HomeMy WebLinkAboutMicrosoft RESOLUTION 2024-614
ADOPTED DOC ID: 20421
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2024-614 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
DULY 2,2024:
RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J Krupski, Jr to execute the Volume Licensing Agreement with Microsoft
relating to the updated SQL Server; subject to the approval of the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Greg Doroski, Councilman
SECONDER:Brian O. Mealy, Councilman
AYES: Doroski, Mealy, Smith, Krupski Jr, Doherty, Evans
Microsoft-Volume Licensing
Microsoft Products and Services Agreement
This Microsoft Products and Services Agreement(the"Agreement") is entered into between Customer and
Microsoft. It includes the General Terms, the Professional Services Terms(if any),the Purchasing Account
registration (if any), Use Rights, Licensing Manual and all documents referenced within.those documents.
General Terms
These General Terms apply to all of Customer's Purchasing Accounts.Capitalized terms have the meanings given in
the"Definitions"section below.
1. Grants, rights and terms.
All rights granted under this Agreement are non-exclusive and non-transferable(except as set forth in the"License
transfers"section in the Purchasing Account registration)and apply as long as neither Customer nor any of its
Affiliates is in material breach of this Agreement.
a. Software. Upon acceptance of each order, Microsoft grants Customer a limited right to use the Software in the
quantities ordered.
(i) Use Rights. The Use Rights in effect when Customer orders Software will apply to that Software, even if
Customer chooses to use an earlier version. If the Software is covered by Software Assurance,when a new
version is released,Customer may,at its option, (1) install and use the new version under the Use Rights in
effect when the new version is released; or (2) continue to use the earlier version under the Use Rights
applicable to either the earlier version or the new version.
(ii) Temporary and perpetual licenses. ..L1cehses;�ava(iable on a subscription basis, rights to Online Services,
and most Software Assurance rights are.teniporary.F�or:all other licenses,the right to use Software becomes
only when all a licable;`a rnents forthat, ftware have been made and an applicable Software
perpetual Y PP I?.,Y;v.;a Y PP
Assurance term has expired. To o!?fain`rights for a newer version of Software through Software Assurance,
Customer must maintain continuous-'Software Assurance coverage for its licenses for that Software:Licenses
for a new version of Software`oi twined through.,,Software Assurance replace any licenses=for the earlier
version.
b. Online Services. Customer may use:tte Online Services as provided in this Agreement`-
(i)�i` Online Services Terms. The Online;Services'Terms in effect when Customer orders or renews a
asubscription toO.*an' nline Service will;apply=for. e.app e.su thlicablbscripttiion term. For Online Services that
are billed.periodically"base,'tl.on consumption,`the Online Services Terms currerit atth'e startofreach`billing
period`will apply to usage during that period
� . ,. t .
(ii)4,.F Suspaension_s,Mi�rosoft.mayasuspeMfbs�of ari Online Service during Customer's violation of the
-Acceptable Use Policy described in thebnline Services'Terms;failure to pay amounts due, or failure to
respond to a claim of alleged infringemeritAMicCasoftwilI give,6ustomer notice before suspending an
Online Service when reasonable, including 30 days' notice of a suspension for non-payment. Microsoft
may de-provision seats for Online Services that Customer has self-provisioned if Customer does not
promptly submit a reconciliation order for those seats.
c. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a
specific Product,any use rights Microsoft provides with the Fix will apply.
d. Affiliates' rights. Customer may sublicense its rights to use Products to its Affiliates, but Customer's Affiliates
may not sublicense these rights. Customer is responsible for ensuring its Affiliates' compliance with this
Agreement.Customer must notify Microsoft promptly if any Affiliate ceases to be an Affiliate of the Agreement
Administrator.
e. Restrictions. Customer must not (and is not licensed to): (1) reverse engineer, decompile or disassemble any
Product or Fix,or attempt to do so;(2)install or use non-Microsoft software or technology in any way that would
subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any
technical limitations in a Product or Fix or restrictions in Product documentation. Except as expressly permitted
in this Agreement,a Supplemental Agreement or Product documentation,Customer must not(and is not licensed
to):(1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a
Product or Fix at different times,or transfer parts of a Product or Fix separately,or(2)distribute,sublicense,rent,
lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party.
MPSA May 2016(ENG) Page 1 of 7
f. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws
and international treaties. Microsoft reserves all rights not expressly granted in this Agreement. No rights will be
granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer
any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any
other software or devices.
g. Verifying compliance for Products.
(i) Right to verify compliance. Customer must keep records relating to all use and distribution of Products
by Customer and its Affiliates. Microsoft has the right, at its expense,to verify compliance with the
Products' license terms. Customer must promptly provide any information reasonably requested by the
independent auditors retained by Microsoft in furtherance of the verification, including access to systems
running the Products and evidence of licenses for Products that Customer hosts,sublicenses, or
distributes to third parties. Customer agrees to complete Microsoft's self-audit process,which Microsoft
may request as an alternative to a third party audit.Additional details about the process are included in
the Licensing Manual.
(ii) Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of Products,then
within 30 days(1)Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5%
or more,Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire
the necessary additional licenses at 125%of the price, based on the then-current price list and customer
price level.The unlicensed use percentage is based on the total number of licenses purchased for current
use compared to actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to
another verification for at least one year. By exercising the rights and procedures described above,
Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual property by any
other legal means.
(iii) Verification process. Microsoft will;:notifyix ustomeir.;at least 30 days in advance of its intent to verify
Customers'compliance with the`Gceriseaerms for thO Products Customer and its Affiliates use or
distribute. Microsoft will enga ent auditor,which will be subject to a confidentiality
obligation.Any information coiletted4in the self-audituill be used solely for purposes of determining
compliance.This verification will tape place duringnormal business hours and in a manner that�d`oes not
unreasonably interfere with Customers operations:
2. Privacy and compliance with1dws. }
.: ._.:
a. Customei:'consents to the processinp.�gofpersonalz�.�information by Microsoft and its agents to facilitate the
subjectRiiatter of this Agreement andaiy�Supplemental Agreement.Customer will`;obtain all required consents
A '<froin-third parties (induding,Custtotner-`s>contacts;resell'ers, distributors;4dministrators;,and.employees) under
==applicable.,priva%and data,protection laws„t'efore-.proyicling personal information to Microsoft
l: Personki format on'�`�collected'under;this Agreenient`(.1).maS=be transferred,stored and processed in the
'Unite''=States-,or�ariy other°country in which,` ic�osoft=.or,,,is seivice;providers maintain facilities and(2)will be
,
subject to the privacy terms specified in the Use'.Rigltfs MicroSoEt,will abide by the requirements of European
4�
"Economic Area and Swiss data protection law regarding'the collection`, use,transfer, retention, and other
processing of personal data from the European Economic Area and Switzerland.
c. U.S.export. Products and Fixes are subject to U.S.export jurisdiction.�Customer 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 related to Microsoft products, services,and technologies.
3. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person
should understand is confidential, including Customer Data and the terms of Microsoft agreements.The Online
Services Terms may provide additional obligations for,and limitations on disclosure and use of,Customer Data.
Confidential Information does not include information that(1) becomes publicly available without a breach of this
Agreement, (2)the receiving party received lawfully from another source without a confidentiality obligation, (3)is
independently developed, or(4) is a comment or suggestion volunteered about the other party's business,
products or services.
Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's
Confidential Information only for purposes of the parties'business relationship. Neither party will disclose that
Confidential Information to third parties, except to its employees,Affiliates,contractors,advisors and consultants
("Representatives"), and then only on a need-to-know basis under nondisclosure obligations at least as protective
as this Agreement. Each party remains responsible for the use of the Confidential Information by its
MPSA May 2016(ENG) Page 2 of 7
Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the
other party.
A party may disclose the other's Confidential Information if required by law,but only after it notifies the other party
(if legally permissible)to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of its Representatives who have had access to Confidential
Information. Each party agrees that the use of information retained in Representatives'unaided memories in the
development or deployment of the parties'respective products or services does not create liability under this
Agreement or trade secret law,and each party agrees to limit what it discloses to the other accordingly.
These obligations apply(1)for Customer Data until it is deleted from the Online Services and (2)for all other
Confidential Information for a period of five years after a party receives the Confidential Information.
4. Product warranties.
a. Limited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially as described in
the applicable Product documentation for one year from the date Customer is first licensed for that
version. If it does not, and Customer notifies Microsoft within the warranty term,then Microsoft will,at its
option, (1) return the price Customer paid for the Software license or(2) repair or replace the Software.
(ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the
applicable SLA during Customer's use.Customer's remedies for breach of this warranty are in the SLA.
The remedies above are Customer's sole remedies for breach of the warranties in this section. Customer waives
any breach of warranty claims not made during the warranty period.
b. Exclusions. The warranties in this Agreemept'do>nofi:apply to problems caused by accident, abuse or use
inconsistent with this Agreement, including;;failure`to meet minimum system requirements.These warranties do
not apply to free, trial, preview, pre-release& beta products, or to components of Products that Customer is
permitted to redistribute.
c. Disclaimer. Except for the limited warranties above,,sMicrosoft provides no other warranties or=conditions
for Products and disclaims any o 40',,.express, implied or statutory warranties for Products, including
warranties of quality,title, non-infringement,merchantability and fitness for a particular purpose.
5. Defense of third party claims:"�' ;
The partes;will defend each other aga,instathefhirthyparty claims described in this section and will pay the amount
this
of ariy`r"esulting adverse,final;judgment or approved settlement,but only if the defendingparty:is promptly notified
ih writing.of>the clairn.and has.themgFitao.control:.ttie defense and any settlement;of it.The party being defended,,.
must provide,the defendingRparty with,ail requested�aYssisiaric,'information and authority.The defending party will"y'
,:teimburse;the:otiier"party for reasonable'out-6f',popeketaexpenses itincurscm providing assistance.This section
describes the parties'sole remedies and entire liability.~for`sutli`clai'rrts:;;>'.;
r
a. BY. Microsoft: Microsoft will defend Customer against any third-partyelaim to the extent it alleges that a Product
or Fix'made available by Microsoft for a fee and used within the`scope of the license granted under this
Agreement (unmodified from the form provided by Microsoft and not combined with anything else),
misappropriates a trade secret or directly infringes a patent,copyright,"trademark or other proprietary right of a
third party.If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms,it may,
at its option, either: (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate
Customer's license and refund any prepaid license fees (less depreciation on a five-year,straight-line basis) for
perpetual licenses and any amount paid for Online Services for any usage period after the termination date.
Microsoft will not be liable for any claims or damages due to Customer's continued use of a Product or Fix after
being notified to stop due to a third-party claim.
b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft against any third-
party claim to the extent it alleges that: (1) any Customer Data or non-Microsoft software hosted in an Online
Service by Microsoft on Customer's behalf misappropriates a trade secret or directly infringes a patent,copyright,
trademark, or other proprietary right of a third party; or(2) Customer's use of any Product or Fix, alone or in
combination with anything else,violates the law or harms a third party.
6. Limitation of liability.
For each Product, each party's maximum, aggregate liability to the other under this Agreement and any
Supplemental Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts
MPSA May 2016(ENG) Page 3 of 7
Customer was required to pay for the applicable Products during the term of this Agreement, subject to the
following':
a. Online Services. For Online Services, Microsoft's maximum liability to Customer for any incident giving rise to
a claim will not exceed the amount Customer paid for the Online Service during the 12 months before the
incident.
b. Free Products and distributable code. For Products provided free of charge and code that Customer is
authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited
to direct damages finally awarded up to US$5,000.
C. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential
damages, or loss of use, loss of profits,or interruption of business, however caused or on any theory of liability.
d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality
obligations (except for all liability related to Customer Data, which will remain subject to the limitations and
exclusions above);(2) defense obligations;or(3)violation of the other party's intellectual property rights.
7. Term and termination.
a. Term. This Agreement is effective until terminated by a party,as described below.
b. Termination without cause. The Agreement Administrator or Microsoft may terminate this Agreement without
cause on 60 days' notice. Termination without cause will not affect any existing orders or Supplemental
Agreements, but Customer will no longer be able to place orders, register Purchasing Accounts, or enter into
Supplemental Agreements after the effective date.vof:.termination.
4i lw`s'ny a
c. Termination for cause. If a party breaches this..AAg"reement or any Supplemental Agreement, the other party
r
may terminate the breached agreement(in1wh l`e`or in part;;Including orders)upon notice.If the breach is curable
within 30 days,then the terminating party,4must provide 30 days'notice to the breaching party and an opportunity
to cure the breach. Microsoft may terM date a Customer's right to place orders if Customer ceases to be an
Affiliate of the Agreement Administrator"
d. Effect of termination. If Customer* inates this Agreement due to a breach by Microsoft;.then
(i) For subscription-based Prod ucts3(including Online Services), Customer will receiveza"credit for any amount
s paid for a usage period after the`lermination'date.
w„(ii),;.:,-For consumption,based„Produet°s,Custorrier�-must(-,l)-pays#oreProductsteansumed as of the termination
." date and..(2)wd!"`receive a credit'for anyProduct for which it has paid but riot consumed:
(iii)" For otfier Software;Customer:.nia .`e'lft%er O;paY all,remaining amourits'due under the Agreement,in whi' '
..,:i::s,;:vw ,•':k, '.*' �:. `'
=°< =' °case''it=willyfiave perpetual rights for alhsucli"t`5oftware:ordered,.or'{2) pay only the amounts due as of the
termination,date, in which case it will have`perpetuai:a ceiise's`>for all fully-paid Software licenses and a pro
rata number of Software licenses for which partial payment has. een made. In each case, if the Software
�'licenses are covered by Software Assurance, the perpetual licenses will be for the latest version of the
Software at termination.
8. Ordering,pricing, and payment.
a. Ordering Products. To order Products under this Agreement,Customer must be a legal entity that is an
Affiliate of the Agreement Administrator and establish one or more Purchasing Accounts by executing a
Purchasing Account registration for each Purchasing Account.
b. Pricing and payment. The Partner or Microsoft Affiliate that invoices Customer will set Customer's pricing
and payment terms for that invoice. Microsoft annually reviews price levels used,as described in the Licensing
Manual.Customer will pay the amount due according to the payment terms.
c. Payment terms for Microsoft invoices. If a Microsoft Affiliate invoices Customer,Customer must pay
Microsoft according to the terms, payment methods and in the currency stated on Microsoft's invoice.The
terms of any extension of credit under this Agreement may be modified or withdrawn by Microsoft upon
notice. Microsoft may assess a finance charge on all past due amounts, payable on demand and equal to the
lesser of an annual rate of 24%and the highest amount allowed by law, applied from the first day the amount
is past due until paid in full.
d. Taxes. If any amounts are to be paid to Microsoft,the amounts owed are exclusive of any taxes, unless
specified on the invoice as tax inclusive.Customer shall pay any applicable value added, goods and services,
sales, gross receipts,or other transaction taxes,fees,charges, or surcharges, or any regulatory cost recovery
MPSA May 2016(ENG) Page 4 of 7
surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to collect
from Customer.Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is
legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer
to its Affiliates. Microsoft shall be responsible for all taxes based upon its net income, gross receipts taxes
imposed in lieu of taxes on income or profits or taxes on its property ownership.
If any taxes are required to be withheld on payments to Microsoft,Customer may deduct such taxes from the
amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides
Microsoft an official receipt for those withholdings and other documents reasonably requested to allow
Microsoft to claim a foreign tax credit or refund.Customer will ensure that any taxes withheld are minimized to
the extent possible under applicable law.
9. Miscellaneous.
a. Partners. Customer may authorize a Partner to place orders on Customer's behalf and manage Customer's
purchases by associating the Partner with a Purchasing Account. Partners and other third parties are not agents
of Microsoft and are not authorized to enter into any agreement with Customer on behalf of Microsoft.
Microsoft may pay some Partners and other third parties for their services related to Customer purchases.The
fees Microsoft pays depend upon several factors, including the number and types of licenses ordered.
b. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their
performance,subject to the terms of this Agreement.
c. Microsoft as independent contractor. The parties are independent contractors.Customer and Microsoft
each may develop products independently without using the other's Confidential Information.
d. Notices. Notices to Microsoft must be sent to the address listed on the applicable registration or
Supplemental Agreement. Notices must be in wiitirigand will be treated as delivered on the date shown on the
return receipt or on the courier or fax confirrii56on,oll`,8Avery. Microsoft may provide information to Customer
about upcoming ordering deadlines,services an, 'subscription information in electronic form,including by
email,to contacts provided by Custome"riunder the Purchasing Account registration or other documents or
sites. Emails will be treated as delivered on the transmission date.
e. Agreement not exclusive. Custom&is..free to enter into.agreements to license,use, or promote noi-
Microsoft products or services.
f. Order of precedence. In the case:of=va,cconflict betweeh any documents in this AgreemenVtiiat is not expressly
resolved'in those documents,their;terrris will control4:in the following order of descending priority:(1)these
General;Terms,(2)any Professional'5ery 6s Terms;6) any Purchasing Account registration, (4)any
Supplemental Agreement, (5)the Licensing.Manual,p(6)_the.Product Terms, (7)the,¢Online Services Terms, (8)
orders submitted underahis.Agreerrterit;'arid:{9)''any other documents m`this Agr ement--,Terms in an
_
amendmentdo`nfrgl'-over the=airrie*hded';document_and any, prior amend meni`s.concerning the same'sObject,_,-....'..
matter., F ;
Amendments. Any amendment to this Agreement"lbriany,.=Supple�tental Agreement must be executed by
both parties,except that Microsoft may Change Mh ProducfJecm's`t9 e Rights and Licensing Manual from time
to time,subject to the terms of this Agreement.Any additional or conflicting terms and conditions contained in
Custom'er's or a Partner's purchase order are expressly rejected and will not apply. Microsoft may require
Customer to sign a new agreement or an amendment to an existing agreement before processing a new order
or accepting a Purchasing Account registration.
h. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in
writing of the assignment. Any other proposed assignment of this Agreement must be approved by the non-
assigning party in writing.Assignment will not relieve the assigning party of its obligations under the assigned
Agreement.Any attempted assignment without required approval will be void.
i. Applicable law. Except as noted in any Professional Services Terms,this Agreement shall be governed by and
construed in accordance with the laws specified in the Purchasing Account registration.
j. Dispute resolution. When bringing any action arising under this Agreement or any Supplemental Agreement,
the parties agree to the following exclusive venues:
(i) If Microsoft brings the action,the venue will be where Customer has its headquarters.
(ii) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the
venue will be the state or federal courts in King County, State of Washington, U.S.A.
(iii) If Customer brings the action against a Microsoft Affiliate located in Europe,and not also against Microsoft
or a Microsoft Affiliate located outside of Europe,the venue will be Ireland.
MPSA May 2016(ENG) Page 5 of 7
The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either
party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights
or confidentiality obligations.
k. Severability. If any provision in this Agreement is held to be unenforceable,the balance of the Agreement will
remain in full force and effect.
I. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.Any waiver must be in
writing and signed by the waiving party.
m. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights.
n. Survival. All provisions survive termination of this Agreement except those requiring performance only during
the term of the Agreement.
10. Country-specific provisions.
The country-specific provisions available at the Licensing Site replace or supplement the relevant provisions of this
Agreement based on the Customer's location and in any case where the law of the jurisdictions listed in the
country-specific provisions gets applied.
11. Definitions.
"Affiliate,"unless otherwise defined in the Purchasing Account type terms, means any legal entity that a party owns,
or is owned by, or that is under common ownership with that party."Ownership"means,for purposes of this
definition,control of more than a 50% interest in an entity.
"Agreement Administrator," or a successor term, means the legal entity that manages this Agreement. By default,
the first Customer to execute this Agreement is the Agreement Administrator.
"Confidential Information"is defined in the"Confidentiality".section.
"Customer"means a legal entity that enters iritqthis"Agreement by executing a Purchasing Account registration or
Supplemental Agreement.
"Customer Data" means all data, including,.-'all-text,sound, software, image or video files that are provided to
Microsoft by,or on behalf of,Customer an',' Affiliates through use of Online Services.
"day"means a calendar day. 'p`'`3
"Fix"means a Product fix, modifications°oi'-erihancements;Wor their derivatives,that Microsoft:e'ither releases
enerail (su ab
g y;:, "rch as Product service packs}°orprovides to`Customer to address a specific issue'
"Licensing Manual" means the document that provides information about this Agreem#_ ,such as price levels and
ordering rules.The Licensing Manualsdotumentiskori th'e Licensing Site`and is updated'from,time to time.
v�eax .b.ya.
-Aicensing:Site°m'earls'l ttp_[(www:mice cifkbmili en'singLcontracts or a successor site. y
Microsoft'"°means tl e tvlicrosoft•entity'.thata,cou ite'r.'.ezecutedtilstomer,'s:Purchasing Account registration or
`StPIP
lerrienYalA reernent and its 4ffiliates(as a roV hate
"Online Services" means the Microsoft-hosted servicesadentified+,asOnlinie Services in the Product Terms.
"Onl'ine,Service`s Terms"means the additional terms that apply to Customer's use of Online Services published on
the Licensing Site and updated from time to time.
"Partner" means a company Microsoft has authorized to sell Products to Customer.
"Product"means all products identified in the Product Terms,such as all Software,Online Services and other web-
based services, including pre-release or beta versions. Product availability may vary by region.
"Product Terms" means the document that provides information about Microsoft Products and Professional
Services available through volume licensing.The Product Terms document is published on the Licensing Site and is
updated from time to time.
"Purchasing Account"means the account that Customer authorizes to manage orders and payment under this
Agreement and is established by executing a Purchasing Account registration.
"SLA" means Service Level Agreement,which specifies the minimum service level for the Online Services and is
published on the Licensing Site.
"Software" means licensed copies of Microsoft software identified on the Product Terms.Software does not include
Online Services, but Software may be part of an Online Service.
"Software Assurance" means an offering that provides new version rights for Products and other benefits, as further
described in the Product Terms and the Licensing Manual.
"Supplemental Agreement" means any agreement that incorporates this Agreement.
"use"or"run" means to copy, install, use, access, display, run or otherwise interact with.
MPSA May 2016(ENG) Page 6 of 7
"Use Rights" means the use rights or terms of service for each Product published on the Licensing Site and updated
from time to time.The Use Rights supersede the terms of any end user license agreement that accompanies a
Product.The Use Rights for Software are published by Microsoft in the Product Terms.The Use Rights for Online
Services are published in the Online Services Terms.
Professional Services Terms
These terms are part of the Agreement and apply to any consulting and support services Microsoft performs
("Professional Services").Professional Services Microsoft performs will be described in a work order or other
description of services that incorporates the Agreement(a "Statement of Services").Any computer code or
materials other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's
performance of Professional Services are considered "Services Deliverables."
a. Pre-existing work. All rights in any computer code or other written materials developed or otherwise
obtained independent of this Agreement("Pre-existing Work")will remain the sole property of the party
providing it. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to
perform obligations related to Professional Services.
b. Services Deliverables. Upon payment in full for the Professional Services, Microsoft grants Customer a non-
exclusive, non-transferable, perpetual license to reproduce, use and modify the Services Deliverables solely for
Customer's internal business purposes,subject to the terms and conditions in this Agreement.
c. Use of technical information from Professional Services. Microsoft may use any technical information it
derives from providing Professional Services for problem resolution,troubleshooting, product functionality
enhancements, Fixes,and for Microsoft's knowledge base. Microsoft agrees not to identify Customer or
disclose any of Customer's Confidential Information as part of such use.
d. Professional Services warranty. Microsoft.warra-nf§:,'ihat.it will perform Professional Services with.
professional care and skill. If Microsoft failseto`doso`'aiidCustomer notifies Microsoft within 90 days of the date
the Professional Services were performed;;#lied `Microsokt ill, at its discretion and as Customer's sole remedy
for the breach of the warranty,either refperform the Professional Services or return the price Customer paid for
them.This warranty is subject to the"exclusions"and"disclaimer'terms of the Warranties section in
the General Terms. ;;; ;
e. Professional Services limitation of3li6bility.,The totaFliability of each party for Prof essional,�Services under
this Agreement and any Supplemental=Agreement th'at•incorporates its terms is limited toj;di ect damages up to
the amount Customer was required tgrpay under^the;'applicable Statement of Services.ilb the case of services
pYrovided:.ftee of charge, or code Customer is authorized to'redistribute to third parties without separate
payme t to Microsoft Microsoft's lialaili islirrited,to.d rect. arr)a es up to U.S::$5,000.This limitation of
dial it y is subject,t the"Exclusions"and"'Exceptions"terms in"the General>Terms:f
Gomplianceµwitf%laws:.Microsoft`arid;Customerwill"each.comply with.,alJ$applicable laws and regulations:`„`r,,
However,. "Cr
sanot responsible.for corrrpliance'with,any laws oi' e� gulations applicable to Customer or
Customer"s industry that are"not also generallyrappljcable to'information technology services providers.
g. ProfessionahServices termination. If Customer'fe'rminates a'Siatement of Services as a result of a breach by
Microsoft;Customer must pay all amounts due under the Statement of Services as of the termination date.
Upon Microsoft's receipt of payment for the Professional Services, Customer's interests in the Services
Deliverables will vest. Microsoft has no obligation to continue to provide Professional Services if Customer fails
to make timely payment for the Professional Services.
h. Applicable law and dispute resolution for Professional Services. The terms of each Statement of Services
will be governed by and construed in accordance with the law of the jurisdiction where the Microsoft Affiliate
delivering the Professional Services is organized. If Customer brings an action to enforce a Statement of
Services,the venue will lie where the Microsoft Affiliate delivering the services has its headquarters.
i. Certain terms. Services Deliverables are deemed "Products"for purposes of all rights and obligations in the
sections of the General Terms titled "Affiliates' rights," "Restrictions,""Reservation of rights,""Privacy and
Compliance with Laws," "Defense of third party claims"and "Taxes."The parties may agree to change any of the
terms in this"Professional Services Terms"section in a Statement of Services.
MPSA May 2016(ENG) Page 7 of 7
Microsoft Volume Licensing
Microsoft Products & Services Agreement Registration
Microsoft Products&Services Agreement(MPSA) Number: 4100147811
Version: 2016May
Agreement Language: English
Agreement Administrator Purchasing Account Number.0005973684
Customer Legal Entity Name:Town of Southold
By executing this registration, Customer registers the following Purchasing Account(s)under the Agreement and accepts
the terms of the Agreement.Capitalized terms used but not defined in this registration have the definitions in the
Agreement.To register a Purchasing Account, Customer must be a legal entity and Affiliate of the Agreement
Administrator.
By providing contact information,Customer consents to(1)the use of such information for purposes of administering
purchases under the Agreement and any Supplemental Agreement by Microsoft, its Affiliates, and other parties that help
administer the Agreement and (2) disclosure of information related to Customer's Agreement to the contact(s)identified.
Each party will notify the other if any of the contact information changes.
Purchasing Accounts
Customer registers a Purchasing Account to manage orders of Products under the Agreement.Customer can register
itself as the Purchasing Account or identify a business,unitvtithih,Customer's organization that will manage orders and
payment for the Customer. In either case the Custdri eridehtMed.on the signature form for this registration is the legal
entity for the Agreement.
Purchasing Account name:Town of Southold'"'11_J "
Purchasing Account number: '"0005973684 =y:
Purchasing Account type: %' ;;.Government =;
:r;+.
Address: t',,53095 MaintRtix
City: Southold
State/Province: =Yo`rk'
Kb .ch,
°:-Postal code:`3` 71971= 5 9
<,.. .;Country/Region.; ..a�.,..�„�. , ... .. Unifetl4Sf6tes;
Within City Limits: Yes
PuF'chasir'g Account contact This is an individual within Customer's organization who will serve as the main contact
and administrator for the Purchasing Account and who will receive contractual notices from Microsoft.Customer
authorizes this individual to establish the Purchasing Account's electronic identity which is required for online
administrator access to the Microsoft Business Center.This contact's access to the Microsoft Business Center is used for
purposes of managing agreements and Products associated with this Purchasing Account,and granting online access
and permissions to others as needed to support managing the Purchasing Account.
First and last name Lloyd Reisenberg
Email address Lloyd.Reisenberg@town.southold.ny.us
Phone number 6317651891
Preferred language English
Anniversary month:July
Customer may align the subscription term for a Product to this anniversary month.
Eligible for Government Community Cloud:Yes
Cloud Deployment Model:Government Community Cloud
MPSA Purchase Account Registration May 2016(ENG) Page 1 of 3
MicrosoftUM
Volume Licensing
The Government Community Cloud(GCC) is a way to store government data in a segregated community cloud.Only
Government customers in the United States are eligible to use Government Community Cloud Services(defined
below),which store Customer Data in the GCC.
Important: By electing to store its data in the GCC and use Government Community Cloud Services, Customer certifies
that it is a member of the Community(defined below) and agrees to use Government Community Cloud Services
solely in its capacity as a member of the Community and,for eligible Government Community Cloud Services,for the
benefit of end users that are members of the Community. If Customer is(1) not a member of the Community,(2)fails
to maintain the conditions of membership in the Community,or(3)uses Government Community Cloud Services to
provide services to non-Community members,Customer understands that Microsoft may terminate Customer's
license(s)to use the Government Community Cloud Services without notice. If Microsoft terminates Customer's
license(s)to use the Government Community Cloud Services, Microsoft will retain any Customer Data in accordance
with the data retention policy described in the Online Services Terms. Customer is solely responsible for ensuring that
it is and remains eligible to store its data in the GCC and use Government Community Cloud Services.
"Community"means the community consisting of one or more of the following: (1) a Government, (2) a Customer
using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of
the Community,or(3)a Customer with Customer Data that is subject to Government regulations for which Customer
determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet
Customer's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion,which may
vary by Government Community Cloud Service.
"Federal Agency"means a bureau,office, agency, department or other entity of the United States Government.
"Government"means a Federal Agency, State/Local Entity,,or Tribal Entity acting in its governmental capacity.
"Government Community Cloud Services"meanszMicr'osblt'bnline Services that are provisioned in Microsoft's multi-
tenant data centers for exclusive use by or foi tI!Hb"Conimunity and offered in accordance with the National Institute of
Standards and Technology(NIST) Special,Publication 800-14i:,;Microsoft Online Services that are Government
Community Cloud Services are designatedas-such in the UseRights.
"State/Local Entity" means(1) any agenc'%(,>state or local government in the United States,or(2)any United States
county, borough,commonwealth,city,municipality,town,township, special purpose district,or other similar type of
governmental instrumentality established' laws of Customer's state and located within Customer's state's
jurisdiction and geographic boundaries:; .;
'Triballi- i y'means a federally-recodikbdaribal entity-'-`performing tribal governmental functions and eligible for
furl!#_nci_66nd services from the U.S. DepaftNent ofdhtefior by virtue of its status as an Indian`tribe.
License transfers. Lic,64,4ransfers are;`riot permitted,except that Customer may transfer onlyfatly,-paid,perpetual
licenses,to(1)``ar Affiliate or,(2);a thirclpaity;;=so[ely in',,connection with the transfer:ofhardware or employees fo`whom. ri
`the licenses have beef assr ned to the f ird party;as part;ofy{a) a divestiture ofi.al('or part of an Affiliate or(b) a merger
;:invofvirig;;Customer or°an Affiliate:Upon such transfer;-Customer:-anditsgA
Ai'ates must uninstall and discontinue using
.the licensed Product and render any copies unusable.,Jhe Liicensing.-Manual describes the requirements for license
transfers. Attempted license transfers that do not comply with this Agreement are void.
Appfi it Law:This Agreement will be governed by and construed in accordance with the laws of Customer's state,
without regard to conflict of laws principles.The 1980 United Nations Convention on Contracts for the International
Sale of Goods and its related instruments will not apply to this Agreement.
Government Customer Affiliate Definition.With regard to Customer, "Affiliate"means any eligible entity, as defined in
the applicable Microsoft Government Eligibility Definition located at the Licensing Site,that:
a. is a government agency, department,office, instrumentality,division, unit or other entity of the state or
local government that is supervised by or is part of Customer,or that supervises Customer or of which
Customer is a part,or that is under common supervision with Customer;
b. is a county, borough,commonwealth,city, municipality,town,township, parish, special purpose district,or
other similar type of governmental instrumentality established by the laws of Customer's state or local
jurisdiction and is located within Customer's state or local jurisdiction and geographic boundaries;
c. is in Customer's state or local jurisdiction that is expressly authorized by the laws of Customer's state or
local jurisdiction to purchase under state or local government contracts; provided that a state and its
Affiliates shall not,for purposes of this definition, be considered to be Affiliates of the federal government
and its Affiliate;or d. has legislative authority to control or supervise Customer.
Government Pricing. In addition to the pricing terms above,Customer may qualify for government pricing.To qualify
for government pricing,Customer and its Affiliates must satisfy the applicable Microsoft Government Eligibility
MPSA Purchase Account Registration May 2016(ENG) Page 2 of 3
® Microsoft Volume Licensing
Definition located at the Licensing Site. Microsoft reserves the right to verify Customer's and its Affiliates'eligibility for
government pricing at any time and suspend the Agreement if such eligibility requirements are not met.
Termination for non-appropriation of funds. In addition to the rights granted in the"Term and Termination"section of
this Agreement, Customer may terminate this Agreement without liability, penalty or further obligation to make
payments(other than payments for outstanding invoices or for Products ordered but for which Customer has not yet
been invoiced) if funds to make payments under the Agreement are not appropriated or allocated for such purpose.If
Customer terminates the Agreement for non-appropriation of funds,or Microsoft terminates for non-payment due to
non-appropriation of funds,then the following applies:
a. For subscription-based Products(including Online Services),Customer may use the Products for the period
for which Customer has paid,even if such period extends beyond the termination date.
b. For other Software Products,Customer may either(1) pay all remaining amounts due under the
Agreement,in which case it will have perpetual rights for all Products ordered or(2)pay only the amounts
due as of the termination date, in which case it will have perpetual licenses for all fully-paid Products and a
pro rata number of perpetual licenses for Products for which it has partially paid. In each case, if Software
Assurance coverage applies,the perpetual licenses Customer receives will be for the version of Products
ordered as of the date the Software Assurance coverage expires.
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.'F n =3:.- ..,,`Ifi,«.jt�w ;r•:`� ,('�«,j::u'Y��i�.`_. '.`.y.e -'�.jFt 4 V. .L.r,"£,•5�
+"+;w:�•�tiYli; '::tit ,-„',.�,-.
MPSA Purchase Account Registration May 2016(ENG) Page 3 of 3
Microsoft Volume Licensing
Purchasing Account registration signature
By signing below, Customer acknowledges that it has received, read and understands all contract documents
identified in the Purchasing Account registration, including the Microsoft Products and Services Agreement, any
amendments, and all documents incorporated by reference (collectively, the "Agreement"), and accepts the terms
and conditions set forth in all such documents. The Agreement will take effect upon acceptance by Microsoft.
Customer must be a legal entity that is an Affiliate of the Agreement Administrator to execute a Purchasing Account
registration.
The Agreement Administrator and Purchasing Account contacts will receive an acceptance notification from
Microsoft confirming the effective date of this Agreement.When Customer is associating a Purchasing Account with
an Affiliate's Microsoft Products and Services Agreement, it must obtain a copy of that agreement from its Affiliate if
not presented as part of this registration.
Customer
Customer Legal Entity Name: Town of Southold
Country/Region: United States
Address: 53095 Main Rd
City: Southold
State/Province: New York
Postal Code: 11971-0959= "!
Phone number: . . „"`A
a ,9s�aj F
Within City Limits: Yes
Customer Signatory
h :a
Printed first and last name: Lloyd l2eisenberg
Job titley,
4.
Rho e.:niimber.
" "Email address:` ='` ,,�io ciReisentierg@towriaouthold.ny.us
9 sPreferred_langua `@ x": ? ;',' , y:.,, k
9 EnglisFi ;
"
Authorized-Customer Signature:
Authorized Customer Signature Date:
Microsoft Affiliate
Affiliate: Microsoft Corporation
Printed first and last name: Joshua Farlow
Authorized Microsoft Affiliate signature: Joshua Farlow
Microsoft Affiliate signature date: 2024-06-27 1 08:22 PT
MPSA Signature May 2016(ENG) Pagel of 2
Microsoft Volume Licensing
Effective date: This agreement is effective on date all signatories have signed the agreement.
When this agreement is executed by Microsoft, Customer will receive a copy.
Microsoft Corporation
Dept.551,Volume Licensing
6100 Neil Road,Suite 210
Reno, Nevada 89511-1137 United States
Partner
Customer has selected the following Partner for the Purchasing Account(s)identified in this registration. Partner will
assist Customer with managing the Agreement and place orders on behalf of Customer under the Agreement.
Entity Name: CDW Logistics LLC.Attn: Rita Aguire
Account Number: 0005005797
Street address: 200 North Milwaukee Aver .-i,,.;i,;;'�;,;
City: Vernon Hills °r _ yay,? -_
State/Province: Illinois r
Postal Code: 60061
Country: United Statesf. 4 yr:4.
`
Phone number: 847-465-6000#- " { Li:`N
;'Ef`�t" :>i"' .i'i+i ✓:,' �r .;:�{:"..�'.':"ir:-,r,,..�.>..:,.x.:,....w..c•..�:,s'�•:>;.,._ ,• ,�•
r:,==First and last name: } =Angelo,Cappefta
Plione'riumber
,:'.'4�, ,.-•• ..,..• •...,.iY?3.s.: �:tic5'
=Email°address. angelo.cappetta@g;com
Preferred language: English F.
Job title:" Account Representative
MPSA Signature May 2016(ENG) Page 2 of 2
COVER FOR DO UMENTSC6A
Sent ToJEET
ICA �u� C -
Sent By: TOWN ATTORNEY, PAUL M. DECHANCE
DEPUTY T/A, JACK SQUICCIARINI
ASSISTANT T/A, JULIE M. MCGIVNEY
ASSISTANT T/A, BENJAMIN JOHNSON
CONFIDENTIAL SECRETARY, AMY SCHLACHTER_,,/U
RECEIVED
Type Of Agreement: �J �'
AUG - 6 2024
Nature Of Contract/Agreement SIDul"Old Town Clerk