Terms of Use for Microsoft® Office 365 from AT&T (“Agreement”)

The Agreement is between you or the company or legal entity for which you are authorized to act and AT&T Corp. (AT&T). This is an Agreement by You to purchase the Services identified below from AT&T Corp. The Agreement does not apply to any other Service(s) you purchase from AT&T under a separate agreement and is not intended and does not modify any other agreement you may have with AT&T. Please read the entire Agreement. You or the company you are authorized to act for will be referred to in this Agreement as You or Customer. As of the day You accept the terms of the Agreement, which shall be the “Effective Date” of the Agreement, the Agreement shall be effective and shall apply to your purchase and use of the Services and shall continue in effect as long as a Service is provided under the Agreement (except where expressly noted that a term survives following termination of service), until terminated as allowed under the terms of the Agreement, or until the Agreement is revised by AT&T, in which case the revised Agreement shall thereafter apply.

 

BY CLICKING THE “I ACCEPT” OR “ORDER” BUTTON DURING REGISTRATION OR BY OTHERWISE ORDERING A SERVICE YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT OR ARE ACCEPTING ANY MODIFICATION OR REVISION TO THIS AGREEMENT, IF APPLICABLE, IN ACCORDANCE WITH THE TERMS BELOW, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT INCLUDING ANY REVISIONS THERETO. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT AS A CUSTOMER. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST CANCEL THE ORDERING OR REGISTRATION PROCESS AND YOU MAY NOT USE THE SERVICES.

 

This Agreement posted on the AT&T Productivity Suite was last modified on ______.

 

Microsoft is the provider of the Microsoft Office 365 service (the “Supplier”).

 

This Agreement provides the terms under which Customer shall purchase and use the services identified:

 

Microsoft Office 365 from AT&T

 

(which shall be referred to as the “Service” in this document) and shall apply to all features or functions described as part of the Service and shall not apply to an order or purchase of any other product or service from AT&T or its affiliates. The Agreement does not apply to any other Service(s) you purchase from AT&T under a separate agreement and is not intended and does not modify any other agreement you may have for services with AT&T.

 

The rates, terms and conditions applicable to the Service that AT&T provides to You under this Agreement are described in this document and in the following additional documents or at the following locations (and these additional documents or the applicable terms found at the locations identified are incorporated by reference as is fully set forth herein and referred to collectively herein as the “Terms”):

 

(i) Microsoft Cloud Agreement located at [ ]

 

(ii) Microsoft Online Service Terms located at [ ]

 

(iii) Microsoft Online Service Level Agreements located at [ ]

 

(iv) The AT&T Productivity Suitesm Terms and Conditions (“TOS”) located at https://www.wireless.att.com/businesscenter/popups/general/att-productivity-suite-terms-and-conditions.jsp

 

(v) The descriptions of the Service and the associated terms and other provisions located at http://www.att.com/office365terms (“Service Description”);

 

(vi) Any Pricing Schedule separately agreed to by the parties and made applicable to the Services purchased under this Agreement;

 

(vii) the AT&T Privacy Policy located at www.att.com/privacy; and

 

(viii) the AT&T Acceptable Use Policy (AUP) found at www.att.com/aup or at such other URLs as AT&T may designate.

 

Revisions to Agreement and Applicable Terms: The Terms found at the sites referenced above may be modified at any time by posting revised documents at the sites referenced above or by directing You to websites other than listed above.

 

AT&T may modify this Agreement, at any time by providing you access to a revised Agreement or by posting a revised version of the Agreement at the AT&T Productivity Suite Portal at http://aps.att.com or at such other location as AT&T may designate to You. Any revised terms shall become effective upon the Effective Date shown in the revised Agreement.

 

By continuing to use or receive Service after the Effective Date of any revisions to this Agreement or the Terms, You agree to be bound by the revised Agreement/Terms. It is Your responsibility to periodically check the documents identified by AT&T in this Agreement regularly for changes to the terms and conditions in this Agreement or otherwise applicable to your use of the Service. If you do not agree to be bound by these Terms and any revisions thereto, You may not use the Service or allow a User to use the Service and You should cancel and not use the Service.

 

Conflicting Terms: If there are conflicting terms contained in these documents, the order of priority of the interpretation shall be in order, this Agreement, the TOS, the Service Description and the AUP; provided, however, that any rates or other terms and conditions accepted and agreed to by Customer when ordering online or if described in a Pricing Schedule that is made part of this Agreement shall apply over any other rates or terms that may be applicable.

 

Services: AT&T will either provide or arrange to have an Affiliate of AT&T provide Service to Customer under this Agreement, subject to availability and operational limitations of systems, facilities, equipment, and the capability to bill for the Service.

 

Use Outside of the United States: The Service is only available for contract and billing within United States. Customer assumes all risks arising from or relating to its use of the Service outside the United States and shall, without limitation, defend and indemnify AT&T against any claims arising from such use.

 

Rates Applicable; Changes to Rates; Taxes: The rates applicable for Service ordered under this Agreement shall be the rates selected at the time of ordering by You. AT&T may change the rates applicable to Service ordered under this Agreement at any time upon notice to You, which will occur by posting the new rate on the AT&T Productivity Suite Web Site. All rates are exclusive of and You agree to pay, all current or future taxes, regulatory surcharges, recovery fees, shipping charges, and other similar charges specified or allowed by any governmental entity relating to the sale, use or provision of the Services.

 

Charges for Service: Charges for the Services ordered shall begin on the date of the initial order and that date shall serve as the anniversary date (“Anniversary Billing Date”) for all future billings including any one time fees, upgrades, additional services, and cancellations, as applicable. Charges are due in advance of the service cycle and will be billed as specified in the Agreement. Upgrade Fees: Upgrades ordered on the Anniversary Billing Date will be billed for a full billing cycle and will continue each billing cycle on the Anniversary Billing Date. Upgrades ordered between the normal Anniversary Billing Dates will be billed starting only on the next anniversary date at which time the fees will appear as full service fees added to the existing Anniversary Billing Date. Future charges will appear as full service charges added to the existing Anniversary Billing Date. Upgrades cannot be ordered for Upfront Payment Option plans. Additional Service Fees: Additional services ordered on the Anniversary Billing Date will be billed for the full billing cycle, as applicable, and will continue to be billed on each Anniversary Billing Date. Additional services ordered between the normal Anniversary Billing Dates will be billed starting only on the next anniversary date at which time the fees will appear as full service fees added to the existing Anniversary Billing Date. Future charges will appear as full service fees added to the existing Anniversary Billing Date. One Time Fees: One time fees, if applicable, such as setup fees, administrative fees and late fees are due and payable at the Anniversary Billing Date, and/or agreed upon in writing or via ticket with AT&T’s approval.

 

Billing, Payments, Deposits: Payment is due in full on the Anniversary Billing Date. Failure to remit payment for Services on the Anniversary Billing Date shall result in suspension of Services. Customer shall be notified of such Service suspension via email. Failure to remit payment for Services within twenty-one (“21”) consecutive days of the Anniversary Billing Date, including the Anniversary Billing Date, shall result in termination of the Service and all services shall be reclaimed. AT&T may charge a late fee for overdue payments at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law; plus all costs (including attorney fees) of collecting delinquent or dishonored payments. AT&T may require Customer to establish a deposit as a condition of providing Services. Customer authorizes AT&T to investigate Customer’s credit and share information about Customer with credit reporting agencies. All fees paid are non-refundable.

 

Cancellation: Where permitted under this Agreement, Customer shall cancel the Service via the AT&T Productivity Suite portal (http://aps.att.com) or by calling customer care at (866) 531-4891.

 

Term: The Agreement goes into effect upon your ordering for the Service and continues, subject to the terms of the Section, until (a) termination of the Products you have purchased; (b) termination by either Party as expressly permitted by this Agreement (the “Term”); or (c) Customer cancels the Service as detailed above..

 

Not later than sixty (60) days (“Migration Period”) after termination or cancellation of the Agreement, Customer may migrate any Customer data to some other service. All Customer data will be deleted within thirty (30) calendar days’ following the end of the Migration Period.

 

Permitted Use: You agree that You will cause Users (anyone who uses or accesses a Service provided by AT&T to Customer under this Agreement) to comply with this Agreement, including the Terms listed above, and Customer is responsible for a User’s use of the Service. Customer agrees to use Services solely for their intended purposes. CUSTOMER EXPRESSLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF THE SOFTWARE OR FILES PROVIDED WITH OR MADE A PART OF THE SERVICE. If Customer violates or exceeds the permitted use as described herein, AT&T may immediately terminate Customer’s account (in addition to pursuing any other remedies available to AT&T).

 

No Resale: Except where required by law, You are not permitted to resell a Service to third parties (excluding Customer’s Affiliates) without AT&T’s written consent.

 

Privacy and Customer Data: Customer acknowledges and agrees that with respect to the Customer data hosted by AT&T’s Supplier as part of the Service, AT&T’s Supplier and Customer have full control and access to such Customer data and AT&T has no access to such Customer data. AT&T’s Supplier’s use of Customer data is described in the Supplier’s Online Service Terms.

 

Ongoing support for the Service shall be provided by AT&T or AT&T’s subcontractors. Customer data may be required and/or collected in providing ongoing support.

 

Customer is solely responsible for obtaining consent or an otherwise lawful basis for providing Customer data to AT&T and its Suppliers and subcontractors, and for giving notice to its users, employees and agents regarding AT&T’s and its Supplier’s and subcontractor’s collection, use and processing of Customer’s data, including personal and other sensitive data, in connection with the Service and support. Customer shall provide access to Customer’s data only when it has the legal authority to do so. .

 

License Terms: Use of Service requires Customer and Users of Service to agree to comply with applicable license terms contained herein or made available to you in the Terms referenced above. If You do not agree to accept applicable license terms or if a User will not agree to accept applicable license terms necessary for use of the Service, You may not use the Service or allow a User to use the Service and You should cancel and not use the Service. Title to software remains with AT&T or the supplier/licensor of the software.

 

Intellectual Property: Each of AT&T and Customer retains all right, title and interest in and to their respective trade secrets, inventions, copyrights, and other intellectual property. Subject to the limited rights expressly granted hereunder, AT&T reserves on behalf of AT&T, its Supplier and licensors all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. Any intellectual property developed by AT&T or its Supplier/licensor during the performance of the Service(s) shall belong to AT&T or its Supplier/licensor of the Service unless AT&T has agreed with You in advance in writing that you shall have an interest in the intellectual property.

 

Disclaimer of Warranties and Liability: Other than warranties and service level agreements, if any, provided by Supplier to You directly, the terms and conditions of which are governed by the agreement directly between You and Supplier with respect to those matters, AT&T (INCLUDING ITS SUPPLIERS AND SUBCONTRACTORS) MAKES NO EXPRESS OR IMPLIED WARRANTY AND DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR THOSE ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. FURTHER, AT&T (INCLUDING ITS SUPPLIERS AND SUBCONTRACTORS) MAKES NO WARRANTY REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR LOAD BALANCED, THAT AT&T OR ITS SUPPLIER’S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER’S DATA, OR THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AT&T (INCLUDING ITS SUPPLIERS AND SUBCONTRACTORS) WILL NOT BE LIABLE FOR ANY DAMAGES RELATING TO: INTEROPERABILITY, ACCESS TO OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR OTHERS; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS; LOST OR ALTERED TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER’S OR OTHERS’ APPLICATIONS, CONTENT, DATA, NETWORK OR SYSTEMS.

 

Limitation of Liability: Other than warranties and service level agreements, if any, provided by Supplier to You directly, the terms and conditions of which are governed by the agreement directly between You and Supplier with respect to those matters, AT&T’S (INCLUDING ITS SUPPLIERS’ AND SUBCONTRACTORS’) ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR DAMAGES ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS IN THE SERVICES, AND NOT CAUSED BY CUSTOMER’S NEGLIGENCE, SHALL IN NO EVENT EXCEED AN AMOUNT EQUIVALENT TO THE PROPORTIONATE CHARGE TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH SUCH MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT IN THE SERVICES OCCURS AND CONTINUES. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT&T (INCLUDING ITS SUPPLIERS AND SUBCONTRACTORS). THIS LIMITATION WILL NOT APPLY TO BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY AT&T’S NEGLIGENCE, WHICH SHALL BE LIMITED TO DIRECT PROVEN DAMAGES. NEITHER PARTY (INCLUDING AT&T’S SUPPLIERS AND SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES.

 

These disclaimers and limitations of liability will apply regardless of the form of action, whether in contract, tort, strict liability or otherwise and whether damages were foreseeable. These disclaimers and limitations of liability will survive failure of any exclusive remedies provided in this Agreement.

 

AT&T’s Supplier and Supplier’s affiliates are beneficiaries of the sections on disclaimer of warranties and liability, limitation of liability, permitted use, privacy, support services, term, intellectual property, customer provided indemnity, compliance with laws, and data protection and have the right to enforce obligations and raise the defenses as specified in the provisions of the Agreement, TOS and/or the Service Guide.

 

Provisions Pertaining to HIPAA: In the event Customer uses the Service to store, manage, process, create, modify or access protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accounting Act of 1996, as amended (“HIPAA”), Customer must ensure that it has executed a business associate agreement (“BAA”) with AT&T. Notwithstanding any other provisions in any BAA between Customer and AT&T, the following terms shall be deemed to be incorporated into the parties’ BAA, and, in the case of conflict, the following terms shall take precedence in regards to the Service:

 

  • (a) in the event of any unauthorized use, disclosure or breach of any PHI, AT&T shall notify and make a written report regarding such use, disclosure or breach within thirty (30) days after AT&T’s discovery of such use, disclosure or breach;
  • (b) Customer shall not include PHI in: (1) information Customer submits for transmission to Microsoft technical support personnel or to Microsoft community support forums; and (2) Customer’s address book or directory information;
  • (c) Customer acknowledges and agrees that Microsoft does not act as, or have the obligations of, a business associate under HIPAA with respect to Customer’s data once it is sent to or from the environment used to provide the Service over the public Internet; and
  • (d) Customer shall implement privacy and security safeguards in the systems, applications, and software that Customer controls, configures, and uploads into Office 365 Services.
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