Effective Date: June 15, 2017
Please read the following carefully.
1. Application of these Terms
These Terms apply to users of the Services (our customers) that have an Azure Agreement with Microsoft Corp. or Microsoft Canada Inc. (collectively, “Microsoft”) and want to better manage their Azure billing and usage through the use of this Portal. Using this Portal can help provide you with a summary of your Azure cloud usage, for example: your number of virtual machines and recent spending and spending trends. You may also be able to use the Portal to view additional operational services from us, including monitoring, patching and remediation services. The Terms and any other policies or guidelines governing the Portal and the Services are subject to change by us at any time in our sole discretion. Any changes will be effective upon the posting of the revisions by us to these Terms on the Portal. Your use of the Portal and the Services will be subject to the most current version of the Terms posted on the Portal at the time of such use. Your continued use of this Portal and the Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of the Portal and the Services. You also understand and agree that we may amend, alter, suspend or discontinue any aspect of the Portal, or the Services at any time, including the availability of any Portal or Services’ features, content, functionality or aspect in our sole discretion, without notice to you.
2. Registration Information
The Portal and Services contain text, graphics, software, analytics and tools, trade-marks, trade-names, logos, brand features, icons and other materials (“New Signature Content”) that we own and make available to you. The Portal and Services also contains third party text, graphics, photos, software, trade-marks, trade-names, logos, brands, icons and other materials (“Third Party Content”) that is owned or provided by Microsoft (the “New Signature Content” and the “Third Party Content” is collectively, “Content”). We make no representations, warranties or conditions regarding such Content. Inclusion of information or materials from third parties on this Portal does not mean, unless expressly stated otherwise, that we endorse or agree with such information or materials. You understand that you have no proprietary rights in the Content and that we and Microsoft retain all proprietary right, title or interest, including copyright, in our respective Content. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any commercial purpose other than the limited business purposes described on the Portal, without our prior written consent or consent from Microsoft. You may download Content from the Portal and the Services and may use the Portal and the Services for your normal business use only, provided you keep intact all copyright and other proprietary notices. The Content, its organization, design, compilation, advertising and all other material on the Portal and the Services, including without limitation, the “look and feel” of this Portal and the Services, is protected under applicable copyright and other proprietary (including but not limited to intellectual property) rights, including national and international intellectual property laws and is the property of us and Microsoft. The Portal, the Content and the Services are copyrighted works of ours and we reserve all rights in and to the Portal, the Content and the Services. The copying, rearrangement, redistribution, modification, use or publication by you, directly or indirectly, of any such matters or any part of the Portal or the Services is strictly prohibited. You also agree not to access all or any part of the Portal or Services in order to build a product or service that competes with the Services and except with our permission, you will not additionally license, sell, rent, lease, transfer, assign, or otherwise commercially exploit, or otherwise make the Services available to any third party except as provided herein.
4. Services Content
When you use our Services and the Portal, you provide us with content. We call all the data that you upload to our Portal and Services “Services Content” and we fully acknowledge that your Services Content is yours - owned by you or your third party licensors. We need your permission to do things like hosting your Services Content, backing it up, using it to manage your use of the Services and sharing it on the Portal to fulfill your requests and use the Services. For example, our Dashboard feature will allow you look at spending trends or split up your Azure bill into representative areas in your company. These and other features may require our systems to access, analyze, store and scan your Services Content. We may also use your Services Content to analyze patterns, identify trends, improve our Services and offer and deliver to you additional Services. You give us permission to do those things, and this permission extends to trusted third parties whom we work with.
5. Your Responsibilities
You are entirely responsible for any Services Content that you make available to us via the Portal and Services and you hereby represent and warrant that by providing any Services Content to us: (i) you have all necessary legal rights and authority to provide such Services Content to us; (ii) our use of the Services Content as described in these Terms and as contemplated on the Portal will not violate any applicable laws; and (iii) our use of the Services Content in connection with the provision of Services to you will not violate the rights of any third parties. Although we have no obligation to screen, edit or monitor any of the Services Content posted to or distributed through any Services or Portal or otherwise review your Services Content for compliance with these Terms, we may remove, screen or edit without notice any Services Content posted or stored on the Portal at any time and for any reason. You are solely responsible for creating backup copies of and replacing any Services Content you post or store on the Portal at your sole cost and expense. We have absolutely no responsibility for the Services Content that other Portal Users post, make available and share via the Services. While we will endeavour to treat all Services Content as confidential, we cannot guarantee the confidentiality of your Services Content and you share it with us entirely at your own risk.
6. Payment Terms
After your 60 Day trial period you will be billed in accordance with the terms set forth in the CMP Billing Agreement. Invoices will be for the month in advance and payment is due upon receipt. Access to the portal is free for customers who either assign DPOR for all Azure subscriptions (with subsequent approval by Microsoft) or who license Azure directly from New Signature via the CSP program.
8. Use of the Portal and Services
We expect that you will access and use the Portal and the Services in a respectful and responsible manner in accordance with applicable laws. You will use this Portal and the Services for lawful purposes only and you will not use the Portal or the Services to:
You're free to stop using our Portal and Services at any time. We may also suspend or end your access to our Portal and Services at any time at our discretion and without notice if, for example, you're not complying with these Terms, or use the Portal and Services in a manner that would cause us legal liability, disrupt the Services or disrupt other Portal Users use of the Portal and Services. We may terminate and delete your account if you haven't accessed our Portal and Services for six (6) consecutive months. We'll of course provide you with notice via the email address associated with your account before we do so.
12. Effects of Termination
If your rights are terminated by us under any circumstances: (i) your right to use the Portal and Services will immediately cease, except as set forth in this section; (ii) we may provide you with access to your account at then-current fees so that you may export your Services Content; and (iii) after a commercially reasonable period of time, we shall delete any Services Content relating to your account. The following sections will survive expiration or termination of these Terms: 3-8 and 11-15.
EVERYTHING ON THE PORTAL, INCLUDING THE SERVICES, THE SERVICES CONTENT AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE. YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NEW SIGNATURE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY OR APPROPRIATENESS OF THE PORTAL, THE SERVICES, THE SERVICES CONTENT OR THE CONTENT OR THEIR USEFULNESS FOR YOUR PURPOSES. FOR GREATER CLARITY, NEW SIGNATURE DOES NOT REPRESENT OR WARRANT THAT (I) THE PORTAL, SERVICES, SERVICES CONTENT OR CONTENT WILL BE UNINTERRUPTED, CONFIDENTIAL, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY OR OTHERWISE DELIVER ANY COMMERCIAL GAIN FOR YOU; (II) ANY DEFECTS IN THE PORTAL, SERVICES, SERVICES CONTENT OR CONTENT WILL BE CORRECTED, OR THAT THIS PORTAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE USE OF THE PORTAL, SERVICES, SERVICES CONTENT OR CONTENT WILL BE TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES, SERVICES CONTENT OR CONTENT OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, BENEFICIAL OR RELIABLE; OR (V) THE QUALITY OF ANY SERVICES, SERVICES CONTENT OR CONTENT OBTAINED BY YOU THROUGH YOUR USE OF THE PORTAL WILL MEET YOUR EXPECTATIONS. THE SERVICES, SERVICES CONTENT OR CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND NEW SIGNATURE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL NEW SIGNATURE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, MICROSOFT, AGENTS OR ADVISORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF INCOME, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC LOSS ARISING FROM: (I) YOUR USE OR INABILITY TO USE THE PORTAL, SERVICES, SERVICES CONTENT OR CONTENT OBTAINED THROUGH THE PORTAL OR ANY WEBSITE TO WHICH YOU HYPERLINK FROM THE PORTAL; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE SERVICES, CONTENT, SERVICES CONTENT OR THE PORTAL VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT OR PRIVACY RIGHT; (III) ANY FAILURE OF PERFORMANCE OF THE PORTAL, SERVICES, SERVICES CONTENT OR CONTENT, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, SECURITY BREACH, DATA BREACH, COMPUTER VIRUSES OR LINE FAILURE; (IV) ANY DAMAGES ARISING FROM COMMUNICATIONS OR TRANSACTIONS WITH OTHER PORTAL USERS OF THE PORTAL, WHETHER THROUGH THE SERVICES, SERVICES CONTENT OR OTHERWISE, OR (V) ANY OTHER MATTERS RELATING TO THIS PORTAL, SERVICES, SERVICES CONTENT OR CONTENT, BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT SUCH NEW SIGNATURE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. NEW SIGNATURE EXPRESSLY DISCLAIMS ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT NEW SIGNATURE’S AGGREGATE LIABILITY HEREUNDER FOR ALL CLAIMS RELATING TO THE SERVICES, SERVICES CONTENT OR CONTENT OR OTHERWISE UNDER THESE TERMS SHALL BE LIMITED TO DIRECT DAMAGES ONLY, NOT TO EXCEED $CDN500. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree at all times to indemnify, defend and hold harmless New Signature, its affiliates, licensors, Microsoft, service providers, employees, contractors, agents, directors, officers, successors and assigns (collectively, the “Indemnified Parties”) from and against any claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from (i) your use or misuse of the Portal, the Services, Services Content or Content that you post to, submit or transmit through the Portal or the Services; or (ii) your violation of these Terms or misuse of the Services.
Effective Date: June 15, 2017
1. What & Why
What personal information do we collect and how do we use it? We may collect personal information from you when you voluntarily provide it to us through a number of features available via the Applications and Services. We will only use the personal information that we collect for the purposes for which it was collected. These purposes include:
Accounts. Depending on the type of account that you set up with us, we collect, and associate with your account certain contact information which may include personal information such as your name, email address, phone number, mobile number and physical address.
Services. When you use our Services, we collect, store and process your Microsoft Azure Usage information received from Microsoft.
Contact Information. If you contact one of our service representatives through our Application, by e-mail or by some other means we may ask you for personal information such as your name, address, phone number, or e-mail address so that we can respond to your query.
2. How and why do we gather personal information through automatic means?
Usage. We collect information from and about the devices you use to access the Application. This includes things like IP addresses, the type of browser and device you use, the web page(s) you visited before coming to our Application, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Application. Operational Data. When you use our Applications and Services, we collect, store and process operational data, such as website traffic information and device information. We use this data to help you get maximum use from our Services and improve your user experience and security. Cookies and other technologies. We use cookie technology, browser local storage, beacons and other similar devices on the Application to enhance functionality and navigation for our visitors. Information tracked through these mechanisms includes, but is not limited to: (i) your IP address; (ii) your email address; (iii) the type of browser and operating system being used; (iv) the pages of the Application a Application User visits; and (v) other sites an Application User visited before visiting this Application. If you wish to disable cookies or local storage, refer to your browser help menu to learn how to disable cookies. Please note that if you disable cookies, you may be unable to access some customized features on the Application. Internet tags, graphic tags and similar web beacon type functions allow us to count the number of Application Users who have visited a particular web page or to access certain cookies. We may use web beacons on the Application to count Application Users and to recognize Application Users by accessing our cookies. Being able to access our cookies allows us to personalize the Application and improve your experience. We may also include web beacons in HTML-formatted e-mail messages that we send to determine which e-mail messages were opened. Like cookies, web beacons do not collect or contain your personal information.
3. To whom do we disclose personal information?
We may disclose personal information to:
Legal Requirements. We reserve the right to disclose any personal information as needed if such information is requested by law enforcement agencies that possess warrants or if we are requested to do so by law, regulation, court order, or by a government entity. We may also disclose your personal information to third parties if we have reason to believe that disclosing such information is necessary to: (i) conduct investigations of possible breaches of law; (ii) cooperate in any legal investigation; (iii) identify, contact, or bring legal action against someone who may be violating our Terms of Service; or (iv) to protect our rights, privacy, safety or property. We may also disclose your information to third parties if we determine that such disclosure is reasonably necessary to (a) comply with the law; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of New Signature or our Application Users; or (d) protect New Signature's property rights. Acquisitions. We reserve the right to transfer any personal information that we have about you if we sell or transfer all or a portion of our business or assets to a third party. Additional Purposes.a Lastly, we may disclose your personal information for any other purpose to which you consent. However, we will not sell your personal information to advertisers or other third-parties.
5. How we protect your personal information
The security of your personal information is important to us. We maintain administrative, technical and physical safeguards (appropriate to the sensitivity of such information) designed to protect against unauthorized use, disclosure or access of the personal information we collect via the Applications and Services. We have a team dedicated to keeping your personal information secure and testing for vulnerabilities. We also continue to work on features to keep your personal information safe by developing and implementing appropriate security features.
Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we are committed to protecting your personal information, we cannot ensure or warrant the security of any information you provide to us. All third parties that obtain personal information from us (e.g. service providers that perform functions on our behalf) are contractually required to protect your confidentiality and personal information in a manner consistent with this policy, and/or as required by law.
To provide you with the Services, we may store, process and transmit personal information in locations around the world - including in the United States, whose data protection laws may differ from the jurisdiction in which you live. Personal information may also be stored locally on the devices that you use to access the Applications and Services. As a result, this personal information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions according to laws in those jurisdictions. Subject to applicable laws in such other jurisdictions, we will use reasonable efforts to ensure that appropriate protections are in place to require the data processor in that country to maintain protections on the personal information that are equivalent to those that apply in the country in which you live.
7. Electronic Communications
We'll retain personal information you store on our Application for as long as we need it to provide you the Services and to fulfill the purposes for which it was disclosed in accordance with New Signature's retention policy. If you delete your account, we'll also delete this personal information. Please note, however, that: (1) the deletion of your personal information will only be completed once we have fulfilled our operational requirements; (2) there will be latency in deleting this personal information from back-up storage; and (2) we may retain this personal information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.
11. How to contact us