Microsoft Cloud Solution Provider (CSP) Agreement

GENERAL TERMS AND CONDITIONS. The Parties agree as follows:

1. DEFINITIONS.

1.1. “Affiliate” means any legal entity that owns, is owned by, or that is under common ownership with Client. Ownership means control of more than 50% interest.

1.2. “Chargeable Units” means the metric or other unit of measure for the usage of the Products upon which Fees for the Products are calculated and charged. Without limiting the generality of the foregoing, a Chargeable Unit may be a user, license, seat, device, mailbox, capacity or bandwidth, as applicable to the Products (such applicability will be determined by Insight or Microsoft).

1.3. “Client Data” has the meaning assigned to it in the Microsoft Customer Agreement.

1.4. “Fees” means the fees for the Products purchased by Client under this Agreement, including without limitation, Subscription Fees, as described in this Agreement.

1.5. “Marks” means (i) either party’s names, word marks, logos, logotypes, trade dress, designs or other trademarks; (ii) the trademark and trade name “Microsoft,” and all trademarks and trade names derived from it, and the trademarks owned by Microsoft and used in association with all Products or which are set out at https://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx, or any successor site, as Microsoft may amend; and (iii) any and all copyrights either party owns.

1.6. "Microsoft" means Microsoft Corporation.

1.7. “Microsoft Customer Agreement” means the agreement that Microsoft uses to convey or provide Products to Clients, as set forth in Exhibit A. Microsoft may revise the Microsoft Customer Agreement on not less than thirty (30) days’ notice.

1.8. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.9. “Product” means the Microsoft online services as described under the following links, https://technet.microsoft.com/en-us/library/office-365-service-descriptions.aspx, which may include Microsoft software technology, on the then-current Insight CSP price list.

1.10. “Registered Usage” means the number or quantity of Chargeable Units provisioned by Client directly or through Insight on behalf of Client, calculated on a prorated basis by Microsoft.

1.11. “Service Level Agreement” or "SLAs" means the service levels or service level agreements pertaining to, among other things, the nature and quality of the Products. The SLAs agreed upon under this Agreement, if any, shall be set forth in Exhibit B.

1.12. “Subscription Fees” means recurring fees for the Products during the applicable Subscription Period based on the actual Chargeable Units and the Products ordered by Client.

1.13. “Subscription Period” means a monthly or yearly billing period, as indicated online in Insight’s cloud management portal or as my be set forth in the Order Form.

1.14. “Support Services” means a single point of contact for Client to obtain technical assistance as set forth in Exhibit C.

1.15. “Term” means collectively, the “Initial Term” and, if applicable, any “Renewal Term,” as defined in subsection 5.1 (Term of Agreement).

1.16. “Terms of Use” means Microsoft’s terms and conditions associated with the use of the Products by Client, attached as Exhibit A of this Agreement.

1.17. “Territory” means Canada.

1.18. “Third Party Offer” means an offer available through the Microsoft Cloud Solution Program to resell, manage, bill and support third party SaaS solutions along with the Microsoft Cloud Solution Program.

1.19. “Usage Commitment” means the greater of: (i) the Registered Usage selected by Client, or (ii) the then-current Registered Usage as reported to Insight by Microsoft and upon which Insight invoices Client for the applicable Usage and Subscription Period during the applicable Term.

1.20. “Vendor” or "Microsoft" is the entity that provides the Products, as described in the Vendor Terms and offered by Insight under this Agreement, including Third-Party Software licensors (if any).

1.21. “Vendor Terms” means, collectively, Microsoft’s terms and conditions associated with the use of the Products, including but not limited to: (i) Microsoft’s Cloud Agreement; and (ii) Microsoft's Online Services Terms, as may be further referenced in Exhibit A; and (iii) SLAs, if applicable, as may further be referenced in Exhibit B.

2 AUTHORIZATION AND TERRITORY

2.1 Authorization

(a)Insight is authorized to participate in the Microsoft Cloud Solution Provider Program and provide certain Products to Clients.

(b) Insight is authorized to participate in the Microsoft Third-Party Offer Marketplace and provide certain third-party SaaS solutions to Clients. Third-Party Offers are provided by developers and subject to the terms of the associated Third-party Customer Agreement and policies of that developer.

(c) Client is authorized to use the Products in the Territory.

(d) Client acknowledges and agrees that Microsoft may modify a Product, or may release a new version of a Product at any time and for any reason including, but not limited to, to address customer needs or otherwise address competitive demands, to respond to a government regulation, order, or law, or to advance innovation in its Product offerings. Microsoft reserves the right to add new features or functionality to, or remove existing features or functionality from, a Product.

(e) Microsoft may provide Products that are identified as academic, charity or government. These Products may only be provided to Clients that meet Microsoft’s qualification criteria.

3. MICROSOFT CUSTOMER AGREEMENT ACCEPTANCE AND SUBSCRIPTION TERMS

(a) Microsoft Customer Agreement Acceptance. By signing this Agreement, Client accepts the Microsoft Customer Agreement. The current version of the Microsoft Customer Agreement is referenced in Exhibit A to this Agreement.

(b) Fixed term Products. Client will purchase the fixed term Products for a fixed Subscription term of 12 months. The quantity of Product in the Subscription can be varied on a monthly basis. Insight’s billing will be adjusted to take account of the new quantity of Product in the Subscription in the subsequent invoice.

(c) Auto-Renewal. Subscriptions will automatically renew at the end of any term. Each renewal term will be for the period equal to the previous term. Pricing for a renewal term will be Insight’s pricing in the price list in effect as of the commencement of the renewal term.

(d) Disablement. Insight may disable a Client’s Subscription in case of subscription payments being two (2) calendar months in arrears. Insight will need to separately disable each active Subscription. Depending on the Product, Client will have limited or no access to the Product. Neither Insight nor Microsoft will be liable in any manner whatsoever to the Client arising out of Insight’s disablement of the Client’s Subscriptions. Microsoft may disable a Client’s Subscription for legal or regulatory reasons or as otherwise permitted under this Agreement and Microsoft will notify Insight of a disablement as soon as commercially reasonable. Insight agrees to notify the Client of the same. If Microsoft disables the Client’s Subscription, billing will be suspended until the Subscription is re-enabled.

(e) Cancellation. The Client may cancel a Subscription for a Product as follows: 1) no refund is allowed for fees that have been paid; and 2) an “Early Termination Charge”, meaning fees due from Client in the event of cancellation of a Subscription before its term ends, may be applied.

Upon cancellation, Client will have thirty (30) days to migrate any Client Data to either a new Subscription with Insight, with Microsoft directly, or some other service. The Client shall be responsible for any migration process including any associated costs.

4. FEES AND INVOICING.

4.1 Products Fees. Subject to subsection paragraph (b) below (Changes in Usage), as consideration for the Products purchased by Client under this Agreement, Client shall pay Insight the Fees, which will be based upon the applicable pricing rate for the Products and the Usage Commitment. For price increases and decreases, Insight will provide Client with not less than 60 days’ notice.

(a) Pricing Rates. For the Initial Term and unless otherwise provided, the pricing rates for the Products ordered under this Agreement shall be set forth in the Order Form or in a quote provided by Insight, which rates will be based upon the Registered Usage and the Products described therein. For any Renewal Term, the pricing rates shall be Insight’s then-current rates for such Products based upon the applicable Usage Commitment at commencement of the then-current Renewal Term, unless otherwise agreed upon by Insight in writing.

(b) Changes in Usage. Upon execution of this Order, the parties agree that all future quantities used, enabled or consumed for existing purchased Products will be invoiced on an actual use basis, including without limitation, any increases. If new Products or features are procured, Client will need to execute a Project Change Request Form for any such net-new Products.

4.2 Invoicing. Charges for the Products will accrue on the date the Products are activated or made available by Microsoft to Client and are non-refundable, except as expressly provided in this Agreement. Insight will invoice Client the Service Fees on a monthly basis as set forth in the Order Form.

(a) Products. Charges for the Products will accrue on the date the Products are activated or made available by Microsoft to Client and are non-refundable, except as expressly provided in this Agreement. Insight will invoice Client the Service Fees on a monthly basis as set forth in the Order Form.

(b) Server Subscriptions. Charges for Server Subscriptions will be invoiced up-front, in full, for the entire term. All Server Subscriptions have their own unique coverage period (either 1 or 3 year subscription periods). No refunds will be granted once the Server Subscriptions are provisioned and in use.

4.3 Payment terms. Client must pay all undisputed invoices in full within 30 days of the invoice date. All payment terms are measured from the date of invoice and are payable in the currency specified on the invoice. If an invoice is the subject of a bona fide dispute, Client shall notify Insight in writing, including a description of the nature of such dispute in sufficient detail, within such 30 day period. Failure to comply with the requirements of this provision shall preclude the Client's right to dispute such invoice. All payments must reference the invoice number. Insight reserves the right to charge interest of 1.5% per month or the maximum allowable by applicable law, whichever is less, for any undisputed past due Fees. Client is responsible for all costs of collection, including reasonable attorneys' fees, for any payment default on undisputed Fees.

4.4 Taxes. All amounts the Client must pay under this Agreement do not include any taxes. Client must pay taxes imposed on or with respect to its activities in connection with this Agreement, if any, and Insight and or Microsoft will have no responsibility for the payments. Client must pay or reimburse Insight for all taxes which are permitted to be collected by Insight under applicable law. Client may provide a valid exemption certificate in which case Client will not be charged the taxes covered by such certificate, and further Insight and or Microsoft will be under no obligation to apply credits for any periods for which Client had not timely submitted a valid exemption certificate. If Client is located in a jurisdiction that utilizes the VAT numbers for tax identification purpose, it will provide Insight with its VAT number together with its address details.

If income taxes are required to be withheld by any government on payments to Microsoft or Insight, Client may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, that Client promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested to claim a foreign tax credit or refund. Client will ensure that any taxes withheld are minimized to the extent possible under applicable law. Client remains obligated to pay Insight for the amount of tax withheld until Client provides to Insight the official receipt and other documents reasonably requested.

The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Insight only and do not include any withholding taxes suffered by Client for payments made to Client by its customers. Those withholding taxes will be Client’s financial responsibility.

This tax section shall govern the treatment of all Taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.

4.5 Product Credits. In the event that a credit for the Products is due to Client in accordance with the Vendor Terms, the parties agree that any credit due will be credited by Insight to Client’s account within a reasonable time after Insight’s receipt the corresponding credit amount from Microsoft following Microsoft’s verification of Client's claim. Client expressly acknowledges and agrees that Insight is not obligated to provide any Product credit if Microsoft is unable to verify, or otherwise rejects, Client’s claim for any reason or if Microsoft fails to provide the Products credit for any reason even if it has verified Client’s claim. ANY CREDITS OR TERMINATION RIGHTS DESCRIBED UNDER MICROSOFT’S SLAs SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF CLIENT IN CONNECTION WITH ANY UNAVAILABILITY OF THE PRODUCTS OR BREACH OF SUCH SLAs.

5. TERM; SUSPENSION; TERMINATION.

5.1 Term of agreement.

(a) Term. This Agreement will remain in effect until one (1) year after the signature date, unless terminated earlier as set forth below. This Agreement will automatically renew for successive one (1) year terms unless either party gives the other sixty (60) days’ written notice of its intent to not renew.

(b) Termination Without Cause. Insight may terminate this Agreement at any time without cause and without intervention of the courts by giving not less than thirty (30) days’ written notice.

(c) Termination for Cause. If a party breaches any term of this Agreement, the other party can terminate this Agreement for cause. The terminating party will give the breaching party not less than thirty (30) days’ written notice and opportunity to cure the breach if the cause for termination is curable. A party will be allowed to cure a breach once, if a party breaches the Agreement for the same reason as a prior breach such as late payment, then the other party may terminate the Agreement immediately. If the cause for termination is not curable, termination is effective immediately upon written notice from the terminating party. Disclosure of confidential information including the disclosure of specially negotiated Client terms, misappropriation of Microsoft’s intellectual property, and insolvency, bankruptcy or other similar proceedings, are grounds for immediate termination.

(d) Effect of Expiration or Termination.

(i) When this Agreement ends or is terminated, Client must immediately stop using all rights granted by this Agreement and Client must also pay Insight any amounts due under this Agreement.

(ii) Termination of this Agreement terminates all and any amendments or addenda under this Agreement.

(iii) If this Agreement expires or is terminated for any reason other than a breach by Client, Insight will, subject to the terms of this Agreement, continue to provide Products to Client for an active Subscription for the shorter of 12 months or the minimum period of required performance by Client under this Agreement.

(e) Waiver of Rights and Obligations. Each party waives any right or obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

(f) Survival. 5(d) (Effect of Expiration or Termination), 5(e) (Waiver of Rights and Obligations), 5(f) (Survival), Sections 6 (Privacy; Client Data), 7(b) (Product Warranties), 7(c) (Compliance with laws and Microsoft’s Anti-Corruption Policy), 8 (Warranty and Indemnity Obligations), 9 (Limitations on and Exclusions of Damages), 12 (Government Restrictions), 16 (General) of this Agreement will survive any termination or expiration of this Agreement.

6. PRIVACY; CLIENT DATA.

(a) Privacy. The Client shall: (i) comply with all applicable legal requirements regarding privacy and data protection; and (ii) provide sufficient notice to, and obtain sufficient consent and authorization from, any party providing Personal Data to the Client, Insight and Microsoft to permit the processing of the data by Insight and Microsoft and their respective Affiliates, subsidiaries, and subcontractors as required in order to provide the Products and Products to the Client.

Microsoft and Insight may collect, use, transfer, disclose, and otherwise process the Client’s Data, including Personal Data, as described in the Microsoft Customer Agreement. Microsoft may send direct communications to Clients related to the terms of the Microsoft Customer Agreement or the operation or delivery of the Product. The Client must provide Microsoft with accurate contact information for the administrator of each domain.

(b) Client Data.
The Client is required to pass to Insight some limited Client Data. The Client warrants that it is the data controller of the Client Data. The security, privacy and data protection commitments made by Microsoft in any Microsoft Customer Agreement only apply to the Products purchased from Microsoft and not to any services or products provided by Insight. The Client agrees and acknowledges that in respect of any access to and processing of Personal Data: (A) Insight will only have access to and process minimal amounts of non-sensitive or non-special categories of Personal Data relating primarily to Microsoft CSP Products and related services which shall include processing for order fulfilment, account management and reporting purposes; and (B) other than the purposes described in sub-paragraph (A) above, Insight shall not be considered a data processor or data controller or in any other way have any responsibilities or liability (and Client holds Insight harmless) in respect of the use, processing, storage, transfer or access or otherwise in respect of Personal Data by and/or between Client on the one hand and Microsoft on the other hand which shall be subject to the arrangements and agreements entered in to directly between Client and Microsoft.

(i) Insight shall use Client Data only to provide Client with the Products and the Support Services specified in Exhibit C of this Agreement and to assist Client in the proper administration of the Products. Additionally, Insight shall only access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications to the extent required by law (or to provide law enforcement or other government entities access to such data).

(ii) If Insight receives a request for Client Data either directly from a law enforcement agency or as redirected to Insight, then Insight shall redirect the law enforcement agency to request that data directly from Client. If compelled to disclose Client Data to law enforcement, then Insight shall promptly notify Client and provide a copy of the demand, unless legally prohibited from doing so.

(iii) Client consents and authorizes Insight, Microsoft (and their service providers and subcontractors) at Client’s direction to access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications (or to provide law enforcement or other government entities access to such data). As and to the extent required by law, Client shall notify the individual users of the Products that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and shall obtain the users’ consent to the same.

(iv) Neither Insight nor Microsoft provide a back-up service for the Client Data unless additionally purchased by the Client. The Client is responsible for the back-up of Client Data. Neither Insight nor Microsoft shall be liable for the loss of Client Data as a result of the Client’s failure to back up such Client Data.

7. OTHER RIGHTS AND OBLIGATIONS

(a) Client’s Representations and Warranties. Client represents and warrants that it will provide access to Insight to the Client’s Microsoft administration portal as a delegated administrator on a continuing basis.

(b) Product Warranties. Insight makes no representation, condition or warranty about the Products. Product warranties are as set out in Microsoft’s Cloud Agreement or other end user facing documentations.

(c) Compliance with Laws and Microsoft’s Anti-Corruption Policy.

(i) Compliance with laws and Microsoft’s Anti-Corruption Policy. Client will comply with all applicable laws against bribery, corruption, inaccurate books & records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti-Corruption Laws”). Client certifies that it has reviewed and will comply with the Anti-Corruption Policy for Microsoft Representatives available at: https://www.microsoft.com/en-us/legal/compliance/anticorruption/reppolicy.aspx. Client’s record-keeping obligations, described in the Audit Rights section below, apply to Client’s certifications in this section and its compliance with Anti-Corruption Laws.

(ii) Audit Rights. During the term of this Agreement and for two (2) years after the later of either (i) the termination of Insight’s Agreement with Client, or (ii) the date of issuance of final payment between Insight and Client, Insight or its audit-related agents shall have access to, and the Client shall maintain, any books, documents, records, papers, or other materials of the Client related to this Agreement (the “Relevant Records”). Client shall establish and maintain a reasonable accounting system that enables Insight and its audit-related agents to identify Client’s assets, expenses, expenditures, costs of goods, margins, discounts, rebates or other payments and compensation received, and use of funds related to this Agreement. Client shall maintain a system of internal controls to prevent the payment of bribes and provide reasonable assurance that financial statements and reporting are accurate. Client shall not have undisclosed or unrecorded accounts for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books and records are prohibited.

Insight will provide Client with at least ten (10) days’ written notice of Insight’s intent to exercise its rights under this provision. The Relevant Records and, if requested, relevant employees, shall be made available to Insight or its audit-related agents during normal business hours at the Client’s office or place of business. If no such location is available, then the Relevant Records, and if requested, relevant employees, shall be made available at a time and location that Insight will determine.

Insight may exercise its rights under this provision any time it has a good faith reason to believe that Client or its representatives are in violation of any Anti-Corruption Laws in connection with this Agreement or in any manner that may impact Insight or its relationship with Client. In addition, Insight may further exercise its rights under this provision for any other reason at any other time not to exceed once every 12-month period.

8. WARRANTY AND INDEMNITY OBLIGATIONS.

(a) Warranty. Microsoft’s warranty obligations shall be as set out in the Microsoft Customer Agreement.

(b) No Warranty. Unless required by applicable laws, Insight gives no express warranties, representations or conditions. To the maximum extent permitted under applicable laws, Insight excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose.

(c) Defense of Infringement Claims. Microsoft’s obligation of defense of Infringement Claims shall be as set out in the Microsoft Customer Agreement.

(d) Client’s Defense Obligations. Client will defend Insight against any Third Party Claims. If there is an adverse final judgment (or settlement to which Client consents) resulting from any Third Party Claims, Client will pay it. Insight will promptly notify Client in writing of the Third Party Claim, specify the nature of the claim and the relief the third party seeks. Insight will give Client reasonable assistance in defending the Third Party Claim. Client must have Insight’s written consent before settling any Third Party Claim. Insight will not unreasonably withhold Insight’s consent. “Third Party Claim” means any third party claims or allegations against Insight that arise out of or are connected with any default or breach or alleged default or breach of this Agreement by Client, or any other act or omission by Client.

9. LIMITATIONS ON AND EXCLUSIONS OF DAMAGES.

(a) Limitation. UNLESS APPLICABLE LAW REQUIRES OTHERWISE, THE ONLY REMEDY THAT EITHER PARTY WILL HAVE FOR ANYTHING RELATED TO THIS AGREEMENT IS TO OBTAIN DIRECT DAMAGES FROM THE LIABLE PARTY UP TO THE AMOUNT ACTUALLY PAID BY CLIENT TO INSIGHT DURING THE PRIOR ONE-YEAR PERIOD, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY. NEITHER PARTY CAN RECOVER ANY OTHER DAMAGES FROM THE OTHER, INCLUDING LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE. THE LIMITATIONS IN THIS SECTION APPLY TO: (I) ANYTHING RELATED TO THE PRODUCTS; AND (II) CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. IT ALSO APPLIES EVEN IF CLIENT IS NOT FULLY COMPENSATED FOR ANY LOSSES, OR INSIGHT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.

THE LIMITATIONS DO NOT APPLY TO CLAIMS FOR NON-PAYMENT, FRAUD, BREACH OF CONFIDENTIALITY, THIRD PARTY CLAIMS AND MICROSOFT CUSTOMER AGREEMENT. EACH PARTY’S LIABILITY FOR LOSS OR DAMAGE OF ANY KIND (INCLUDING LOSS OR DAMAGE CAUSED BY NEGLIGENCE) IS REDUCED TO THE EXTENT THAT THE OTHER’S AGENTS CAUSED OR CONTRIBUTED TO THAT LOSS OR DAMAGE.

(b) When These Exclusions May Not Apply. The provisions of any local law which implies terms into this Agreement will not apply to the extent that local law permits the parties to contract out of the law. However, the limitations and exclusions in this Agreement do not change Client’s rights if the laws of its state, province or country do not allow. For example, the limitations on liability may not apply to Client if applicable law does not allow it.

If applicable law gives Client any implied terms, despite the exclusions and limitations in this Agreement, then to the extent permitted by applicable law, Client’s remedies are limited to repair or replacement of the Product and if Microsoft cannot repair or replace the Product, Insight will refund the amount Client paid for it.

10. INTELLECTUAL PROPERTY.

(a) Use of Marks. The Agreement does not grant either party any right, title, interest, or license in or to any of the other party's Marks.

(b) Proprietary Notices. Client must not remove any copyright, trademark or patent notices from any of the Products. Client must include Microsoft’s copyright notice on any documentation for the Products, including online documentation. The first time Client mentions the name of Microsoft’s Products in communications, it must use the appropriate trademark, Product descriptor and trademark symbol (either “™” or “®”), and clearly indicate Microsoft’s (or Microsoft’s suppliers’) ownership of the trademark(s).

(c) Unsolicited Commercial Email. Neither party may use the other party's Marks in connection with the transmission or distribution of unsolicited commercial email. Neither party may use the other party’s Marks in any manner that would violate applicable law or local custom, or conflict with Microsoft’s policies.

11. RESERVATION OF RIGHTS.

At any time during the term of this Agreement, Microsoft may terminate any Client's status as a Client in accordance with the terms under the Microsoft Customer Agreement. Client will be promptly notified of such termination. Following such a notice, no further Client orders will be accepted. Termination will not affect Insight’s right to invoice the Client or Client’s obligation to pay for Products ordered before such termination. If Microsoft terminates the Client’s status as a Client, Client will not have any claim against Insight resulting from the termination.

12. GOVERNMENT RESTRICTIONS.

(a) Export Restrictions. Microsoft Products are subject to U.S. export jurisdiction. All parties must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other governments. For additional information related to Microsoft compliance with export rules, see www.microsoft.com/exporting.

(b) Government Approvals. Client may import or export and provide the Products in or to a country or Territory only if allowed by, and in compliance with, all applicable laws and regulations of the country or Territory, as well as this Agreement.

13. TAXATION.

All amounts the Client must pay under this Agreement do not include any taxes. Client must pay taxes imposed on or with respect to its activities in connection with this Agreement, if any, and Insight and or Microsoft will have no responsibility for the payments. Client must pay or reimburse Insight for all taxes which are permitted to be collected by Insight under applicable law. Client may provide a valid exemption certificate in which case Client will not be charged the taxes covered by such certificate, and further Insight and or Microsoft will be under no obligation to apply credits for any periods for which Client had not timely submitted a valid exemption certificate. If Client is located in a jurisdiction that utilizes the VAT numbers for tax identification purpose, it will provide Insight with its VAT number together with its address details.

This tax section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.

14. NO UNAUTHORIZED SPECIAL OFFERS; NO SIDE AGREEMENTS.

Only the Insight entity that enters into this Agreement can agree with Client to amend the Agreement. Neither Client nor Insight will enter into any Side Agreement. “Side Agreement” means any arrangement between Insight and Client, written or oral, that purports to modify the Agreement and is not signed, or otherwise agreed to, by the Insight entity that signed this Agreement. Side Agreements do not include Microsoft offers of rebates, promotions, discounts or extensions of payment terms (collectively, “Special Offers”) when the Special Offer is made pursuant to a separate written agreement generally available to Microsoft’s partners.

15. FINANCIAL INTEGRITY AND ACCOUNTING.

Client will not provide false, misleading or inaccurate financial information to Insight or Microsoft. Client must ensure that all orders, and the Agreement or any other documents it submits are complete and accurate.

16. GENERAL

(a) Entire Agreement. This Agreement is Insight’s entire agreement relating to Client’s purchase of the Products under the Microsoft Cloud Solution Provider Program. It supersedes any prior or contemporaneous communications. This Agreement can be changed only if both parties who entered into this Agreement sign an amendment.

(b) Notices. All notices and requests required or permitted under this Agreement shall be in writing. Any notice or request provided for by this Agreement shall be given either by personal delivery; facsimile transmission; certified mail, return receipt requested; or recognized overnight express courier service. Notice or request shall be deemed to be effective:

(i) when it is given, in the case of notice or request by personal delivery or by facsimile transmission (provided that in the case of notice by facsimile transmission delivery is electronically confirmed by the sender's telecopier);
(ii) three days after deposit in the mail, in the case of notice or request by certified mail, return receipt requested; and
(iii) one day after delivery to the courier service, in the case of notice or request by recognized overnight express courier service.

You must send notices to the registered office address. Legal notices to Insight must be sent with a separate copy addressed to:

Insight
6820 South Harl Avenue
Tempe, AZ, USA 85283
Attn: Legal Department

A party may change its address for notification purposes by giving written notice of such change to the other party. Notwithstanding the foregoing, communications in the ordinary course of business (which do not include any notices related to payment, any dispute under or alleged breach of this Agreement, any effort to enforce the terms of this Agreement, or any notice regarding termination or modification of this Agreement or the Products) may be sent via email to the appropriate contact.

(c) Assignment. Client may not assign or transfer this Agreement or its rights or obligations under it, whether by contract or by operation of law (such as merger or sale of Client’s stock). Client will provide Insight with no less than 30 days’ notice of any requested assignment and Insight’s consent will not be unreasonably withheld.

(d) Confidentiality. The following terms and conditions apply to exchanges of information under this Agreement.

(i) “Confidential information” means: (a) nonpublic information that Insight, Client, or an Affiliate designates as being confidential; or (b) nonpublic information which, given the nature of the disclosure or the circumstances surrounding disclosure, the receiving party should treat as confidential, including but not limited to Client Data. Client Agreements are Confidential Information provided Client: (1) has a need to know such Confidential Information in order fulfill the purposes of this Agreement; and (2) accepts that all such Confidential Information is to be handled in strict confidence

(ii) Generally, The Parties must not disclose any confidential information of the other for five years following the date of disclosure. However, there is no time limit on disclosure of confidential information that contains personal information (such as Client contact information). The receiving party will not be liable for disclosure of information which: (a) it already knew without an obligation to maintain the information as confidential; (b) it received from a third party without breach of an obligation of confidentiality owed to the other party; (c) it independently developed; or (d) becomes publicly known through no wrongful act of the receiving party.

(iii) However, confidential information may be disclosed as required by a judicial or other governmental order, if the receiving party either: (a) gives reasonable notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure; or (b) obtains written assurance from the entity issuing the order that it will protect the confidential information to the maximum level allowed under applicable law or regulation.

(e) Relationship Between Insight and Client. Client and Insight are independent contractors for all purposes regarding this Agreement. Insight and Client are not a partnership (as the term is used in applicable partnership laws to refer to a legal partnership entity) or joint venture. Client and Insight do not have any agency, franchise or fiduciary relationship.

(f) Waiver. No waiver of any breach of this Agreement shall be a waiver of any other breach, and any waiver must be in writing and signed by an authorized representative of the waiving party.

(g) No Representations. Insight has not made any representation to Client about any Products other than as specifically stated in this Agreement. Client has relied on its own skill and judgment (or that of its advisers) in deciding to enter into this Agreement. However, neither party limits or excludes liability for fraudulent misrepresentations.

(h) Applicable Law; Attorneys’ Fees. These CSP Special Terms are governed by and interpreted in accordance with the laws of the Province of Ontario which shall have exclusive jurisdiction.

This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for:

(i) violation of intellectual property rights;
(ii) breach of confidentiality obligations; or
(iii) enforcement or recognition of any award or order in any appropriate jurisdiction.

If either party begins litigation in connection with these Microsoft CSP Special Terms and Conditions, the substantially prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern these CSP Special Terms.

EXHIBIT A

VENDOR’S TERMS

BY EXECUTING THIS AGREEMENT, CLIENT ACKNOWLEDGES AND CERTIFIES THAT IT HAS READ, ACCEPTS AND WILL AT ALL TIMES COMPLY WITH: (1) MICROSOFT’S ONLINE SERVICES TERMS; AND (2) MICROSOFT’S CUSTOMER AGREEMENT. CLIENT SHALL BE SOLELY RESPONSIBLE FOR PERIODICALLY REVIEWING DESIGNATED URLS OR SUCCESSOR URLS OF MICROSOFT TO UNDERSTAND AND PERFORM IN ACCORDANCE WITH SUCH AMENDED OR OTHERWISE UPDATED VENDOR TERMS.

The Microsoft Online Services Terms can be found at:
https://www.microsoft.com/en-us/licensing/product-licensing/products.aspx

The Microsoft Customer Agreement is available from Client’s tenant accessed through the Microsoft Online Services Portal;
OR
Client accepts the current applicable regional version of the Microsoft Customer Agreement available under the link below. Microsoft reserves the right to update the Microsoft Customer Agreement.

EXHIBIT B

SERVICE LEVEL AGREEMENT
(ONLINE SERVICES AND AZURE SERVICES)

The provisions of this Exhibit B (or as otherwise provided by Microsoft), specify the performance and quality commitments offered by the Microsoft to Client:

The Service Level Agreement for Microsoft Online Services can be found at:
https://www.microsoft.com/en-us/licensing/product-licensing/products.aspx

The terms and conditions located at the above-referenced URLs establish a direct agreement between Client and Vendor.

EXHIBIT C

SUPPORT SCOPE

Support Scope

Included:

Break/Fix for Office 365, Microsoft 365, and Azure Issues
How-To for Office 365, Microsoft 365, and Azure Administration
Office 365 ProPlus Issues on Supported Desktop OS (Windows 7 and newer)
- Licensing
- Inoperable features
Migration Support (if included with License purchased from Insight)
Billing Support

Per-Case Basis:

Break/Fix for On-Premises Hybrid Servers
- Active Directory
- Exchange
- Skype – Configured with Hybrid
How-To for On-Premises Hybrid Servers
Configuration Changes for Office 365 and Azure
Provide change management support for policy or configuration changes within the supported Microsoft Office 365 Cloud-based services.

Not-Included:

Break/Fix for On-Premises Only Servers
Break/Fix for On-Premises Networking/ Bandwidth
Configuration Changes for On-Premises Only Servers
- On-premise deployed applications such as MS Exchange, SharePoint, or Skype for Business
Non-Microsoft Cloud Services (SAP, Salesforce, Dropbox, etc.)
- Includes in-house Applications or 3rd Party Applications
Day-to-day Admin (Add, Remove, Change Users, Licenses, etc.)
Migration Support (if NOT included with License purchased from Insight).
Support for Non-Global Administrators in the Office 365 Tenant
Designing SharePoint sites
End User training
Large and complex change requests (will be deemed project work; scoped and invoiced separately)
Non-automated patch management
Operating system version upgrades
Insight will provide support only for Microsoft Office 365 and Microsoft 365 applications that have already been deployed and End Users that have already been migrated to these applications. Support for large-scale migrations/deployments is deemed out of scope.