The following terms (the “CSP License Terms”) (i) apply to Customer’s purchase and/or use of each CSP License, and (ii) are incorporated into and deemed to form of part of the Statement of Work separately executed by Customer and Root16, LLC, an Illinois limited liability company (“Service Provider”), and as such, the terms set forth below shall be in addition to, and not in lieu of, the terms set forth in the Statement(s) of Work (each, as amended, an “SOW”) and the Master Services Agreement (as amended, the “MSA”) separately executed by the parties, all of which terms shall be binding on Customer.  Capitalized terms used but not defined in these CSP License Terms shall have the meaning ascribed to such terms in the MSA and/or the applicable SOW.

  1. It is agreed and understood that (i) Service Provider does not make any representations and warranties regarding any CSP License and/or any software Customer may access, license or use pursuant to a CSP License (“CSP Software”) other than the fact that Service Provider has the right to sell each such CSP License to Customer hereunder, and (ii) all representations, warranties, obligations and/or covenants regarding CSP Software are set forth solely in Customer’s separate agreement (the “CSP Agreement”) with Microsoft (“CSP Licensor”) and/or within such CSP Licensor’s general terms and conditions, terms of use, subscription terms or similar terms (collectively, together with any CSP Agreement, the “CSP Terms”). Service Provider’s sole and exclusive obligation in respect of each CSP License and/or the CSP Software shall be to (x) sell to Customer the CSP Licenses as described above, and (ii) make available, through Service Provider’s separate contract with a third party Microsoft channel partner (the “Channel Partner”), general CSP Software support through the Channel Partner.  Customer acknowledges and agrees that CSP Software support shall be provided solely by the Chanel Partner in accordance with its customer support terms.  Fees paid for each CSP License and/or access to or use of the CSP Software, once paid, are non-refundable.  Any requests for refunds or a reduction in CSP License Fees, regardless of the basis for such request, shall be addressed solely to, and resolved exclusively with, CSP Licensor.  Each order for a CSP License shall be subject to acceptance by Service Provider, the Channel Partner and CSP Licensor, and as such, Service Provider shall not be liable in any way for any rejection of any such CSP License order.

  2. Notwithstanding the foregoing, in the event that the CSP Software is inaccessible or inoperable in any material respect for reasons not wholly or partially caused by Customer, during Service Provider’s normal business hours Service Provider shall, upon submission by Customer of a proper support ticket to, use commercially reasonable efforts to assist Channel Partner in trouble-shooting the identified issues (the “Service Provider Support Undertaking”). Support requests which Service Provider determines fall outside of the Service Provider Support Undertaking for any reason shall be invoiced to Customer at Service Provider’s then current hourly rates every two weeks, provided, however, that Service Provider will not exceed four hours of such service without Customer’s prior written or email consent.

  3. Customer shall not, and shall cause each of its permitted CSP Software users not to, directly or indirectly: (i) take any action that would violate any of the CSP Terms; (ii) copy or reproduce all or any part of the CSP Software or reverse engineer the CSP Software; (iii) use the CSP Software for the benefit of any third party or for anything other than its intended purposes; or (iv) use the CSP Software in an illegal or infringing manner. For the avoidance of doubt, all rights in the CSP Software not expressly granted under a CSP License are reserved by CSP Licensor.

  4. Customer agrees that Service Provider shall not be responsible or liable in any way for any issues, damages, claims or liabilities that may arise in connection with the CSP License and/or the CSP Software (including without limitation any breach of or other issues that may arise in connection with any CSP Terms) other than a third party claim that Service Provider did not have the right to sell to Customer the applicable CSP Licenses which, should any such claim arise, shall be addressed and handled solely pursuant to the requirements set forth in Section 8 of the MSA.

  5. Service Provider shall be entitled to modify or amend these CSP License Terms as Service Provider deems necessary from time to time, which modifications or amendments shall be binding on Customer upon being posted at the CSP License Link or any other replacement link created by Service Provider.