Software License Agreement
This Software License Agreement ("Agreement") is entered into on the date of purchase ("Effective Date), by and between, Bison & Bird Inc. a company organized and existing under the laws of Alberta, with its principal place of business at #302, 1812-4th St SW, Calgary AB, T2S 1W1 ("Reseller"), and , the entity purchasing the license, which will be defined at the point of purchase ("Client").
WHEREAS, Bison & Bird is a Cloud Solution Provider (CSP) and desires to provide software licenses to Client;
and
WHEREAS, Client desires to purchase software licenses from Bison & Bird for its internal business use;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
Reseller Relationship: Bison & Bird is a non-exclusive reseller of software licenses ("Licenses").
Services: Bison & Bird shall provide general administrative support related to the use and management of the licenses.
No Managed Service Provider Relationship: The parties acknowledge and agree that this Agreement is strictly for the provision of licenses and general administrative support. Nothing in this Agreement shall be construed to create a managed service provider (MSP) relationship between Client and Bison & Bird. Bison & Bird shall not be responsible for managing or maintaining Client's IT infrastructure or systems beyond the scope expressly outlined in this Agreement.
Pricing and Payment: Client shall pay Bison & Bird the subscription fees for the Licenses in accordance with the payment terms specified by each product.
Term and Termination: This Agreement shall commence on the Effective Date and shall continue in full force and effect until Licenses expire under the terms and conditions of the software provider.
Exclusivity of Support for: Bison & Bird shall only provide administrative support for software licenses purchased through Bison & Bird under this Agreement. Client acknowledges and agrees that Reseller's support obligations extend solely to the licenses acquired directly from Reseller and do not apply to any licenses procured through other channels or parties.
Support Requests: Client agrees that all support requests, including inquiries, issue reports, and service-related communications, must be submitted through the designated portal for managing support requests. In the event that the portal is inaccessible or experiencing downtime, Client may submit support requests via email to support@teambisonandbird.com. Reseller shall make reasonable efforts to promptly address support requests submitted through this alternative method.
Timely Payment Responsibility: Client acknowledges and agrees that timely payment is essential to avoid service interruptions. Bison & Bird reserves the right to suspend Licenses in the event of non-payment, and Client shall be responsible for any resulting costs, service interruptions or delays.
Late Payment Interest: In the event of late payment by Client, Bison & Bird reserves the right to charge interest on the outstanding amount at a rate of 7% per annum, calculated from the due date until the date of payment. Client acknowledges and agrees to pay any accrued interest along with the overdue amount.
Promotions and Discounts: Any promotions or discounts offered by Bison & Bird are subject to specific qualifying criteria as determined by Bison & Bird. Client acknowledges and agrees that promotions and discounts may be restricted to clients who meet and maintain the qualifying criteria specified by Bison & Bird or the software provider (ie. Microsoft), or distribution partner (ie. IT Cloud). Bison & Bird reserves the right to determine eligibility for promotions and discounts and may modify or revoke them at its discretion.
Customer Agreement: Client acknowledges and agrees that its use of the Licenses and related services provided under this Agreement is subject to the terms and conditions of the software Provider, typically in the form of a Customer Agreement.
Microsoft Customer Agreement: Client acknowledges and agrees that its use of the Microsoft licenses and related services provided under this Agreement is subject to the terms and conditions of the Microsoft Customer Agreement. A copy of the agreement can be found as a subpage herein. Client agrees to comply with the terms of the Microsoft Customer Agreement in connection with its use of the Licenses.
Confidentiality: Each party shall keep confidential all information provided by the other party that is marked as confidential or that would reasonably be considered confidential under the circumstances. This obligation of confidentiality shall survive the termination of this Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Alberta, without regard to its conflict of law principles.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
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