Rapid change can bring real opportunity. The modern data center is ready to keep pace with your business—and set you up for tomorrow’s innovations—by eliminating silos, reducing complexity, and leveraging data and applications to transform operations and fuel business growth.
Embracing cloud-based operating models can help organizations realize big business benefits. Aligning capacity and demand can deliver operational efficiencies, greater agility, and lower cost structures—and be a business game changer.
MASTER CUSTOMER AGREEMENT
THIS MASTER CUSTOMER AGREEMENT (“Agreement”) is executed and effective upon quote signature or issuance of Purchase Order, for the associated service, by the duly authorized representatives.
Subject to Customer’s compliance with this Agreement, MSP hereby grants Customer a non-transferable, nonexclusive, revocable, limited, and restricted license to access and use the Cloud Services for Customer’s own internal business purposes only in a manner pursuant to this Agreement for the Term unless earlier terminated. MSP shall use commercially reasonable efforts to make the Cloud Services available to Customer in accordance with the service levels attached hereto as Exhibit A during the Term unless earlier terminated. Customer may install and use the Cloud Services on any of Customer’s compatible endpoint devices up to the maximum number of permitted Authorized Users and storage limit per Authorized User set forth in the MSP Services Order Form.
The Cloud Services and any authorized copies thereof made by Customer are the intellectual property of and are owned by MSP, its Affiliates and their licensors, and constitute the Confidential Information of MSP. MSP and its Affiliates retain title to and ownership of all right, title and interest in the Cloud Services and the Documentation, including all intellectual property and other proprietary rights therein, subject to the applicable limited licenses expressly granted by MSP to Customer in Section 2. Customer does not have any right, title, or interest in the Cloud Services or the Documentation.
EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 3(B), GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND CUSTOMER’S MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE CLOUD SERVICES, OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUSIONS SET FORTH IN THE PRECEDING SENTENCE, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY CUSTOMER FOR THE CLOUD SERVICES FOR THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
No claim against MSP may be brought more than one year after the facts giving rise to such claim have arisen. The limitations of liability and exclusions of damages in this Section 9 form an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in this Agreement is found to have failed its essential purpose.
During the Term, MSP shall maintain, at its expense, workers’ compensation insurance as required by applicable law, and commercial general liability insurance, errors and omissions liability insurance, cyber security insurance, and umbrella liability insurance from financially sound insurance companies having coverages and limits of liability that are commercially reasonable and consistent with industry standards.
Additional terms applicable to Customers purchasing directly from MSP are set forth on Exhibit B and are hereby incorporated into this Agreement.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. This Agreement shall not be governed by the conflict of law rules of any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. If any action is pursued to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs and any other relief to which such party may be entitled.
Service Level Objective (SLO)
Cloud Services Availability
The Cloud Services will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance as described below.
Category 1 – Scheduled Maintenance.
Category 2 – Unscheduled Maintenance. Unscheduled maintenance may be required to resolve issues that are critical for Customer and/or performance of the Cloud Services. MSP will use its commercially reasonable efforts to notify Customer at least six (6) hours prior to the unscheduled maintenance.
Additional Terms Applicable to Customers