementFor Microsoft Internal purposes: Microsoft will
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Campus Agreement Number
MICROSOFT CAMPUS AGREEMENT
OVERVIEW. In this agreement the term "you" means the Higher Education Institution, or entity that
submits this agreement to "us". The term "we" or "us" refers to the Microsoft company that accepts
this agreement and each of its affiliates. Your "Users" shall mean you and those faculty, staff and
students designated by you on the Order Form to run the Software (as defined below). To "run" a
product means to copy, install, use, access, display, run or otherwise interact with it.
The Campus Agreement program gives your Users the right during this agreement to run a platform of
"Software" (Microsoft Windows or Windows NT Workstation Upgrades; Microsoft Office Standard or
Office Professional; Microsoft FrontPage; Microsoft Visual Studio Professional Edition; Microsoft
BackOffice Client Access License; and MS Press Office Starts Here Step -by -Step Interactive and the
add -on products, if any, you have chosen on the attached Order Form) on all the institution -owned or
leased PCs in your institution. If you choose to license less than your entire institution, then you only
have the right to run the Software on those institution -owned or leased PCs that are directly related to
the departments you enroll. You have the option during the term of this agreement to run the most
current version, or any previous version of the Software, in any available language in either a
Macintosh or Windows version, as applicable. If you also choose the Student -owned PC option on the
attached Order Form, then those students at your institution will have the right to run the Software on
the PCs that they own or lease. Faculty and staff also have the right to run one copy of the Software,
for school related activities, on either a laptop or desktop that they own or lease.
To qualify for Campus Agreement, you must count all the part-time and full-time faculty/staff in full-
time equivalents (FTE's) in your institution or department, and all the student FTE's if you choose the
Student -Owned PC Option and identify the total on the attached Order Form. To qualify for the
Student -owned PC option you must first choose to license the Institution -owned PC's. Additionally,
you must fill out the attached Address Information Form and Order Form and sign where indicated
below. You must then submit these documents with your purchase order number to your Reseller.
You should keep a copy of this agreement for your records. We will process your agreement and upon
our acceptance we will send you an Acceptance Letter with an agreement number, confirmation of the
number of FTE's you have identified, and the license period of this agreement. After we accept the
agreement your Reseller will receive an invoice and you will pay your Reseller the amount they
invoice you.
Your right to run the Software begins as soon as you receive our Acceptance Letter and lasts for twelve
(12) full calendar months. If you choose the Student -owned PC option, the student's rights are the
same, plus those students who leave the institution during the term will receive a perpetual right to run
the Software that is installed on their. PC at the time they leave. You will be responsible for ensuring
that that students leaving your institution receive a license confirmation as required by the License
Agreement (see Exhibit "A"). Upon acceptance, you may order media from your Reseller for the
Software. Prior to the end of the term of the agreement, we will send you a letter inviting you to renew
your Campus Agreement. If you do not choose to renew, you will have the option of i) deleting all the
Software licensed under this agreement; or ii) purchasing perpetual licenses pursuant to the "buyout"
option set forth in the attached Terms and Conditions or otherwise.
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This agreement consists of (I) this cover page, (2) Address Information Form, (3) Order Form, (4)
Reseller Information Form, (5) the Microsoft Campus Agreement Terms and Conditions, (6) Exhibit
"A" (student license confirmation), and (7) the License Agreement in effect during this agreement. We
will either provide you a copy of the License Agreement in effect or you may view a copy at
www.microsoft.com/educationlpricing/campusagree. As evidenced by your signature below i) you
represent that the information on the attached forms is accurate, and ii) you acknowledge and agree
that you have read and understood the terms and conditions of the foregoing documents, all of which
are incorporated herein by this reference, and agree to be bound by the same.
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Your Name (Higher Education Institution or Purchasing Entity):
By:
(signature)
Name:
(printed)
Title:
(printed)
Date:
Any notices must be addressed to the contacts and locations outlined below. We will notify you in
writing if our address information changes. You must notify us in writing if your address changes.
Customer Information
Notices Information
Microsoft Informati
Your Institutions Name (School or Purchasing
Agent)
Name and address of contracting Microsoft
affiliate:
MSLI, LLC
6100 Neil Road
Suite 210
Reno, NV 89511-1137
USA
Phone Number: 775-823-5600
Fax Number: 775-826-7287
Street Address and/or post office box
City and State / Province
Country and Postal Code
Contact Name and Title
Phone Number
Fax Number
Email Address
All NOTICES should have Copy To:
Microsoft Corporation
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052
Attn: Education Attorney
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I. General Customer Information
Your Institution's Name
(Higher Education Institution or Purchasing Entity)
Your Purchase Order Number
(Must be provided before Agreement will be
processed)
II. Definition of Users
a) Your Users must always consist of all the faculty/staff FTE's in the entire Higher Education
Institution, or in one or more departments. Please check the applicable box below;
The entire institution
Or
One or more departments or schools (list the departments and/or schools included below :
(Please note that all segments of a department or school should be included, e.g., a Business school should
include
the Business library). If more than 6 departments and/or schools are included, attach a list of names on
separate
piece of paper.
1.
2.
3.
4.
5.
6.
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b) You may also choose the Student -owned PC Option. If you want to license all your Students on
their own PCs, as described, please check the box below;
Student -Owned PC Option: Students on a computer they own or lease (Complete Part IV(b) below)
III. Campus Software Products
The Campus Agreement grants your Users the right, from the date of acceptance of the Acceptance
Letter until termination or expiration, to run copies of any version of Microsoft Windows or Windows
NT Workstation Upgrades; Microsoft Office Standard or Office Professional; Microsoft FrontPage;
Microsoft Visual Studio Professional Edition; Microsoft BackOffice Client Access License; and MS
Press Office Starts Here Step -by -Step Interactive as well as any of the below add -on products selected
at submission of this agreement. Please check the add on products in the box below you wish to run
during the term of this agreement (in addition to the products listed above) for the total number of
FTE's entered in Part IV below.
Project
MS Press Windows Starts Here
MS Press Windows NTW Starts
Here
MS Press Web Authoring Starts
Here
V. Full -Time Equivalent (FTE) Calculation
a) Institution -owned PC's: The total number of faculty and staff in the institution or in the
schools and/or departments selected in Part II(a) above is: (Non -knowledge workers such as
maintenance, groundskeepers, cafeteria, and mailroom, etc. may be excluded)
1.
Full-time Faculty
2.
Full-time Staff
3.
4.
Part-time Faculty
(expressed as full-time equivalents)
Part-time Staff
(expressed as full-time equivalents)
5.
Total Full-time and Part-time Faculty and Staff FTE's (this is
the number of Faculty/Staff FTE's used to determine your price
level)
NOTE: FTE's must be rounded to nearest whole number
(5=1+2+3+4)
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b) Student -owned PC Option (Complete only if you selected Student -owned PC Option in Part II(b)
above). The total number of matriculated/degree-seeking students in the institution or in the
schools and/or departments selected above, based on Fall enrollment, is:
1.
Full-time Students
2.
3.
Part-time Students
(expressed as full-time equivalents)
Total Full-time and Part-time matriculated student FTE's (this is
the number of Student FTE's used to determine your price level)
NOTE: FTE's must be rounded to nearest whole number.
(3 =1+2)
You must choose a Large Account Reseller/Authorized Education Reseller ("Reseller") in your
area. If, at any time during the term of the agreement, you wish to terminate the relationship with
your designated Reseller, or if we discontinue the reseller's status as a Reseller, you must choose a
replacement. If you intend to change your Reseller, you must notify us and the current Reseller in
writing of the new Reseller you have designated. To avoid purchasing delays when changing
Resellers, you should provide us with 30 days prior written notice.
The following sections should be completed by the Reseller
I. General information: Reseller Headquarter Information and Distributor Information (if
auvlicable)
Reseller Name
Distributor Name
Headquarters Street Address and/or post
office box
Headquarters Street Address and/or post office
box
City and State / Province
City and State / Province
Country and Postal Code
Country and Postal Code
Contact Name and Title
Contact Name and Title
Phone Number
Phone Number
Fax Number
Fax Number
Email Address
Email Address
Indirect Partner Purchase Order Number
H. Billing information for Campus Agreement:
d) Direct partner purchase order number:
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e) Direct Partner Billing Customer Number:
J) Part number and price information:
Insert the Microsoft part number and price information to be billed for the TOTAL number of FTE's
entered in Part IV of the Order Form.
(NOTE: The part number and price level information required below is provided to the Direct
Partner on the Campus V2.0 Price List)
Microsoft Part Number
Price Level
License Offering
Number of FTE's (from Part
IV of the Order Form)
Total (must match total number of FTE's in part IV of Order Form)
Note: Billing currency is the currency in which the reference price is expressed.
The above price level will be extended to Reseller for the term of this agreement between the
contracting Microsoft affiliate and the higher education institution or purchasing entity. Signature
acknowledges that the above price level has been reviewed and agreed to by Reseller, subject to the
terms and conditions of its agreement with the contracting Microsoft affiliate.
The undersigned confirms that the Reseller and Distributor information is correct.
Name of Reseller:
Name of Distributor (if applicable):
By: By:
(signature) (signature
Name: Name:
(printed) (printed)
Title: Title:
(printed) (printed)
Date: Date:
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1. 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.
2. 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.
3. 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.
4. 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
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and for a period of one (I) 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.
5. Disabline 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.
6. 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, INCLUDING BUT NOT LIMITED TO
WARRANTIES 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.
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7. 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 1 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.
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Please complete the
following:
Campus Agreement Number
End Date of Campus Agreement
Name of Higher Education
Institution
Student Name
Student Identification Number
Today's Date
CAMPUS AGREEMENT STUDENT LICENSE CONFIRMATION
1.GRANT OF LICENSE. Licensor herebygrants you the right to run one copy of the version number and
language of the Software Product(s) idenified below which you have installed on your PC per the right
granted to you by the Institution under the Campus Agreement Program. Your right to use each Software
Product shall be governed by and subject to the relevant section(s) of the most current License Agreement
which you may view at www.microsoft.corn/education/pricing/campusagree.
Product Description
2.DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
• Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse
engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such
activity is expressly permitted by applicable law notwithstanding this limitation.
• Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component
parts, if any, may not be separated for use on more than one computer.
• Rental, You may not rent, lease, or lend the SOFTWARE PRODUCT.
• Support Services. Customers acquiring software under the Microsoft Campus Program are not entitled to
free telephone support.
3. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to
any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the
SOFTWARE PRODUCT), and any copies of the SOFTWARE PRODUCT are owned by Microsoft or its
suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.
Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you
may install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for
backup or archival purposes.
4. 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, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED MATERIALS.
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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.
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