This Matrix Cloudzone – Microsoft Azure Agreement
This Matrix Cloudzone – Azure (Microsoft) Customer Agreement (this “Agreement“), is entered into as of [_____] 201_, (the “Effective Date”) by and between an Agreement between Matrix I.T. CloudZone LTD. (“Matrix”, “we,” “us,” or “our”) and the entity you represent (“Customer”, “You”). Please see the Microsoft Documents as defined hereinafter, for definitions of certain capitalized terms used in this Agreement. This Agreement governs your access to and license the use of Microsoft for Work Cloud platform and related services (together in this Agreement: the “Services”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the terms and conditions of this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. Whereas: (a) Matrix is authorized by Microsoft Inc. (“Microsoft”), to provide access to the Services, all as defined hereinafter; (b) Customer wishes to receive from Matrix and Matrix wishes to provide Customer with access to the Services, all as defined hereinafter; and (c) The Parties wish to delineate their legal relationship in accordance with the terms and conditions set out hereinafter in this Agreement. It is therefore declared, agreed and stipulated between the Parties as follows: This Agreement consists of the below Microsoft applicable documents, as well as the following Microsoft documents and any other applicable Microsoft documents, as amended from time to time, of which the current version is located as following:
Microsoft Azure Agreements: https://azure.microsoft.com/en-us/support/legal/subscription-agreement-nov-2014/; Microsoft Acceptable Use Policy: https://www.microsoft.com/online/legal/v2/en-us/mos_acceptable_use_policy.htm ; Microsoft Services Terms: https://www.microsoft.com/en/servicesagreement/ ; Microsoft SLAs Office 365: https://technet.microsoft.com/en-us/library/office-365-service-level-agreement.aspx ; Microsoft SLAs AZURE: https://azure.microsoft.com/en-us/support/legal/sla/ ; Microsoft Services Agreements: https://www.microsoft.com/en/servicesagreement/ ; Microsoft Azure Agreement: https://azure.microsoft.com/en-us/support/legal/subscription-agreement-nov-2014/ ; Microsoft Online Subscription Agreement: https://www.microsoft.com/licensing/docs/customeragreement (hereafter individually or jointly referred to respectively as: “Microsoft Documents“).
- Preamble, Exhibits. (a) The preamble to this Agreement and its exhibits (if any) constitute an integral part of the Agreement itself; (b) The exhibit to this Agreement: “Exhibit A″ – Non-Disclosure Agreement (optional).
- Use of Services. (a) In consideration for the Service Fee and in accordance with the terms herein, we grant you the right to access and use the Services, as further described in the Microsoft Documents; (b) You may use the Services only in accordance with this Agreement and Microsoft Documents.
- Service Fee, Taxes and Payment Terms. In consideration for the Services, Customer shall pay Matrix fees in accordance with Microsoft pricing. All payments in respect of this Section 3 shall be made within 30 days from date of invoice to Customer. Prices are exclusive of any taxes. You shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this agreement and which we are permitted to collect from you under applicable law. You shall be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the provision of Products to your Affiliates. We shall be responsible for all taxes based on our net income. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority, provided however that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
- Term, termination and suspension shall apply in accordance with Microsoft Documents.
- Additional Services. (a) Customer shall have an option to purchase from Matrix, with respect to this Agreement: (i) consulting services for fees of US$130 per hour + VAT, or as otherwise agreed between the Parties from time to time in writing (the “Consulting Services” and the “Consulting Fees”, respectively), according to Matrix hours breakdown report; (ii) DBA Services for fees of US$130 per hour + VAT, or as otherwise agreed between the Parties from time to time in writing, according to Matrix hours breakdown report (the “DBA Services” and the “DBA Fees”, respectively.
- Limitation of Liability, Warranties and Disclaimer. (a) All services under this Agreement are provided “as is”. Warranties and Liability shall be limited in accordance with Microsoft Documents. Other than as explicitly set forth in the Microsoft Documents, Matrix/Microsoft provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose except to the extent prohibited by law. Other than as explicitly set forth in the Microsoft Documents, Customer hereby waives and discharges Matrix/Microsoft and their affiliates, directors, officers, employees, shareholders, agents, representatives, successors and assigns, from any and all obligations and/or claims and/or demands, deriving from any law and/or agreement, including this Agreement, relating to any matter, act, omission or circumstances, including but not limited to any claim or obligation derived from or related to this Agreement, whether such claim and/or damage is known upon the date herein or not. (b) By signing this Agreement: Customer acknowledges that Matrix and Microsoft are independent contractors and Matrix is not Microsoft’s agent in a joint venture with Microsoft; and Customer confirms that Matrix and Microsoft are processors of any personal data processed by them on Customer’s behalf, and that Customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” are defined in the EU Directive.
- By signing this Agreement: (a) Customer acknowledges that Matrix and Microsoft are independent contractors and Matrix is not Microsoft’ agent or in a joint venture with Microsoft; and (b) Customer confirms that Microsoft is a processor of any personal data processed by it on Customer’s behalf, and that Customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” are defined in the EU Directive.
- Miscellaneous. Notices. All notices, consents, waivers and other communications required or permitted by this Agreement must be in English, in writing, and will be deemed given when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by email with written confirmation of notice including confirmation of transmission by the transmitting equipment delivered promptly thereafter, but no longer than five (5) business days thereafter; or (c) received by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated hereafter (or to such other address, facsimile number, e-mail address or person as a Party hereto may designate by notice to the other Party hereto): For Customer: the most current address/fax number indicated by Customer to in writing: For Matrix: firstname.lastname@example.org. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Matrix’ consent, except that Matrix’ consent will not be needed if the assignment is to an affiliate of Customer or to successor in a merger or acquisition of all or substantially all of Customer’s assets. Matrix shall not be entitled to assign its rights and obligations under this Agreement without Customer’s prior written approval. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. No agency. This agreement does not create an agency, partnership, or joint venture. Applicable law and venue. This Agreement shall be governed by the law of the State of Israel and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Tel Aviv, Israel. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between the Microsoft Documents and this Agreement that is not expressly resolved in this Agreement, the Microsoft Documents shall prevail. Survival. Any term or condition which by clearly intended to survive the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. Confidentiality and publicity. Without derogating from Microsoft Documents, neither Party shall, without the other Party’s prior written consent, disclose, provide or make available any Confidential Information in any form to any person or entity or make use of such information, except to the extent necessary to enable the Parties to exercise their rights under this Agreement. Customer may only use information belonging to Matrix and/or Microsoft which was passed on to it within the framework of this Agreement in order to utilize Microsoft Documents in accordance with this Agreement and its Exhibits. Each Party shall take all reasonable precautions to prevent the disclosure, distribution or unauthorized use of the information of the other, and at least those, which it would have taken in order to protect its own confidential information of a similar nature. Notwithstanding the above, it is agreed by both parties that in the event any breach of this section is attributable to Microsoft, any entity under Microsoft’s control and/or Microsoft’s contractors or subcontractors, Matrix shall not bear any responsibility towards Customer. Force Majeure. Except for Customer’s payment obligations of fees due and owing, Neither Party will be liable for any failure in performance due to causes beyond that Party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, embargo, 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 law or regulations or other acts of government that impact the delivery of Online Services).