Home /Legal /ZeaCloud Microsoft Licensing End User Agreement
1. Esconet Technologies Limited (CIN: L62099DL2012PLC233739) hereinafter referred to as “Esconet”; a company registered in India under the Companies Act, 2013, having its registered office at D-147, Okhla Industrial Area, Phase - 1, New Delhi 110020 is engaged in the business of manufacturing and reselling Computer Hardware, Software and other related Information Technology products and services.
2. Zeacloud Services Private Limited (CIN: U72900UP2022PTC163967) hereinafter referred to as “ZeaCloud”; a company registered in India under the Companies Act, 2013, having its registered office at A-9, Sector 10, Noida (UP) 201301 which, since 5th day of September 2023 is a wholly owned subsidiary of Esconet Technologies Limited and engaged in the business of providing cloud services including but not Limited to Software as a Service (Saas), Infrastructure as a Service (Iaas), Platform as a Service (PaaS), and other related Information Technologies products and services.
3. Esconet has shown to ZeaCloud and ZeaCloud confirms that it has fully perused the Microsoft Services Provider License Agreement (“SPLA”) entered between Esconet and Microsoft and as of the effective date identified on the signature form (the “Effective Date”). The agreement consists of (1) this SPLA, (2) the signature form, (3) the Microsoft Business Agreement or Microsoft Business and Services Agreement, as applicable (“Master Agreement”), and (4) the Services Provider Use Rights, or a successor document identified by Microsoft ("SPUR") (collectively, the “Agreement”).
4. This agreement is deemed to be wholly accepted by all customers of ZeaCloud who are licensed to use Microsoft Products provided by ZeaCloud under Microsoft Service Provider License Agreement (SPLA). The SPLA has been signed between ZeaCloud’s parent company Esconet and Microsoft.
5. Microsoft Software licenses are provided under the “Services Provider License Agreement” (SPLA) between Microsoft and Esconet Technologies Limited, the parent company of Zeacloud Services Private Limited. ZeaCloud will report to Esconet the total number of licenses required for each Microsoft Product used during the preceding calendar month and bill the “End User” as per the Price Schedule (plus any applicable taxes). Payment terms are as agreed as mentioned in the contract submitted.
6. This Agreement is not limited by a tenure and will continue on a month-to-month basis until expressly terminated in writing. Either party may terminate this Agreement at the end of a month by giving at least forty-five (45) days’ written notice of its intention to do so. The termination of this agreement will concomitantly terminate all the inherent End User’s rights to use the Microsoft Products.
a. The End User WILL NOT remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Microsoft Products;
b. The End User WILL NOT reverse engineer, decompile, or disassemble the Microsoft Products, except to the extent that such activity is expressly permitted by applicable law;
c. The End User Acknowledges And Agrees That Microsoft Disclaims, To The Maximum Extent Permitted By Applicable Law, Any And All Warranties With Respect To The Microsoft Products, Including Without Limitation Any Warranties Or Merchantability Or Of Fitness For A Particular Purpose, And That Neither Microsoft Nor Its Suppliers Shall Have Any Liability For Any Damages, Whether Direct, Indirect Or Consequential, Arising From The Provisions Of Access To The Microsoft Products By Zeacloud;
d. Zeacloud, Will Only Provide Technical Support Services To The End User And Not Microsoft Or Its Suppliers;
e. End user WILL STRICTLY NOT engage in any unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of any Microsoft Products, or otherwise engage in the infringement of or interference with Microsoft’s intellectual property rights;
f. The End User agrees that ZeaCloud may, at the request of Microsoft, disclose to Microsoft available information regarding the End User reasonably required by Microsoft to maintain records concerning the licensing of its products including, without limitation, End User’s name and address, the number of licenses or user ID’s issued, and the number of servers, computers or devices on which the Microsoft Products are installed;
g. No High Risk Use. Microsoft claims that its Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. The End User may not use the Microsoft Products in any application or situation where the Microsoft Product(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, but are not limited to: 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 utilization of Microsoft Products 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. End User agrees to fully indemnify and hold harmless Microsoft and ZeaCloud from any and all liabilities and expenses whatsoever (including without limitation reasonable attorney’s fees) incurred in connection with any third-party claim(s) arising out of End Users’ use of the Microsoft Products in connection with any intended unintended High Risk Use.
In addition to the terms and conditions set forth in this Agreement, use of the Microsoft Products, including any Client Software (software that is installed on End User’s own servers, computers or other devices for End User’s own use) or Redistribution Software (software that is provided without separate payment as a sample or for redistribution, software development or other purposes), is subject to the terms and conditions set forth in Microsoft’s End User License Terms elucidated hereinafter (including the relevant portions of Microsoft’s Service Provider Use Rights document), which terms and conditions are attached and constitute part of this Agreement. In the event of a conflict and or dispute whatsoever, the terms and conditions set forth in Microsoft’s End User License Terms shall supersede over the terms and conditions set forth in this Agreement. End User is solely responsible to ZeaCloud for any unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of Client Software and/or Redistribution Software by End User.
If Microsoft and/or ZeaCloud has/have reason to believe in good faith that End User is not complying partially and or wholly with the End User License Terms or any other applicable terms of use, End User is bound to cooperate fully in all manner in good faith with Microsoft and/or ZeaCloud to investigate and remedy the non-compliance and or any aberration.
Within 30 days of the termination of this Agreement, End User shall take the following steps and provide ZeaCloud with written certification of the completion of such steps:
a. Completely Remove all copies of Client Software and/or Redistribution Software from the End User’s servers, computers and other devices or otherwise render the Microsoft Products permanently unusable; and
b. Return or destroy all copies of Client Software and Redistribution Software that it received.
End User agrees to indemnify and hold ZeaCloud fully harmless against and from any and all liabilities and expenses whatsoever (including without limitation reasonable attorney’s fees and any surcharges, penalties, damages or other sums payable to Microsoft) which are incurred by ZeaCloud as the result of:
a. End User’s unauthorized manufacture, copying, reproduction, distribution, installation, access, modification or use of any Microsoft Products (including without limitation any piracy or counterfeiting of software or other infringement of or interference with Microsoft’s intellectual property rights);
b. End Users’ failure to stop using, return or comply with other instructions concerning the Microsoft Products following notice from Microsoft or ZeaCloud that the Microsoft Products in question may be the subject of an infringement claim; or
c. End User’s violation of Microsoft’s End User License Terms or any other Microsoft terms of use that End User has been made aware of or has reason to know of.
Initial pricing for products is as set forth in the proposal, estimate or similar document provided by ZeaCloud. All prices are monthly recurring costs (MRC) in Indian Rupees or US Dollars whatsoever is lawfully applicable.
In the event of any dispute/issue related to compliance/non-compliance arising from this Agreement between the parties, it is agreed that a fair attempt shall be made by the parties to settle it amicably. If an amicable settlement and or resolution is not reached within thirty days of bringing dispute in the knowledge of the other party by the aggrieved party the matter will be Arbitrated by Microsoft and or its affiliates which shall be binding to both the parties. For all other issues appropriate Court in the NCT of Delhi shall have jurisdiction to hear/resolve and grant relief.
End User License Terms – Terms & Conditions Regarding Use Of Microsoft Software
This document governs the use of Microsoft software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by Zeacloud. (hereinafter referred to as “ZeaCloud”) to an End User (“You”).
ZeaCloud does not own the products and the use thereof is subject to certain rights and limitations of which ZeaCloud must inform you. Your right to use the Products is subject to the terms of your agreement with ZeaCloud, and to your understanding of, compliance with, and unrestrained consent to the following terms and conditions, which ZeaCloud does not have authority to vary, alter, scuttle, obliterate or amend.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product.
“End User” means an individual or legal entity that obtains Software Services directly from ZeaCloud, or indirectly through a Software Services Reseller.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that ZeaCloud provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. ZeaCloud must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not ZeaCloud receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
The Products are licensed to ZeaCloud from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
You may use the Client Software installed on your Devices only in accordance with your agreement with ZeaCloud and the terms under this document, and only in connection with the Software Services, provided to you by ZeaCloud. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
In connection with the Software Services provided to you by ZeaCloud, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in strict accordance with the terns of your agreement with ZeaCloud and this document.
You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by ZeaCloud; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with ZeaCloud, upon notice from ZeaCloud or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and ZeaCloud.
Without prejudice to any other rights, ZeaCloud may terminate your rights to use the Products if you fail to strictly comply with these terms and conditions. In the event of termination or cancellation of your agreement with ZeaCloud or ZeaCloud’ agreement with Microsoft under which the Products are licensed, you must forthwith stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with ZeaCloud.
Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers, in particular ZeaCloud here for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any specifically committed in writing warranties and liabilities are provided solely by ZeaCloud and not by Microsoft, and or its affiliates or subsidiaries.
Any specifically committed in writing support for the Software Services is provided to you by ZeaCloud or a third party on ZeaCloud’ behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
Microsoft expressly claims that its Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
The Products are subject to U.S. export jurisdiction. ZeaCloud and its End Users must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
In addition to any liability ZeaCloud, and its End Users agree that they will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
You the End User must permit ZeaCloud to disclose any information requested by Microsoft under ZeaCloud’ Agreement. Microsoft will be an intended third-party beneficiary of your agreement with ZeaCloud, with the right to enforce provisions of your agreement with ZeaCloud and to verify your compliance.
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