Master Services Agreement
This Master Services Agreement, including the Schedules, SOWs, and Addenda attached hereto or executed hereunder (altogether, the “MSA”) is entered into by and between Triumph Technology Solutions LLC., a Pennsylvania LLC, with its principal place of business at 1700 Market St, Suite 105, Philadelphia, PA 19103 (“Triumph Tech”), and _______________________ (“Client”), (each a “Party” and collectively the “Parties”).
The capitalized words used herein this MSA will have the meanings ascribed to them in Schedule 1 attached hereto this MSA.
3. Billing and Payment
4. Term & Termination
5. Representations and Warranties
Client and Triumph Tech represent and warrant to each other that such Party has the power, authority, and legal right to enter into and to perform such Party’s obligations under this MSA. Client represents and warrants that Client and its End Users, as applicable, own or have the right to use all data, Client Data, Confidential Information and Intellectual Property transmitted by or used in connection with the Services.
NOTWITHSTANDING ANY COMMUNICATIONS BETWEEN TRIUMPH TECH AND CLIENT, EXCEPT AS EXPRESSLY STATED IN THIS MSA, NEITHER TRIUMPH TECH NOR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, SUB-CONTRACTORS, OR LICENSORS MAKE ANY WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, COMPLETELY SECURE, ERROR-FREE, NON-INTERRUPTION, OR NON-INTERFERENCE. EXCEPT AS EXPRESSLY STATED IN THIS MSA, THE SERVICES AND SYSTEMS PROVIDED UNDER OR ASSOCIATED WITH THIS MSA, INCLUDING THIRD PARTY PRODUCTS OR EQUIPMENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EACH OF THESE DISCLAIMERS SHALL APPLY UNLESS PROHIBITED BY APPLICABLE LAW. TRIUMPH TECH IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS LIABILITY FOR THE PERFORMANCE OR QUALITY OF ANY THIRD PARTY VENDOR, THEIR THIRD PARTY PRODUCTS OR THEIR SUPPLIERS, AND THEIR FAILURE WILL NOT AFFECT CLIENT’S OBLIGATIONS TO TRIUMPH TECH. CLIENT’S USE OF THE SERVICES SHALL BE AT ITS OWN RISK AND CLIENT AGREES TO SEEK REDRESS AGAINST THE THIRD PARTY VENDOR IN CONNECTION WITH ANY GRIEVANCES OR CLAIMS.
8. Limitation of Liability
9. Confidential Information.
Each Party agrees: (a) to hold the Confidential Information of the other Party in strict confidence using the same standard of care that such party uses to protect its own confidential information, but no less than reasonable care, and (b) not to use or disclose the Confidential Information of the other Party to any third party, other than as necessary to provide the Services, as permitted by the Policies, or as required by applicable law, court order, or regulation. In the event that a Party is required by applicable law, court order, or regulation to disclose the other Party’s Confidential Information, such Party shall, unless prohibited by law, provide the other Party a reasonable opportunity to obtain, at the other Party’s expense, a protective order. Triumph Tech shall have the right and license to use residuals, where “residuals” means ideas or know-how in non-tangible form that may be retained in the unaided memories of representatives of Triumph Tech.
10. Intellectual Property
In order to permit Triumph Tech to provide the Services, Client shall obtain and maintain all rights, consents, and approvals required to grant Triumph Tech and its agents the right to access, use, and modify any data, content, equipment, and Intellectual Property utilized by Client and its End Users in connection with the Services. Unless expressly stated in this MSA, neither Party shall (a) have any right, title, claims, or interest in or to the other party’s Intellectual Property, (b) use, copy, modify, or translate any of the other Party’s Intellectual Property or related documentation, (c) decompile, disassemble, or reverse engineer any of the other Party’s Intellectual Property, (d) distribute or authorize a third party to distribute any of the other Party’s Intellectual Property, or (e) remove, alter, or obscure any trademark, service mark, logo or other proprietary notices incorporated in or accompanying the Services. To the extent that any Third Party Products are included or incorporated in the Services, Client agrees that it shall only use such Third Party Products in conjunction with the Services and according to the applicable schedule. All trademarks and other Intellectual Property rights associated with or attached to a Third Party Product belongs solely to the relevant Third Party Vendor and are subject to license from such Third Party Vendor to be incorporated into the Services. Nothing herein grants to Client any right, title, or interest in or to a Third Party Vendor’s Intellectual Property. Triumph Tech retains all rights that are not expressly granted in this MSA to Client. Client may choose to, but is not required to, provide comments or suggestions or related data to Triumph Tech regarding possible improvements to the operation, functionality, or use of the Services, and inventions, product improvements, modifications, or developments made by Triumph Tech, if any, shall be the exclusive property of Triumph Tech.
11. Compliance with Laws
Each Party shall obtain and maintain all permits and licenses required by applicable law or regulations for the provision or use, as applicable, of the Services. Each Party shall comply with all applicable law and regulations in connection with this MSA and, in the case of Client, in its and its End Users’ use of the Services, including all applicable export control, data protection, Intellectual Property, consumer protection laws and regulations, and is generally not considered materially objectionable in the Internet community. Client shall be responsible for all acts and omissions of its End Users. Client agrees that: (i) violating applicable export control laws may include selling products or services that may be legal to sell in the United States, but illegal to export, and (ii) neither Client nor its End Users may use the Services to provide services to individuals or entities with which citizens of the United States may not do business. Client represents and warrants that it has provided Triumph Tech at all times during the term of this MSA with written notice of all data security and privacy laws, regulations and other legal requirements (including industry-specific laws, regulations, and requirements) applicable to Client Data or End Users’ data or information (including personally identifiable information) that may be processed (as defined in the applicable data security or privacy laws, regulations or legal requirements) by Triumph Tech or its employees, affiliates, agents or subcontractors in connection with the provision of the Services. So long as Client is in compliance with the foregoing, if, during the term of the MSA, Client notifies Triumph Tech of any change in law determined to be binding upon Client that results in Triumph Tech’s provision of the Services or Client’s use of the Services being in violation of the applicable law or regulation, Triumph Tech shall be permitted to suspend the affected Services, and the Parties agree to negotiate in good faith to modify the Services in a manner designed to comply with the applicable law or regulation. Client acknowledges that such modification to the Services may result in additional fees to Client. Client shall use reasonable security precautions in connection with its use of the Services, including encrypting any sensitive information (such as nonpublic personal information and protected health information) transmitted by or used in connection with the Services, and require its End Users to use reasonable security precautions. Client and its End Users are responsible for the security of customer credit card numbers and related information to which Client or its End Users may have access as a result of conducting electronic commerce transactions in connection with the Services.
12. Protected Health Information
If Client uses, transmits, or otherwise handles any information related to an individual’s past, present, or future physical or mental health condition, any treatment for that condition, and any payment for that treatment which information identifies the individual or could reasonably be used to identify the individual (such information referred to as “Protected Health Information” or “PHI”), then Client will: (a) inform Triumph Tech in writing of Client’s intended use of the Services for PHI, (b) comply with all requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing rules and regulations, (c) comply with all requirements of the Health Information Technology for Economic and Clinical Health Act, codified at 42 U.S.C. §§17931-17953 (“HITECH”) and its implementing rules and regulations, and (d) execute, as between Client and Triumph Tech, a Business Associate Agreement as mandated by HIPAA and HITECH (on Triumph Tech’s standard form), whereby Client is the covered entity and Triumph Tech is the business associate or whereby Client is the business associate and Triumph Tech is the subcontractor if Client is the service provider of a covered entity (as the terms “covered entity”, “business associate”, and “subcontractor” are defined by HIPAA and HITECH). In addition to Client’s indemnification obligations under this MSA, Client will further indemnify Triumph Tech (including Triumph Tech’s Representatives) from and against any Claims against Triumph Tech or Losses incurred by Triumph Tech that result from: (i) Client’s breach of or misrepresentation with respect to Client’s obligations regarding Protected Health Information, or (ii) Client’s breach of HIPAA, HITECH, or any other relevant statute. Unless Triumph Tech and Client have executed a Business Associate Agreement, Client hereby represents that Client will not submit protected health information to Triumph Tech.
13. EU Personal Data
If Client engages in the “processing” of any “personal data” (as such terms are defined in the EU General Data Protection Regulation 2016/679 (“GDPR”)) from the European Union, then Client will: (a) inform Triumph Tech in writing of Client’s intended use of the Services for processing personal data from the EU, (b) comply with all requirements of the GDPR and all implementing rules, associated policies, and directives, (c) execute, as between Client and Triumph Tech, a data processing agreement in compliance with the GDPR (on Triumph Tech’s standard form), whereby Client is the data controller and Triumph Tech is the data processor or whereby Client is the data processor and Triumph Tech is the sub-processor (or level 2 processor) if Client is the service provider of a data controller (as the terms “processor”, “controller”, and “sub-processor” are defined by the GDPR), (d) adhere to the GDPR, including the designation of Client’s data protection officer and execution by Client of data processing agreements with data controllers and Client’s own sub-processors, and (e) ensure that Client is fully transparent about the nature and purpose of its processing of personal data. In addition to Client’s indemnification obligations under this MSA, Client will further indemnify Triumph Tech (including Triumph Tech’s Representatives) from and against any Claims against Triumph Tech or Losses incurred by Triumph Tech that result from: (i) Client’s breach of or misrepresentation with respect to Client’s obligations regarding processing of personal data from the EU, or (ii) Client’s breach of the GDPR or other applicable law. Unless Triumph Tech and Client have executed a Business Associate Agreement or similar document, Client hereby represents that Client will not submit protected health information to Triumph Tech.
14. Notice to California Clients
Client is advised that, as may be applicable to it under California Civil Code Section 1789.3, to initiate a complaint about the Service, Client may contact Triumph Tech using the Client Portal, or as provided in the applicable Service Level Agreements. If Client is dissatisfied with the manner in which Triumph Tech responds to a complaint regarding the Services, Client may contact Triumph Tech at the address set out below Triumph Tech’s signature or by telephone at 1-866-918-4678, and the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 1-916-445-1254. The charges for the Services are set out in the applicable SOW.
15. Force Majeure
Except for a Party’s failure to pay, neither Party shall be liable for or be considered in breach of this MSA due to any failure or delay in performing if such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means a circumstance beyond a Party’s reasonable control, including a natural calamity, act of God, military or terrorist act, change in law, labor dispute, utility disruption or outage, malfunction of equipment or software, loss or corruption of data, interruption of or delay in transportation, failure by any supplier or other third party to perform, or act or omission of the other Party.
The Parties hereto acting through their duly authorized representatives have executed this MSA as of the date first written below as evidenced by the following signatures:
|Printed Name:_______________________||Printed Name:_______________________|
“Acceptable Use Policy” or “AUP” means the policy available online https://www.triumphtech.com/AUP (or at such other URL as Triumph Tech may dictate from time to time) which defines the acceptable uses of the Services.
“Affiliate” means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, and “person” broadly construed to include any natural person or any incorporated or unincorporated entity or association, trust, joint venture, joint stock company or other entity.
“Claim” means any claim, demand, action, or proceeding (including law suits and administrative proceedings).
“Client Account” means the account set up by Triumph Tech, attributed exclusively to Client and used for the provisioning and administration of the Services to Client.
“Client Data” means personal information relating to Client and data owned or controlled by Client, including (a) names, addresses, and other personally identifiable information pertaining to Client, (b) usage data collected by Client regarding Client’s own use of the Services, (c) Client’s content hosted on the Systems, including Client’s Uniform Resource Locators, Web pages and other website data, software and applications, Protected Healthcare Information as described below, and (d) any of the same relating to or owned by an End User, Representative or Affiliate.
“Client Portal” means Triumph Tech’s online portal or interface tool for Client to manage the Client Account and associated Services.
“Confidential Information” means all non-public information, know-how, and trade secrets in any form disclosed by one Party to the other Party and that are designated by the disclosing Party as confidential or are known, or under the circumstances should be known, to be confidential. For the avoidance of doubt, the following items shall be considered Confidential Information: this MSA and Triumph Tech’s network configuration. However, the following items shall not be considered Confidential Information: (i) information that is or becomes publicly known or available without breaching this section, information that is or was previously disclosed to the receiving party from a third party without any confidentiality restriction, (ii) information that is independently developed without using any Confidential Information or otherwise breaching this section, (iii) reference to the other Party by name as a vendor or customer, (iv) or the existence and general nature of this MSA (but not any specific terms of this MSA).
“Effective Date” means the date on which Client clicks to accept this MSA online or signs on the signature page attached hereto (as applicable).
“End Users” means those parties (including Client’s employees, customers, contractors, consultants, or other third parties) that have access to or use of the Services by or through Client.
“Intellectual Property” means any and all rights, title, interest, and ownership, whether by registration, statute, common law or other operation of law, in and to: (a) copyrights, (b) patents, (c) trademarks, (d) trade secrets, (e) any other proprietary, intellectual, or industrial property rights of any kind or nature, (f) registrations and registration applications of the foregoing in any jurisdiction, (g) in Triumph Tech’s case, Triumph Tech Data and the Systems, and (h) in Client’s case, Client Data.
“Losses” means any loss, liability, damage, penalty, cost, or expense (including reasonable lawyer fees, collections costs, litigation expenses, witness compensation, and court fees).
“Triumph Tech Data” means any data relating to Triumph Tech and all Services and Systems, including (a) Internet Protocol addresses, Uniform Resource Locators, Web pages and other website data, (b) source codes, digital files, encryption keys, and digital certificates, (c) user identifications, account access, log-in information, and passwords, (d) usage data collected by Triumph Tech regarding Client’s use of the Services, and (e) all other data owned or controlled by Triumph Tech.
“Privacy Notice” as amended from time to time, means the policy available online at https://www.triumphtech.com/privacy-policy/ (or at such other URL as Triumph Tech may dictate from time to time) which describes Triumph Tech’s use and processing of Client Data.
“Renewal Term” means successive Service periods equal to the length of the SOW Initial Term.
“Representatives” means, collectively, a Party’s shareholders, Affiliates, directors, officers, employees, contractors, agents, and advisors, including lawyers, accountants, consultants, financial advisors, bankers, and lenders.
“Service(s)” means the service(s) set out on each SOW or SOW that are provided by Triumph Tech to Client subject to and in accordance with the terms of this MSA.
“Service Addendum” means an addendum to this MSA that sets forth certain Service-specific terms.
“Service Fees” means the money amounts or rates, specified in, as applicable, the SOW, Client Portal, invoice from Triumph Tech, or which Client has otherwise agreed to pay to Triumph Tech in consideration of the Services provided. Unless specified in the SOW, Service Fees recur monthly even if Client does not use the Services.
“Setup Fee” means the one-time fee specified in the applicable SOW charged to Client for Triumph Tech to customize and otherwise prepare the Systems according to the specifications in the SOW.
“SLA” or “Service Level Agreement” means the terms governing the availability or uptime of the Services and Systems, and the standards for Triumph Tech’s Technical Support.
“SOW” means a Service order form that sets forth the specifications of the Services purchased by Client.
“SOW Availability Date” means the date on which Triumph Tech notifies Client, either by email or through the Client Portal, that the Services are first available to Client for use.
“SOW Initial Term” means the specific Service period described in the SOW, during which time Client may not terminate the SOW, any Services, or this MSA, except as provided in Section 4.
“SOW Start Date” means the date on which Client signs the SOW or clicks to accept the SOW in the Client Portal (as applicable).
“SOW” means a statement of work executed between the Parties for professional services performed by Triumph Tech.
“Systems” means the technology (including all systems, networks, facilities, infrastructure, computer servers, other hardware, software, online application program interfaces, Internet Protocol addresses, and other technologies) owned, licensed, controlled, or otherwise used by Triumph Tech to provide the Services to Client, and, as applicable, to End Users and Client Affiliates.
“Technical Support” means the assistance and advice Triumph Tech’s technical support staff provides to Client, as part of the Services, via electronic mail, telephone, or other means of communication as designated by Triumph Tech (including Triumph Tech’s ticketing system).
“Termination Fees” means the monetary amount equal to the average monthly payment of Service Fees within the 6 months immediately prior to the termination date multiplied by the lesser of (a) the number of months remaining in the SOW Initial Term calculated from the termination date, or (b) 12 months.
“Third Party Products” means the equipment, software, products or services procured from a Third Party Vendor which Triumph Tech, in turn, provides to Client as part of, or in combination with, Triumph Tech’s own products and services which are part of the Services.
“Third Party Vendor” means a third party vendor who provides Triumph Tech with Third Party Products to be, in turn, provided to Client by Triumph Tech as part of, or in combination with, the Services.
“Third Party Vendor Audit” means an audit performed by either Triumph Tech or a Third Party Vendor with respect to the Third Party Products.
Third Party Vendor Terms
The following terms and conditions govern Client, End User and Client Affiliate’s use of the Third Party Products specified below:
If Client orders Services that include Microsoft software, then Client agrees to the Microsoft End User License Terms which are incorporated into the MSA by reference:
THIS DOCUMENT GOVERNS THE USE OF MICROSOFT SOFTWARE, WHICH MAY INCLUDE ASSOCIATED SOFTWARE, MEDIA, PRINTED MATERIALS, AND “ONLINE” OR ELECTRONIC DOCUMENTATION (INDIVIDUALLY AND COLLECTIVELY, “PRODUCTS”) PROVIDED BY TRIUMPH TECH. TRIUMPH TECH DOES NOT OWN THE PRODUCTS AND THE USE THEREOF IS SUBJECT TO CERTAIN RIGHTS AND LIMITATIONS OF WHICH TRIUMPH TECH MUST INFORM YOU. YOUR RIGHT TO USE THE PRODUCTS IS SUBJECT TO THE TERMS OF YOUR AGREEMENT WITH TRIUMPH TECH, AND TO YOUR UNDERSTANDING OF, COMPLIANCE WITH, AND CONSENT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH TRIUMPH TECH DOES NOT HAVE AUTHORITY TO VARY, ALTER, OR AMEND.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product.
“End User” means an individual or legal entity that obtains software Services directly from Triumph Tech, or indirectly through a Software Services Reseller.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that Triumph Tech provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Triumph Tech must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Triumph Tech receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
OWNERSHIP OF PRODUCTS. The Products are licensed to Triumph Tech from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with Triumph Tech and the terms under this document, and only in connection with the Software Services, provided to you by Triumph Tech. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
USE OF REDISTRIBUTION SOFTWARE. In connection with the Software Services provided to you by Triumph Tech, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with Triumph Tech and this document and/or your agreement with Triumph Tech.
COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Triumph Tech; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Triumph Tech, upon notice from Triumph Tech or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Triumph Tech.
TERMINATION. Without prejudice to any other rights, Triumph Tech may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Triumph Tech or Triumph Tech’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within 30 calendar days of the termination of your agreement with Triumph Tech.
NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by Triumph Tech and not by Microsoft, its affiliates or subsidiaries.
PRODUCT SUPPORT. Any support for the Software Services is provided to you by Triumph Tech or a third party on Triumph Tech’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
NOT FAULT TOLERANT. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. Triumph Tech must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.Microsoft.com/exporting/.
LIABILITY FOR BREACH. In addition to any liability you may have to Triumph Tech, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
INFORMATION DISCLOSURE. You must permit Triumph Tech to disclose any information requested by Microsoft under the Triumph Tech’s Agreement. Microsoft will be an intended third party beneficiary of your agreement with Triumph Tech, with the right to enforce provisions of your agreement with Triumph Tech and to verify your compliance.
If Client orders Microsoft Azure Public Cloud or Office 365 Services, then Client agrees to the Microsoft Cloud Agreement and Microsoft Online Services Terms which are incorporated into the MSA by reference:
If Client is License Mobility through Software Assurance to utilize their own Microsoft licenses (the “MS Licenses”) on the Systems, Client agrees to the Microsoft License Mobility Terms and Conditions which are incorporated into the MSA by reference:
- In order to exercise License Mobility through Software Assurance rights, Client must submit the License Mobility Verification Form located at https://www.Microsoft.com/en-us/licensing/licensing-programs/Software-assurance-license-mobility.aspx or at a successor site. Client agrees to submit the form to Microsoft within 10 days of deployment, whenever renewing Client’s Microsoft volume license agreement, and whenever renewing Client’s Software Assurance with Microsoft. It is expected that Microsoft will provide Triumph Tech with confirmation of Client’s verification status each time it is submitted.
- Additional information about License Mobility with Software Assurance can be found here: https://support.hosting.com/app/answers/detail/a_id/11989
- Triumph Tech cooperates in good faith with Microsoft to investigate and remedy any potential non-compliance. Upon request from Microsoft, Triumph Tech will provide information pertaining to Client’s environment, including but not limited to:
- In the event that Microsoft finds Client is noncompliant with any MS License, Triumph Tech will be required to terminate hosting of Client’s noncompliant license(s) within 30 calendar days if no action on Client’s part is taken to remove them or replace such noncompliance MS License(s) with valid licenses from Triumph Tech or Microsoft.
- Client’s licenses under License Mobility through Software Assurance must remain on Triumph Tech’s cloud servers within a single datacenter for no less than 90 calendar days. Client may move licenses from a cloud server within a single datacenter to a cloud server in another data center, but not within 90 days after the last assignment.
If Client orders Amazon AWS Public Cloud Services, then Client agrees to the Amazon Client Agreement and Amazon AWS Service Level Agreement which are incorporated into the MSA by reference: