Microsoft 365 Accounts
Published: June 1, 2023
Effective: June 1, 2023
- USE OF SERVICE. Customer shall use the Service in accordance with all applicable laws, rules and regulations, including the Microsoft Services Agreement (https://www.microsoft.com/en-us/servicesagreement). Logical Net grants to Customer a personal, limited, non-transferable, revocable, non-exclusive license to use the Service during the applicable Term solely for the Customer’s own use in accordance with these Terms. Customer shall not copy, modify or redistribute the Service, create or recreate the source code for the Service, re-engineer, decompile, disassemble nor attempt in any way disable, deactivate or render ineffective the password protection in the Service. If Microsoft requires Customer to accept additional terms of Service (including “Click-Thru” or “Shrink-Wrap” terms) in order to utilize the full functionality of the Service, Customer agrees to comply with any such additional terms required for use of the Service. Logical Net is not responsible for the configuration of, or internal equipment for Customer’s personal computer that may be necessary to make Customer’s computer or system compatible with the Service.
- RESTRICTIONS ON USE. Customer agrees not to resell the Service, and Customer (and its employees, agents or others with access through Customer to the Service) will abide by any reasonable use policies promulgated by Logical Net. Without limiting the generality of the previous sentence, Customer will not use the Service to provide, or allow to be provided, content that is illegal in the United States (e.g. child pornography, pirated software, etc.) and will not engage in distributing, nor allow to be distributed, bulk unsolicited email or newsgroup posts (“spam”).
- PRICING. Customer must pre-pay for a year of Service (the “Initial Term”). Logical Net reserves the right at any time to increase the price charged to Customer if the price charged to Logical Net by its suppliers of the Service increase. Upon expiration of the Initial Term, the Softrware will be extended for additional one-year periods, provided that Customer promptly pays Logical Net’s yearly invoices for additional one-year terms.
- TAXES AND SURCHARGES: The Service may be subject to a combination of federal, state and local taxes or surcharges. Logical Net may add line items to Customer’s yearly invoice for specific applicable local, state and federal taxes that it collects and remits to governmental entities in connection with the Service.
- Termination: Logical Net can terminate the Service for cause at any time, if (a) Customer is in Payment Default or (b) Logical Net determines that Customer has violated a material provision of these Terms; or (c) Logical Net determines that Customer has resold or redistributed the Service or otherwise transferred the Service in violation of these Terms (each a termination “For Customer’s Breach”).
- WARRANTY AND LIMITATIONS. LOGICAL NET PROVIDES THE SERVICE ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICE IS AT ITS OWN RISK. LOGICAL NET DOES NOT MAKE AND EXPLICITLY DISCLAIMS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LOGICAL NET DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS. THE PRECEDING DISCLAIMERS INCLUDE AN EXPRESS ACKNOWLEDGMENT BY CUSTOMER THAT, AMONG OTHER THINGS, LOGICAL NET DOES NOT MAKE ANY PROMISE TO CUSTOMER THAT: (1) THE SERVICE IS FIT TO BE SOLD; (2) THE SERVICE IS FREE FROM DEFECTS; (3) THE SERVICE WILL PERFORM IN ANY SPECIFIC MANNER, AT A PARTICULAR SPEED, OR TO ANY PARTICULAR STANDARD; (4) THE SERVICE WILL MEET ANY PARTICULAR LEVEL OF SECURITY, RELIABILITY OR COMPLIANCE, OR (5) THE SERVICE CAN BE USED FOR A SPECIFIC PURPOSE.
- LIMITATION OF LIABILITY. NEITHER PARTY (NOR LOGICAL NET’S SUPPLIERS) WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE, OR FOR ANY LOST REVENUES, LOST PROFITS OR LOSS OF BUSINESS OR POTENTIAL BUSINESS OR DATA OR SERVICES, LOSS OF GOODWILL, OR WORK STOPPAGE OF THE OTHER PARTY, IN EACH CASE WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE BY SUCH PARTY. IN NO EVENT WILL LOGICAL NET OR ITS SUPPLIER’S CUMULATIVE LIABILITY EXCEED AN AGGREGATE OF $100.00. IN ADDITION AND NOT IN LIMITATION OF ANY OTHER DISCLAIMER OR LIMITATION OF LIABILITY CONTAINED IN THESE TERMS , LOGICAL NET AND ITS SUPPLIERS WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES, EXPENSES OR COSTS THAT CUSTOMER SUFFERS AS A RESULT OF ITS USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO: (I) ANY INTERRUPTION OR FAILURE OF THE SERVICE; (II) THE DOWNLOADING OR USE OF ANY INFORMATION, DATA, SOFTWARE OR MATERIALS OBTAINED VIA THE SERVICE OR FROM THE INTERNET; (III) ANY FAILURE TO COMPLETE A TRANSACTION ON THE INTERNET OR WHILE USING THE SERVICE; (IV) ANY LOSS OF EMAIL, BACKUP OR DATA; (V) ANY INTERRUPTION OR FAILURE OF A THIRD PARTY’S SERVICES, SOFTWARE, EQUIPMENT OR NETWORK; (VI) ANY UNAUTHORIZED USE OF, OR MODIFICATION TO, THE SERVICE OR THE COMBINATION OF THE SERVICE WITH OTHER SERVICES OR PRODUCTS; (VII) VIRUSES, WORMS, TROJAN HORSES OR OTHER NOXIOUS DATA OR SOFTWARE; (VIII) FAILURE OF DATA STORAGE, SERVER ACCESS OR EMAIL INCLUDING, BUT NOT LIMITED TO, SENDING OR RECEIVING EMAILS, BLACKLISTING, SPOOFING AND OTHER FAILURES OF SERVICE DUE TO SIMILAR ACTIONS OF CUSTOMER OR OTHER LOGICAL NET CUSTOMERS; OR (IX) ANY UNAUTHORIZED ACCESS, ALTERATION, THEFT OR DESTRUCTION TO CUSTOMER’S DATA, PERSONAL INFORMATION, COMPUTERS, NETWORK, PHONE SYSTEM, EMAIL SYSTEMS, DATA BACKUP SYSTEMS, SERVERS OR VIRTUAL SERVERS, PROGRAMS OR WEBSITES. CUSTOMER ACKNOWLEDGES AND AGREES THAT LOGICAL NET’S SOLE LIABILITY WITH RESPECT TO THE SERVICE SHALL BE AS SET FORTH ABOVE. CUSTOMER ACKNOWLEDGES THAT LOGICAL NET HAS RESOLD THE SERVICE AND HAS SET ITS PRICES IN PART IN RELIANCE ON THESE LIABILITY AND REMEDY LIMITS, AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CUSTOMER MUST BRING ANY CLAIM RELATING TO THE SERVICE WITHIN SIXTY (60) DAYS AFTER ANY TERMINATION OR EXPIRATION OF THE SERVICE, AND CUSTOMER WAIVES ANY CLAIMS ARISING AFTER SUCH SIXTY (60) DAY TIME PERIOD.
- INDEMNIFICATION. Customer hereby agrees to defend, indemnify and hold Logical Net, its affiliates, directors, officers, employees and contractors harmless from any and all third party claims, liabilities, losses, damages, expenses, or causes of action, including, without limitation, reasonable legal fees and expenses (collectively, “Losses”) arising from or in connection with: (i) Customer’s resale or redistribution of the Service, to any end-user via any method; (ii) Customer’s illegal use of, or any misuse of the Service in violation of these Terms or any additional terms associated with the Service, laws, rules or regulations (including any and all such illegal use or misuse by Customer’s employees, agents, and contractors); (iii) bodily injuries (including death) to any person, damage to any property, real or personal (public or private) occurring on Customer’s premises unless caused by Logical Net; (iv) and any gross negligence or willful misconduct of Customer.
- Copyright, Trademark & Unauthorized Use. All software, information, documents and materials on Logical Net’s website(s) or provided to Customer in connection with the Service offered hereunder are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “Marks”) of Logical Net and/or its suppliers are and shall remain the exclusive property of Logical Net and/or its suppliers and nothing in this Agreement shall grant Customer the right or license to use any of such Marks. Customer shall not remove, erase, tamper with or fail to preserve any copyright, trademark, or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Service.
- GENERAL PROVISIONS.
- Force Majeure. Logical Net will not be liable for any performance delay or failure, loss, or damage due to fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, acts of God, acts, omissions, or failures of carriers, communications services, acts of regulatory or governmental authorities, unforeseen circumstances or other causes beyond Logical Net’s reasonable control.
- Governing Law. This Agreement is governed under the laws of the State of New York.
- Notices. All Notices to Customer must be sent to the facsimile number, email address or physical address listed on the Order, or to any contact information subsequently provided to Logical Net in writing. Customer consents to receiving all notices hereunder through electronic means. All notices to Logical Net must be in writing and must be sent to Logical Net Corporation, ATTN: Billing Department, 2345 Maxon Road Ext., Schenectady, New York 12308 or by email to firstname.lastname@example.org.
- Arbitration: Any disputes arising from the interpretation of or performance of this Agreement or any attachments hereto must be submitted for binding, expedited arbitration in Schenectady County, New York, before a single arbitrator agreed upon by the parties. If the parties cannot agree, the arbitrator will be selected by JAMS, the AAA or another dispute resolution organization that the parties agree on. In the event that the parties still fail to agree, the arbitrator shall be selected by JAMS. Such arbitration shall be in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Notwithstanding, the arbitrator must schedule a pre-arbitration hearing (“Hearing”) to resolve procedural matters, arrange for the exchange of information, obtain stipulations and narrow issues. The arbitrator’s ruling at the Hearing shall be final and binding on all parties.
- Survival: Any accrued rights to payment, any remedies, and all sections of these Terms that by their nature would survive including without limitation, indemnification, remedies, warranty disclaimers and limits of liability, shall survive any expiration or termination of this Agreement.
- Severability: If any provision of these Terms is held to be invalid or unenforceable under any circumstances, it shall be enforced to the maximum extent permissible so as to affect the intent of the parties and its application in any other circumstances and the remaining provisions of these Terms shall not be affected.
- Waiver. The failure of either party at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by either party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by either party.
- Personal Abuse: Personal threats, sexual harassment, racial slurs, profanity and vulgarities of any sort directed toward Logical Net’s personnel are a violation and grounds for termination of the Service .