CSP Essentials

1. Service Overview

These terms and conditions (the “Agreement”) sets out the terms under which Long View’s Cloud Solution Provider (CSP) Essentials services for Microsoft Cloud Reseller subscriptions under the New Commerce Platform (NCE) are governed.

2. Mandatory Service Pre-Requisites

• The CSP cloud reseller relationship is established between Client and Long View.
• Microsoft Customer Agreement terms and conditions must be accepted by the Client via a link sent to Client by Long View authorizing Long View to be Client’s Microsoft Cloud Solution Provider and accepting the Microsoft Customer Agreement.

3. Service Availability and Hours

4. Support Services, Activities and Responsibilities

• For escalations to Microsoft through the CSP Support team via the Long View held MS Partner Premier Support Agreement, Microsoft incident severity levels and response times will be used; Microsoft does not provide issue resolution times; and,
• Critical and high priority incidents must be logged via direct phone contact with Long View’s CSP Support team.

Responsibilities are defined as follows:

5. Incident and Service Request Management Service Level Objectives

Service level objectives (SLO) are aligned to incident and service request priority as follows:

NOTES:

• Service requests submitted by email (to: CSPPortalSupport@lvs1.com) are given a Medium severity by default. To upgrade a request to High/Critical, Phone contact must be made to escalate to CSP Support. Phone: 1-844-515-3250
• Long View’s resolution SLAs are suspended in event of escalation to third-party vendors on Client’s behalf and are replaced by vendor SLAs based on the Client’s vendor agreement.

6. Term and Pricing

License Subscriptions: Term and price of license subscriptions is determined by the product chosen in purchases in the Self-Service portal which shall be the pricing and term applicable to this Agreement. Regardless of term, Microsoft reserves the right to modify pricing, therefore the price may change upon any of the term renewal dates.

Perpetual Software: Perpetual software is purchased at the current version available upon date of purchase with downgrade rights as noted by Microsoft product licensing rights. This product is available but is managed outside of the Self-Service portal.

• If Client purchases an Exchange Server 2019, it is a perpetual server license to use at version 2019 or lower and will require the necessary CALs to access
• Perpetual licenses are out of scope for Support detailed in sections 4,5,6

Consumption Subscriptions (Azure Only): Client’s azure consumption rate plan allows Client to pay only for the resources and reserved instances Client uses. Long View’s rate to Client is the identical usage costs set by Microsoft which are the standard pay-as-you-go rates. Client can estimate its monthly costs using the Azure pricing calculator found at this link: https://azure.microsoft.com/en-us/pricing/calculator/

Azure pricing is set by Microsoft and is the same between all programs (EA/CSP/credit card). No minimum commitment required under CSP.

Usage charges are based on daily prices. Pricing will be based on the pricing effective during the current billing cycle except when prices decrease or increase. The unit price for consumption services may change during the subscription period.

Azure subscriptions are invoiced based on Client’s measured consumption in the preceding month and any unbilled usage from previous reporting periods as defined in Microsoft usage reports.

Client may suspend their consumption of the Azure services at any time.

Consumption subscriptions themselves do not terminate unless suspended by Long View at the request of Client therefore Client must request termination of the subscriptions. Any usage before suspension will be billed on the next scheduled invoice date. Consumption subscriptions will be billed at Long View’s next billing cycle and will include all usage from the prior month.

Azure Reservations can be made by committing to a 1 year or 3-year plan.

7. Non-Subscription Purchase Limitations

Trial Seat Offers:

CSP Server

Azure Reservations

8. CSP Invoicing

9. Term and Renewal

The term of license subscriptions is determined by the product chosen in purchases in the Self-Service portal. The term will be automatically renewed for the same term as the subscription term initially chosen. Cancellations must be made within the first 7-days (168 hours) of subscription.

10. Termination and Suspension

Except for section 11, this Agreement may be terminated by either Party at any time upon 30 days’ written notice. If the Client should wish to terminate this Agreement, the Client must pay the remaining balance of the term of the subscriptions.

Long View may, on a pro-rated basis, adjust some monthly charges and fees to reflect the date of cancellation. Long View must act in accordance with Microsoft transfer policies.

Upon cancellation, all data will be deleted, and Services will cease at the end of the cancellation date. In the event an extension is required, Client shall pay for any service fees incurred during the extension period.

Long View reserves the right to suspend Services upon ten (10) Business Days' notice should any fees due remain unpaid after forty-five (45) days past their due date.

Failure by Client to adhere to this Agreement may result in the suspension of Services or part thereof. Should such suspension occur, Client agrees to pay any reinstatement fees that may be charged by Long View.

11. Restrictions and Limitations on Change, Adjustments WITHIN FIRST 7 DAYS

Post Purchase Subscription Changes (365/Software subscriptions)

Any adjustments or cancellations must be made within the first 7 days (168 hours) of a subscription addition. During the initial 7 days for any term duration a prorated refund will be credited back to the Client based on a proration calculated daily as per Microsoft.

After 168 hours from purchase, cancellations and corrections are no longer available.

Schedule A: Service Transition

To enable the subscribed services, the parties shall collaborate in the service onboarding/transition process to configure all systems and supporting processes required for service delivery. Service transition/on-boarding consists of:

Initial configuration required to deliver the service

• Client set up in Long View accounting/billing, ITSM, and quality management systems.
• Operational sign-off.

Schedule B: Special Provisions

In consideration of the terms and conditions below and the supply and purchase of services (the “Services”) described in the product-specific terms and conditions, Long View and Client (individually “Party”, together “Parties”) agree as follows:

1. Invoicing. Fees, costs, expenses, and other amounts will be billed by Long View on a consumption basis based on the subscribed-to service(s). Each invoice will include sufficient detail, supported by receipts, documentation, and other information so Client may verify the invoice. Invoices and/or notices will be sent to Client at the address provided at time of subscription.
2. Payment. All amounts invoiced by Long View include all applicable Taxes and Related Fee’s. Amounts invoiced are due and payable within thirty (30) days of invoicing by Long View of a proper invoice. Payment shall be made by electronic funds transfer or cheque. A late payment charge of one and one-half percent (1½%) per month (annual rate of eighteen percent) will be added to any amounts more than thirty (30) days past due, which amounts have not been previously disputed in good faith and in writing within thirty (30) days of the Client’s receipt of invoice. Any amounts disputed and later found to be owing shall bear interest at the above rate until paid in full. Client is responsible for any collection costs, including reasonable attorney’s fees. Should Client require Long View to submit invoices through a payment portal for which fees will be incurred, Long View shall invoice Client for any such fees as they are incurred
3. Taxes.
   1. Long View’s fees do not include any applicable federal, provincial, state, county, or other sales taxes, use or property related taxes applicable to transactions under this Agreement (the “Taxes”) or any shipping, insurance, customs and duties and other amounts applicable to transactions under this Agreement and not specifically provided for (together with the Taxes, the “Related Fees”). Long View will separately line-item in its invoices the Related Fees applicable to the invoiced transactions. Client will pay such Related Fees to Long View in connection with its payment of the applicable invoice. To the extent Long View establishes that the Taxes on an invoice have been issued in error, Long View can reissue an invoice. Client will pay any additional Taxes owing or provide support that Client self-assessed the taxes and paid them to the applicable governmental authority. Both parties are responsible for familiarizing themselves with the current laws on the Taxes that are subject to this Agreement, including (with respect to Client) the validity of any tax exemption certificates Client believes are applicable. If Client believes that an exemption is applicable a valid exemption certificate must be provided prior to invoicing otherwise applicable taxes will be charged.
   2. Client shall fully reimburse Long View for any Related Fees Long View may pay on behalf of Client within thirty (30) days of Long View’s written request for such reimbursement, subject to the provision of reasonable evidence by Long View to Client that Long View paid such taxes. Client is fully responsible for any Taxes, penalties and interest imposed on Long View or otherwise arising out of a transaction to the extent resulting from a tax exemption certificate furnished by Client that is finally determined by the applicable governmental authority to be invalid
   3. If any Taxes are required to be withheld on payments made by Client to Long View, Client may deduct such Taxes from the amount owed to Long View and pay them to the appropriate taxing authority, but only if Client promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested by Long View to claim a foreign tax credit or refund. Client must deliver the receipt within sixty (60) days of payment of the Tax, or maximum time allowed for delivery of the receipt under Law. Client will use reasonable efforts to ensure that any Taxes withheld are minimized to the extent possible under Law. The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Long View only.
4. Limitation of Liability NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, DIRECTLY OR INDIRECTLY, OR OTHERWISE, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL LONG VIEW’S LIABILITY TO CLIENT EXCEED THE AMOUNTS CLIENT PAID TO LONG VIEW UNDER THIS AGREEMENT (EXCLUSIVE OF ANY AMOUNTS PAID TO THIRD PARTY SUPPLIERS OF EQUIPMENT) IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM TO A MAXIMUM OF ONE MILLION DOLLARS.
5. Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose, save and except for any acquisition of equipment from third-parties for Client. No employee, agent, representative or affiliate of Long View has authority to bind Long View to any oral representations or warranty concerning the Services or equipment. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
6. Confidentiality.
   1. Confidential Information includes, but is not limited to, all confidential, technical, and business information relating to this Agreement, research and development, Services processes, costs, profit or margin information, marketing, production, unreleased products, future business plans and any other information or data not previously known that could reasonably be considered confidential or proprietary.
   2. Scope. Each Party acknowledges that it may acquire information and material that is the other Party’s confidential, proprietary or trade secret information. The Parties’ respective obligations with respect to Confidential Information also extend to any third-party’s confidential or proprietary information disclosed to such Party by the other Party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure, or, if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary.
   3. Use. Each Party will take all steps reasonably necessary to hold in confidence the other Party’s Confidential Information. Each Party must hold such Confidential Information in strict confidence, not to disclose it to third-parties or to use it in any way, commercially or otherwise, other than as permitted under this Agreement. Each Party will limit the disclosure of the Confidential Information to employees, or directly related subcontractors with a need to know, who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. Each Party will indemnify the other Party (including, without limitation, attorney’s fees and costs) for any breach of the terms of this confidentiality obligation by its employees or third-party subcontractors.
   4. Exceptions. Notwithstanding the foregoing, information and material received by one Party from the other Party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has been rightfully received by the receiving Party from a third party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered, to the extent it is legally able to do so, will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders.
   5. Injunctive Relief. In the event of actual or threatened breach of the provisions of this Article 2.9, the non-breaching Party may not have an adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
   6. Notice. In the event either Party knows or should reasonably know that any third-party has gained unauthorized access to Confidential Information, the knowing Party must immediately notify the other Party in writing of the full particulars of such access or disclosure.
7. Entire Agreement. This Agreement, including any product-specific Terms and Conditions, sets out the entire Agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties.
8. Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment, or other business form that either Party may use in connection with the Services will have effect on the rights, duties, or obligations of the Parties under this Agreement or otherwise modify this Agreement, regardless of any failure of the other Party to object to such terms and conditions.
9. Applicable Law. This Agreement and its interpretation is governed by the laws of Province of Alberta without regard to the choice of law provisions. Any action to enforce any rights under this Agreement may be brought in the courts in Alberta.
10. Rights and Remedy. Each right and remedy granted to Long View under this Agreement shall be cumulative and in addition to any other right or remedy existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Long View from time to time concurrently or independently and as often and in such order as Long View may elect. Any failure or delay on the part of Long View in exercising any such right or remedy shall not operate as a waiver thereof.
11. Enforcement. Client shall reimburse Long View for all charges, costs, expenses, and attorney’s fees incurred by Long View in the enforcement of this Agreement.
12. Force Majeure. Neither Party will be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, or strikes. In the event of any such delay, any applicable period of time for action by a Party may be deferred for a period of time equal to the time of such delay, except a Party's failure to make any payment when due under this Agreement.
13. Security Audit. On an annual basis, Long View shall conduct site audits of Long View’s information technology and Long View’s information security controls for all facilities used in complying with its obligations under this Agreement. Upon Client’s written request, Long View shall make available to Client for review the following, as applicable: Long View’s latest Statement on Standards for Attestation Engagements (SSAE). No. 18 audit Type II Report for Reporting on Controls at a Service Organization, and ISO/IEC 27001 certificate. Client shall treat such audit reports as Long View Confidential Information under this Agreement. Any exceptions noted on the SSAE report or other audit reports will be promptly addressed with the development and implementation of a corrective action plan by Long View management.
14. Service Levels. Long View shall comply with any service levels that may be included in this Agreement.
15. Contact.Each Party shall notify the other Party of its designated primary contact (“Contact”). To the maximum extent practicable, communications between the Parties will be through the Parties’ Contacts.
16. Intellectual Property and Use Thereof. Except for any license granted to Client to use any equipment and/or software, this Agreement will not transfer to Client any Long View intellectual property rights and all right, title and interest therein and thereto remains with Long View.
17. Client Obligations. Client shall provide Long View with appropriate access to Client’s environment to provide the Services.
18. Compliance with Laws. Both Parties will comply with all local, provincial, state, county, and federal laws, ordinances, regulations, and orders with respect to their performance of their obligations under this Agreement.
19. Additional.
1. Client shall (a) provide Long View with appropriate access to Client’s environment to provide the Services; (b) maintain the confidentiality of Client’s passwords; and (c) promptly notify Long View upon learning of any Client’s passwords that are lost, stolen, disclosed to an unauthorized party, or otherwise compromised.
2. The Services exclude any monitoring or protection from malware, viruses, ransomware or other malicious acts, code, or methods, unless Client has subscribed to Long View’s User Shield offering. However, In the event of a security breach, Long View shall restore critical infrastructure and systems as described in the Services.
3. Client agrees that Long View may use tools and automation to deliver Services and drive efficiencies.
4. All data that originates from Client’s network, in its original form, is the property of Client. Any non-personally identifiable data that is a statistical result of network or performance of the network is the property of Long View.
5. Client shall plan and carry out the data extraction/migration activities and shall validate the integrity of extracted data prior to the service termination date.
20. Non-Solicit. The Client agrees that it, along with Client affiliates, shall act in good faith not to solicit services directly or indirectly (the “Prohibition”) from Long View employees, and contractors (the “Personnel”) who are known to the Client from their involvement in the provision of the Services until a period of six (6) months after termination of their employment with Long View, or a period of six (6) months after termination of this Agreement, whichever is shorter. Without limiting the generality of the foregoing, the Prohibition shall include employment, contracting, sub-contracting, agency, partnership, or any other association with Client, or a Client affiliate. Should Client or a Client affiliate breach this covenant, the Client shall pay to Long View as liquidated damages and not a penalty, an amount equal to fifty (50%) percent of any fees or gross income earned during the last six months of the Personnel’s employment or contract with Long View or the contractor, as the case maybe, which amount shall be due and payable on demand. Additionally, it is agreed that Long View may enforce this covenant by an injunction or otherwise. The foregoing Prohibition shall not apply if the Personnel seeks employment with the Client as a result of a response to a general solicitation (newspaper, trade journal or other advertisement or job fair).

Terms and Definitions

Terms and Definitions can be found here.