Client’s use of any Third Party Software provided by Microsoft (“Microsoft Software”) is subject to and conditioned on Client’s and the Authorised Users’ acknowledgement of and compliance with the following terms and conditions:
1. No High Risk Use. Client acknowledges that the Microsoft Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. Client will not, and will ensure that its Authorised Users do not, use any Microsoft Software in any application or situation where such Microsoft Software’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilisation of Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-control applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Client agrees to indemnify, defend and hold harmless Dimension Data and Microsoft from any third-party claim arising out of Client’s or any Authorised User’s use of the Microsoft Software in connection with any High Risk Use.
2. Proprietary Notices and Trademarks. Client will not, and will ensure that its Authorised Users do not, remove, modify or obscure any copyright, trademark, patent or other proprietary rights notices that are contained in or on the Microsoft Software. Client and its Authorised Users have no right under this Agreement to use any Microsoft logos in any manner whatsoever, and must not undertake any action that will interfere with or diminish Microsoft’s (or Microsoft’s suppliers’) right, title and/or interest in their respective trademarks or trade names.
3. End User License Terms. Client will, and will ensure that its Authorised Users, comply at all times with the Microsoft “End User License Terms” located at http://www.dimensiondata.com/Services/CloudServices/Legal/ThirdPartyTerms/Microsoft/EULT (hereby incorporated herein by this reference), as may be amended by Dimension Data from time to time.
4. Indemnity. Client agrees to indemnify, defend and hold harmless Dimension Data and Microsoft from any claim arising as a result of: (a) any software virus introduced by Client or any Authorised User; (b) Client’s or any Authorised User’s violation of these Third Party Software Terms; and (c) unauthorised installation, use, access, copying, reproduction, and/or distribution of any portion of the Microsoft Software by Client or an Authorised User. In addition, Client will be responsible and liable to Dimension Data for all damages, costs, and expenses, including reasonable attorneys’ fees, resulting from Client’s continued use of any allegedly infringing Microsoft Software after Dimension Data has provided Client with notice to cease such use.
5. SPUR and PUR. Microsoft makes the Microsoft Software available subject to the “Services Provider Use Rights” (“SPUR”), located at http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=2, and the “Product User Rights” (“PUR”), located at http://www.microsoft.com/licensing/about-licensing/product-licensing.aspx, or at successor sites designated by Microsoft. Client will, and will ensure that its Authorised Users, at all times (a) comply with the SPUR and PUR as they relate to the Microsoft Software and (b) cooperate with Dimension Data (including by performing any obligations required under the SPUR or PUR or as otherwise requested by Dimension Data) to ensure Dimension Data’s compliance with the SPUR and PUR.
6. Verification. Microsoft reserves certain rights to verify compliance with its license terms and conditions, including by accessing certain facilities where Microsoft Software is hosted or used, in each case either itself or through an independent auditor. Client agrees to cooperate with Dimension Data, Microsoft, and any such auditor in facilitating Microsoft’s compliance verification, including by providing any records, responses and other information and materials requested thereby.
Last changed 28 September 2012