Cloud Management Portal for Microsoft Azure Terms of Service
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:
- upload, post, e-mail or otherwise transmit any Services Content to the Portal or Services that contains software viruses, malware, corrupted data or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Portal’s infrastructure or limits the functionality of any of our or third party computer hardware, software, networks, or hardware or telecommunications equipment;
- interfere with or disrupt the Portal or servers or networks connected to the Portal, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” the Portal or disobeying any requirements, procedures, policies or regulations of networks connected to the Portal;
- use manual or automated software, devices, scripts, robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Portal;
- use bots or other automated methods to access the Portal or the Services, add or download contacts, send or redirect messages, or perform other activities through LinkedIn or other social media and other websites, unless explicitly permitted by us;
- access, via automated or manual means or processes, the Portal or the Services for purposes of monitoring the Portal’s or the Services’ availability, performance or functionality for any competitive purpose;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Portal or the Services;
- attempt to or actually override any security component included in or underlying the Portal or Services; or
- intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with the Portal and the Services.
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.
- Of Portal User Accounts by New Signature. If you (i) violate these Terms; or (ii) use the Portal and Services in a manner that New Signature reasonably believes will cause it liability or violates any applicable law, then we may promptly suspend or terminate your account.
- Security Emergencies. If there is a Security Emergency, then we may automatically suspend your use of the Portal and Services. We will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Portal and Services that do or could disrupt the Portal and Services, other Portal User’s use of the Portal and Services, or the infrastructure used to provide the Portal and Services; and (ii) unauthorized third-party access to the Portal and Services.
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.
- Applicable Law. As mentioned above, these Terms and any action related thereto or related to the Portal and Services will be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement.
- Entire Terms. These Terms and any other legal notices, policies and guidelines of New Signature linked to these Terms constitute the entire agreement between you and New Signature relating to the subject matter hereof and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on this Portal.
- No Agency; Third Party Beneficiary. New Signature is not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of New Signature, you, and Microsoft.
- Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
- Severability. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
- No Waiver. New Signature will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by New Signature. No delay or omission by New Signature in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. New Signature’s failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of New Signature’s right to subsequently enforce such provision or any other provisions of these Terms.
- Headings. The headings used in these Terms are included for convenience only and have no legal or contractual effect and will not affect the construction or interpretation of these Terms.
- Events Outside of Our Control. We have absolutely no liability to you if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of New Signature or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.