The Parties Own Their Intellectual Property. Each party retains the intellectual property owned by, or licensed to, them. To perform, and use, the Services the parties each grant to the other a limited license to use and distribute that intellectual property only as strictly necessary to provide or use the Service. Other than as set out in the prior sentence, or in this MSA, neither party grants to the other, and neither shall have, any right, title, claim or interest in, or to, the other party’s intellectual property, or that which is licensed to any party, nor will a party decompile, dissemble, or reverse engineer the other party’s intellectual property, or that which is licensed to a party. Suggestions provided to us used by us to improve the Service are our intellectual property. You shall be granted a non-exclusive right to access and use the Software provided by Microsoft, however, Microsoft retain all rights and ownership in such Software.
Non-Perpetual Use: Upon termination of this MSA, it is your responsibility to ensure that you configure technical aspects of your business, such as mail, WHOIS, and items outside of our control, to ensure that those items are directed away from us. We have no responsibility to maintain backups following termination (including as regards Hosted Personal Data), nor to forward email to another provider or to point DNS for your domain names away from us. For the avoidance of doubt, upon termination (or account suspension), your right to access and use the Software, terminates immediately and automatically upon such termination or suspension.
No Transfer or Resale: Neither you, nor any End Users, may remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Services or products used to provide the Services. We, or an entity acting on our behalf, will provide the support, if any, expressly set out in this MSA for products and software licensed by Microsoft. Any license provided to you is provided with “Restricted Rights” applicable to private and public licensees, including restrictions on use (including the restriction on reselling, sublicensing, renting, leasing or otherwise transferring the Software or associated rights to any third party), duplication or disclosure by the U.S. Government as set forth in this MSA and as provided in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.
No Bring Your Own License (BYOL): Unless otherwise agreed in writing with us, you are strictly forbidden from attempting to use your own volume licenses (e.g., Enterprise Agreement, Select, Open licenses) on any shared or dedicated infrastructure provided by us.
No Hosting on Other Clouds: You cannot use the Microsoft Software / license to run your applications, services, or related data on any third-party public cloud infrastructure (e.g., AWS, Google Cloud Platform, or similar designated platforms).
Usage Tracking: You acknowledge and agree that we are required to track, monitor, and report your software usage for mandatory monthly submission to Microsoft.
Audit Cooperation: By entering into this MSA, you agree to fully cooperate with and provide all necessary access and information for any license audit conducted by us or by Microsoft.
Right to Suspend/Terminate: We reserve the right to immediately suspend or terminate the service if you are fouund to be in violation of this MSA.
Mandatory Destruction: Upon service termination, you must immediately cease all use of the software and destroy any copies of the Software (including any client software or associated documentation) installed on their local devices or networks.
Indemnification: You must indemnify, defend, and hold us harmless from and against any and all claims, fines, penalties, damages, costs, or liabilities resulting directly or indirectly from your violation of this MSA.
Retroactive Billing: If you; (i) install any non-licensed software product; (ii) exceed licensed capacity; or (iii) add users requiring mandatory licenses (such as RDS User CALs), we reserve the right to immediately charge the card on your account, for the applicable licensing fees, backdated to the period the non-compliance began.
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