HomeMy WebLinkAboutNotice InformationAll notices in connection with this agreement 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.
Notices Information
Microsoft Information
Your Name (School or Purchasing Entity)
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
I. General Customer Information
Your Name (School or Purchasing Entity)
Your Purchase Order Number
(Must be provided before Agreement will be
processed)
II. Definition of Users
Your Users may consist of all teachers, staff, administrators or students who have access to all the
eligible PCs in one school (primary or secondary) or all the eligible PCs in a school grouping; i.e.
school district, regional purchasing center, or other government agency.
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Please check one of the applicable boxes below;
The entire school
Or
n School grouping: The aggregated purchases of more than one school or district.
(Please note a participation form must be filled out for each participating school/district in a scho'
grouping)
III. School Software Products
The School 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 Works
Standard; Microsoft Encarta Reference Suite and Encarta Online; 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 the School
Agreement. Please check the add -on product(s) in the box below you wish to use during the term of
this agreement (in addition to the products listed above) for the total number of eligible PC's entered in
Part IV-3 below.
Front Page
Project
MS Press Windows Starts Here
MS Press Windows NTW Starts
Here
MS Press Web Authoring Starts
Here
IV. Eligible PC Calculation
You must count all of the PCs in line 1 below for your entire School or School Grouping, as
appropriate. For line 2 you need only count those PCs that you choose to run the School Agreement
Software on.
1
Number of Pentium (or equivalent), PowerMac, iMac or better
(100 /o counted)
2
Number of 286, 386, 486, other Apple, Unix or devices that
you will run the Software on
3
Total Eligible PC's
(3=1+2)
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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
avvlicable
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
II. Billing information for School Agreement:
a) MS Direct partner purchase order number:
b) MS Direct Partner Billing Customer Number:
c) Part number and price information:
Insert the Microsoft part number and price information to be billed for the TOTAL number of eligible
PC's entered in Part IV-3 of the Order Form.
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(NOTE: The part number and price level information required below is provided to the Direct
Partner on the School Vl. 0 Price List.
Microsoft Part Number
Price Level
License Offering
Number of eligible PC's
(from Part IV-3 of the Order
Form)
Total
Note: Billing currency,is the currency in which the reference price is expressed.
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The above price level will be extended to Reselier for the term of the School Agreement between the
contracting Microsoft affiliate and the Customer. The Reseller's signature below 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 Reselier 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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Each participating School or District must complete this Participation Form ONLY if you chose
the "school grouping" box in Part II of the Order Form.
I. Customer Information:
Name of Participating School or District
Name of purchasing entity aggregating
purchases for you under this School
Agreement
II. Eligible PC Count:
I.
Number of Pentium (or equivalent), Power Mac, iMAC or better
(100% counted)
2
Number of 286, 386, 486, other Apple, Unix or devices that
you will run the Software on
3
Total Eligible PC's
(3=1+2)
As evidenced by your signature below you acknowledge and agree that you have read and understood the
School Agreement terms and conditions and the License Agreement and agree to be bound by the same.
Name of Participating School or District:
By:
(signature)
Name:
(printed)
Title:
(printed)
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. All such use shall be pursuant to the terms and conditions
set forth herein and in the License Agreement located at
www.microsoft,cam/education/pricing/schoolagree. 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 temporary 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 School 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 School 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 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 Works Standard, Microsoft Encarta Reference Suite, 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 buyout 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 School 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.
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4. Facilitatinj Compliance. You must keep all usual and proper records relating to your
reproduction, distribution and use of the Software. We reserve the right to audit you during the term of
this agreement and for a period of one (1) year thereafter, provided that such audit(s) will be conducted
during normal business hours and in such a manner as not to interfere unreasonably with your
operations. Additionally, you must use reasonable efforts to make your Users aware of the terms and
conditions upon which they are allowed to run the Software. To this end, you must notify all Users that
(a) you have entered into this agreement with us, (b) they are only licensed to run the Software during
the term of this agreement; (c) if you don't renew this agreement or exercise the buyout option or
otherwise purchase perpetual licenses for the Software, then the Software licensed under this
agreement must be deleted and removed from all computers at the time that this agreement expires or
is terminated and you must periodically publish in your institution -wide publication and applicable
web sites either the then current' License Agreement or a reference to the location (either physical or on
a computer network) where the License Agreement can be reviewed. In addition, you will provide all
reasonable cooperation to us to investigate and remedy any unauthorized reproduction of the Software
made available for access or use to your Users.
5, Disabling Mechanisms and No Support Services. We reserve the right to include on any copy of
the Software we make available hereunder any proactive technical disabling mechanisms that would
enable us, with a timed device, to disable the Software once this agreement has expired or is
terminated. As a result, please be advised that you and your Users would likely suffer data loss or
other system errors or malfunctions if they continue to run of the Software after the termination or
expiration of this agreement. Additionally, neither you nor your Users shall be entitled to free
telephone support with respect to the Software,
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 EX 1'E,NT
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, Participation 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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