Agreement with the Customer
as the end-user of Microsoft software
This document, the Agreement with the Customer as the end-user of Microsoft software (hereinafter the "Agreement"), regulates the use of Microsoft software, which may include related software, data storage, printed materials, and electronic or web documentation (collectively and separately referred to as "Products") provided to the Customer by the Contractor. The Contractor is not the owner of the Products, so nothing in this Agreement means that the Contractor has received the right to transfer (alienate) within the meaning of article 31 of the Law of Ukraine "On copyright and related rights" and article 1113 of the Civil Code of Ukraine proprietary copyrights to the Products, as well as the right to own or dispose or possess, or the right to sell or alienate in another way the Products as objects of proprietary intellectual property rights (copyrights) that belongs to Microsoft. The right to use the Products by the Customer is subject to the terms of the Public Agreement (offer) for the provision of temporary paid use of the virtual infrastructure of the Tucha virtual infrastructure (hereinafter the Public Agreement) and shall be used, interpreted and performed by the Customer in accordance with the following terms set out below, which the Contractor may not change.
1. TERMS AND DEFINITIONS
Client Software — is software installed on Devices that allows Device to access and use the Products.
Device — is any computer, workstation, terminal, desktop computer, pager, phone, pocket computer, smartphone, server, or other hardware on which can be installed software that the Customer can use to interact with the Product.
Customer — is an individual or legal entity that purchases Software Services directly from the Contractor or indirectly through a Reseller who distributes the Software Services.
Secondary Distributed Software means the software described in Section 4 ("Use of Secondary Distributed Software") below.
Software Services — are services provided by the Contractor to the Customer that serve to access, display, launch the Products, or otherwise interact directly or indirectly with the Products. The Contractor shall provide these services from the data processing center(s) via the Internet, telephone, or its own network on a rental basis, by subscription, or as separate services, regardless of whether the Contractor receives remuneration for this. Software Services include any services that involve directly configuring the Product on any Customer Device for the Customer interaction with the Product.
2. OWNERSHIP OF THE PRODUCTS
The Products are licensed to the Contractor by an affiliate of Microsoft Corporation (collectively, "Microsoft"). Microsoft products are protected by copyright and other intellectual property rights. The products (and their component elements, including, but not limited to, all images, photos, animations, video and audio recordings, music, text, and "applets" included in the Products) are owned by Microsoft and its suppliers. The Customer does not have the right to remove, modify, or hide copyright, trademark, or other proprietary notices contained in or on the Products. The products are protected by copyright laws and relevant international treaties, as well as other intellectual property laws and treaties. Customer's possession, access, or use of the Products does not give the Customer any proprietary rights on the Products or other intellectual property rights.
3. USE OF THE CLIENT SOFTWARE
The Customer has the right to use the Client Software installed on the Customer's Devices only in accordance with the public agreement, the terms of this Agreement, and only in connection with the software services provided to the Customer by the Contractor. The terms of this Agreement completely and unconditionally replace the terms of any License agreements with Microsoft users that may be provided electronically during the customer's configuration and/or use of the Client Software.
4. USE OF SECONDARY DISTRIBUTED SOFTWARE
In connection with the Software Services provided to the Customer by the Contractor, the Customer may have access to certain tools and software code of "samples", "secondary distributed files" and (or) software development tool packages (together and separately - "Secondary Distributed Software"). The Customer may not use, copy and/or install the Secondary Distributed Software only in accordance with the terms of the Public Agreement and this Agreement.
The Customer may not create copies of the Products, but the Customer may (a) create one copy of the Client software on Customer's Device as expressly permitted by Contractor, and (b) create copies of certain Secondary Distributed Software in accordance with Section 4 ("Use of Secondary Distributed Software"). The Customer shall delete or destroy all Client Software and/or Secondary Distributed Software upon ending or termination of the Public contract, upon receipt of notification from the Contractor, or upon transfer of the Customer's Device to another individual or legal entity, whichever occurs first. Copying of any printed materials supplied with the Products is prohibited.
6. RESTRICTIONS ON TECHNOLOGY DISCLOSURE, DECOMPILATION, AND DISASSEMBLY
The Customer may not study the technology, decompile, or disassemble the Products, except and only to the extent that such actions are specifically permitted by the law that applies despite this restriction.
7. PROHIBITION ON LEASING
The Customer may not rent, lease, pledge, or directly or indirectly transfer or distribute the Products to any third party, or allow any third party to access and/or use the features of the Products, except for the sole purpose of accessing the features of the Products in the form of Software Services in accordance with the terms of this Agreement and the Public Agreement.
Without detriment to any other rights, the Contractor may terminate the Customer's rights to use the Products if the Customer violates the terms of this Agreement. In case of cancellation or expiration of the Customer's Public Agreement or cancellation or expiration of the Contractor's Agreement with Microsoft under which the Products are licensed, the Customer shall stop using and/or accessing the Products and destroy all copies of the Products and all parts within 30 (thirty) days after the corresponding cancellation or expiration.
9. ABSENCE OF GUARANTEES, OBLIGATIONS, OR COMPENSATION FROM MICROSOFT
Microsoft declares rejection, to the extent permitted by applicable law, from the warranties and any liability of Microsoft and its suppliers for any damages or losses (direct, indirect, or consequential) arising out of the use of the Software Services. All warranties and liability for damages are provided solely by the Contractor, to the extent specified in the Public Agreement, but not by Microsoft, its affiliates, or its subsidiaries.
10. PRODUCT SUPPORT
Any support for the Software Services is provided to the Customer by the Contractor (to the extent specified in the Public Agreement) or by a third party on behalf of the Contractor, and is not provided by Microsoft, its affiliates, or its subsidiaries.
11. ABSENCE OF FAULT TOLERANCE
The Products are not fault-tolerant; error-free or trouble-free operation of the Products is not guaranteed. The Customer shall not use the Products for any purpose or under any circumstances if the failure of the Product(s) may result in death or injury to the health of any person or cause serious physical or environmental harm ("Use in hazardous conditions").
12. EXPORT RESTRICTIONS
The Products are subject to the USA Export Laws. The Contractor undertakes to comply with all applicable laws, including the rules of the United States Export Administration (U.S. Export Administration Regulations), International rules on the arms trade, as well as restrictions on end users, methods and regions of product use that exist in the United States and other countries. For more information, see the website http://www.microsoft.com/exporting/.
13. LIABILITY FOR VIOLATIONS
In addition to any other obligations that the Customer has to the Contractor, the Customer also agrees to be legally liable directly to Microsoft for any violation of the terms of this Agreement.
14. DISCLOSURE OF INFORMATION
The Customer allows the Contractor to disclose any information requested by Microsoft under the Public Agreement. Microsoft will be considered a third-party beneficiary of the Public Agreement, which has the right to enforce the Public Agreement and verify observance of terms by the Customer.
The Parties agree that in providing the Customer with access to the Products under this Agreement, the Parties will be guided by this Agreement and the Public Agreement.