Microsoft Addendum

Microsoft Addendum

This MICROSOFT SOFTWARE ADDENDUM  (“MICROSOFT ADDENDUM”) outlines the procedures and standards to be taken by any CUSTOMER from ALLITHOST’s SYSTEMS, SERVICES, SOFTWARES, EQUIPMENT and/or PRODUCTS (“PRODUCTS”) when using MICROSOFT CORP. licensed PRODUCTS, SOFTWARES or REGISTERED TRADEMARKS as part of CUSTOMER’s use of the PRODUCTS as result of any AGREEMENT or ADDENDUM to an AGREEMENT, properly defined, on its specifics, in a SERVICE ORDER or STATEMENT OF WORK, or any other documents to be mutually approved by ALLITHOST and the CUSTOMER.

As such, this MICROSOFT ADDENDUM becomes part of any AGREEMENT or ADDENDUM to an AGREEMENT, which calls it, in the recitals or provisions, as ancillary document.

As a result, CUSTOMER and ALLITHOST agree the following:

If CUSTOMER will make use of any MICROSOFT SOFTWARE on, or with the PRODUCTS provided by ALLITHOST, and such MICROSOFT SOFTWARE was not relicensed to the CUSTOMER by ALLITHOST, under the terms established in this MICROSOFT ADDENDUM and Microsoft Service Provider License Agreement (“SPLA”), then CUSTOMER shall represent and warrant that CUSTOMER holds a written license agreement that permits the use of such MICROSOFT SOFTWARE in conjunction with the PRODUCTS.

While utilizing the PRODUCTS, CUSTOMER’s rights and obligations relating to the software licensed by Microsoft to CUSTOMER are identical to those imposed to the CUSTOMER under any AGREEMENT or ADDENDUM to an AGREEMENT, as if the CUSTOMER was utilizing Microsoft software relicensed to CUSTOMER by ALLITHOST under the Microsoft SPLA.

CUSTOMER agrees to provide ALLITHOST with evidence of such licensing as ALLITHOST may reasonably require prior to the commencement, delivery or deployment of any PRODUCTS, and from time to time as necessary to update the status of that license.

If CUSTOMER fails to provide such required evidence of licensing ALLITHOST may, at its sole option, either:

(i)              suspend the provision of PRODUCTS, or any services attached to the PRODUCTS, that were to include such Microsoft software until the evidence is provided,

(ii)             provide the PRODUCTS, or any services attached to the PRODUCTS, in reliance on ALLITHOST’s licensing agreement with the vendor, and charge the CUSTOMER its standard fee for the use of the Microsoft software until such time as that given required evidence is finally provided, or

(iii)            suspend or terminate the AGREEMENT for breach.

If CUSTOMER wishes to exercise License Mobility through Software Assurance rights, CUSTOMER must execute the Mobility Verification Form located at http://www.microsoft.com/licensing/software-assurance/license-mobility.aspx or at any successor site, and submit it to Microsoft for verification within ten (10) days of CUSTOMER’s deployment of such Microsoft software.

Licenses under the License Mobility through Software Assurance program must remain on ALLITHOST’s shared servers within a single data center, or on CUSTOMER’s own data center, for no less than ninety (90) days.

CUSTOMER may not reassign a particular license within ninety (90) days of the last assignment.

CUSTOMER must cooperate with ALLITHOST in the event that Microsoft requests ALLITHOST’s participation in an audit of the software services.

CUSTOMER agrees that ALLITHOST can provide Microsoft with:

a)     the number of Windows Virtual Machine instances provided to CUSTOMER by ALLITHOST,

b)     a list of the Microsoft software products which run in such Windows Virtual Machine instances and

c)      all copies of CUSTOMER’s validated Mobility Verification Forms.

If Microsoft determines that CUSTOMER is non-compliant with the program requirements for License Mobility through Software Assurance and CUSTOMER does not cure the non-compliance within a time period specified by Microsoft, then ALLITHOST may terminate, without fault, this Agreement, the provision of any PRODUCTS, or any services attached to the PRODUCTS, to the CUSTOMER, or both.