TAM CLOUD MANAGED SERVICES AGREEMENT
By signing an Order Form that references this Agreement, you ("Client" or "your") agree to be bound by this TAM Cloud Managed Services Agreement with FS Operations Corp. (DBA TAM Software) ("TAM", "we", "us", or "our"). This Agreement, together with the applicable Order Form(s), constitutes the entire agreement between you and TAM. This Agreement is effective on the date you sign the Order Form. Key terms are defined in Section 8.
1. Use of Online Services.

a. Right to use. We grant you a limited, nonexclusive, non-sublicensable, nontransferable right to access and use the Online Services and to install and use the Software included with your Subscription solely for your internal business purposes, as further described in this Agreement. You grant TAM and its service providers a worldwide, non-exclusive, royalty-free license to access, use, process, copy, distribute, perform, export, and display Customer Data only as reasonably necessary to (a) provide, maintain, and improve the Online Services, (b) prevent or address service, security, support, or technical issues, and (c) comply with applicable law. TAM and its licensors retain all right, title, and interest in and to the Online Services, Software, and all related intellectual property rights. We reserve all other rights not expressly granted to you.
b. Acceptable use. You may use the Product only in accordance with this Agreement and applicable law. You may not: (a) reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law expressly prohibits such restriction; (b) disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services; (c) rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this Agreement; (d) use the Product to provide services to third parties or in any service bureau capacity; (e) use the Product in any way that competes with TAM's business; (f) remove, modify, or obscure any proprietary notices on the Product; or (g) use the Product in any manner that could damage, disable, overburden, or impair TAM's servers or networks.
c. End Users. You control access by End Users, and you are solely responsible for their use of and compliance with this Agreement. You will ensure End Users comply with all terms of this Agreement, including all acceptable use restrictions. You are fully liable for any violations of this Agreement by your End Users, and any breach by an End User shall be deemed a breach by you.
d. Customer Data. You are solely responsible for the content of all Customer Data and for ensuring you have all necessary rights to use such Customer Data with the Online Services. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating TAM to you or to any third party. TAM does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this Agreement or as required by applicable law. TAM has no obligation to monitor, review, or edit Customer Data, and TAM disclaims all liability for Customer Data. You are solely responsible for maintaining backups of your Customer Data, and TAM shall have no liability for any loss, corruption, or deletion of Customer Data.
e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Online Services. You are responsible for all activities that occur under your accounts, whether or not authorized by you, and TAM shall have no liability for any unauthorized access to or use of your accounts.
f. Managed Services for TAM Azure. You may use TAM Azure Services to provide a Managed Service Solution provided that:
(1) We will have the sole ability to access, configure, and administer the TAM Azure Services; (2) We will have sole administrative access to the virtual OSE(s), if any, in the Managed Service Solution; and (3) You will have sole administrative access only to the TAM Application hosted in Azure. You are responsible for the use of TAM Azure Services in accordance with the terms of this Agreement. Your provision of Managed Services remains subject to the following limitations (and any other limitations in this Agreement):
(i) you may not resell or redistribute the TAM Azure Services; and
(ii) you may not allow multiple users to directly or indirectly access any TAM Azure Services feature that is made available on a per-user basis.
g. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g., an employer or school) to order an Online Service, you represent and warrant that you have full authority to bind that organization to this Agreement. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services at any time. In such a case, your organization's designated administrator (your "admin") may (i) control and administer your account, including modifying and terminating your access, and (ii) access and process your data, including the contents of your communications and files. TAM may inform you that your organization has assumed control of the Online Services covered by your Subscription, but TAM is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to TAM.
h. Shared Directory Data. When you order an Online Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school), the Online Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Online Services within your organization's email domain.
i. Additional Software for use with the Online Services. To enable optimal access to and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service as described in this Agreement and the applicable Order Form. We license Software to you; we do not sell it. Proof of your Software license is (1) this Agreement, (2) the applicable Order Form, and (3) proof of payment. Your rights to access Software on any device do not give you any right to implement TAM intellectual property in software or devices that access that device.
2. Purchasing services.
a. Available Subscription offers. The applicable Order Form provides details for your Subscription offer, which generally can be categorized as the following:
Commitment Offering. You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use as specified in the Order Form. With respect to TAM Azure Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Consumption Offering. Committed quantities not used during the Term will expire at the end of the Term without refund or credit.
b. Ordering.
(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an "as available" basis. You may place orders for your Affiliates under this Agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this Agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this Agreement, and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.
(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription as specified in the Order Form. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described in Section 3.b.
c. Pricing and payment. Payments are due and must be made according to the terms specified in the applicable Order Form. All payments are non-refundable except as expressly provided in this Agreement.
For Commitment Offerings, the price level may be based on the quantity of Online Services you ordered and is based on an approximate thirty percent (30%) discount off of Microsoft consumption or pay as you go pricing. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those offered at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Order Form. All prices are subject to change at the beginning of any Subscription renewal.
d. Renewal Upon renewal of your Subscription, your Subscription will be governed by the prevailing terms and conditions and pricing in effect on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription by providing written notice to TAM at least thirty (30) days prior to the end of the then-current Term.
For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term by providing written notice to TAM. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term, but failure to provide such notice shall not affect the automatic renewal.
e. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.
3. Term, termination, and suspension.
a. Agreement term and termination. This Agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing through the end of the then-current Term as provided herein, and all such amounts shall become immediately due and payable upon termination.
If you terminate a Subscription before the end of the Term, you must pay an early termination fee equal to sixteen percent (16%) of the total amount owed under the Subscription for the entire Term. In addition, the discount provided to you as indicated in Section 2(c) shall terminate and you shall immediately pay to TAM the full amount of all discounts received from the start date of the Subscription through the termination date. You will receive a refund of any portion of the Subscription fee you have paid in advance for the remainder of the Term after the termination date; provided, however, no refunds will be provided for partially unused months.
The refund you receive, if any, is the remaining pro-rated balance for prepaid months after the termination date, minus the sixteen percent (16%) early termination fee and the full amount of all discounts previously provided. To request a cancellation, contact the TAM Help Desk or your TAM Account Representative by mail or email.
If you need to change your Reserved VM Instances reservation to another region, VM size group, or term, you can exchange it for another reservation that's of equal or greater value. The term start date for the new reservation doesn't carry over from the exchanged reservation. The 1 or 3 year term starts from when you create the new reservation. To request an exchange, contact the TAM Help Desk.
c. Suspension. We may suspend your use of the Online Services immediately and without prior notice if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this Agreement or any Order Form; (4) you do not abide by the Acceptable Use Policy or you violate other terms of this Agreement; (5) your use of the Online Services poses a security risk or may adversely impact the Online Services or TAM's other customers; or (6) for Limited Offerings, the Subscription becomes inactive from your failure to access the Online Services as described in the Order Form.
If one or more of these conditions occurs, then:
A suspension will apply to the minimum necessary part of the Online Services or, at TAM's sole discretion, to all Online Services, and will be in effect while the condition or need exists. We will give notice before we suspend where commercially reasonable, except where we reasonably believe we need to suspend immediately. We will give at least ten (10) days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within thirty (30) days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than once in any 12-month period. Suspension of the Online Services does not relieve you of your obligation to pay all fees due under this Agreement and the applicable Order Form.
d. Termination requirements. Upon termination of the Agreement for any reason, your rights to possess or use the Online Services shall immediately end, and you shall immediately, at TAM's sole option, deliver to TAM or destroy all copies of the Products and Software and/or any portion thereof in your possession or control, and certify such destruction in writing to TAM. Termination shall not relieve your obligation to pay all fees that have accrued or that you have agreed to pay under this Agreement or any Order Form, and all such amounts shall become immediately due and payable.
4. Warranties.
a. Limited warranty.
(i) Online Services. The Online Services use complex Products, and their performance will vary depending on hardware platform, software interactions, network performance, and configuration. THE ONLINE SERVICES ARE PROVIDED AS-IS AND ARE NOT GUARANTEED TO BE FREE OF FAULTS, ERRORS, CONFLICTS, OR INTERRUPTIONS. WE DO NOT WARRANT THAT THE ONLINE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE. YOUR USE OF THE ONLINE SERVICES IS AT YOUR SOLE RISK.
(ii) Software. The Software is complex computer software, and its performance will vary depending on hardware platform, software interactions, network performance, and configuration. THE SOFTWARE IS PROVIDED AS-IS AND IS NOT GUARANTEED TO BE FREE OF FAULTS, ERRORS, CONFLICTS, OR INTERRUPTIONS.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this Agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
(iv) this limited warranty does not apply to or limited offerings.
c. DISCLAIMER. EXCEPT AS PROVIDED FOR HEREIN, TAM DOES NOT MAKE BY VIRTUE OF THIS AGREEMENT AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE. TAM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TAM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY YOU IN USING THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE, OR THAT THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY MODIFICATION BY YOU OF THE ONLINE SERVICES, PRODUCTS, AND/OR SOFTWARE SHALL RELIEVE TAM OF ALL WARRANTIES AND OTHER OBLIGATIONS PROVIDED FOR IN THIS AGREEMENT. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES.
5. Defense of claims.
a. Defense.
(i) We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party's patent, copyright or trademark or makes unlawful use of its trade secret.
(ii) You will defend us and our affiliates against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-TAM Products, or services you provide, directly or indirectly, in using a Product infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; (2) arises from your violation of the acceptable use restrictions in this Agreement; (3) arises from your breach of this Agreement; or (4) arises from your End Users' use of the Products.
b. Limitations. Our obligations in Section 5.a.(i). will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-TAM Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data or a Non-TAM Product, data, or business process; (iii) your use of a TAM trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.
c. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must:
(i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
d. Disclaimer of Damages. TAM SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION LOST DATA, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, EVEN IF TAM IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE THEORY OF LIABILITY.
e. Proprietary rights indemnity. In the event that the use of the Online Services or Software or any portion thereof as permitted hereunder is held to infringe or constitute wrongful use of any U.S. Proprietary Right and your right to use such Online Services or Software is enjoined by a court of competent jurisdiction, or if TAM, in its sole discretion, determines that such a claim is likely, TAM may, at its sole option and expense: (i) replace such Online Services or Software with equally suitable non-infringing hosting service; (ii) modify such Online Services or Software so that the use of the Online Services or Software by you as permitted hereunder ceases to be infringing or wrongful; (iii) procure for you the right to continue using the Online Services and Software as permitted hereunder; or (iv) if TAM determines in its sole discretion that none of the foregoing options are commercially reasonable, terminate the affected portion of the Subscription and pay to you a pro rata portion of the fee paid by you for the affected Online Services and Software, based upon a term of five (5) years, less any amounts owed by you to TAM. OTHER THAN AS EXPRESSLY STATED HEREIN, TAM SHALL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING OUT OF OR RELATED TO ANY ALLEGATION OR DETERMINATION THAT YOUR USE OF THE ONLINE SERVICES OR SOFTWARE AS PERMITTED HEREUNDER INFRINGES OR CONSTITUTES WRONGFUL USE OF ANY U.S. PROPRIETARY RIGHT OR ANY OTHER PROPRIETARY RIGHT. THIS SECTION STATES TAM'S SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS.
6. Limitation of liability.
a. Limitation. FOR ANY CLAIMS BY CLIENT AGAINST TAM, TAM'S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT PAID UNDER THIS AGREEMENT FOR THE ONLINE SERVICE DURING THE six (6) MONTHS BEFORE THE CAUSE OF ACTION AROSE; PROVIDED, THAT IN NO EVENT WILL TAM'S AGGREGATE LIABILITY FOR ANY ONLINE SERVICE EXCEED THE AMOUNT PAID FOR THAT ONLINE SERVICE DURING THE SUBSCRIPTION. FOR ANY CLAIMS BY TAM AGAINST CLIENT, CLIENT'S LIABILITY SHALL NOT BE LIMITED EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
b. EXCLUSION. TAM WILL NOT BE LIABLE FOR LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF TAM KNEW THEY WERE POSSIBLE OR REASONABLY FORESEEABLE. CLIENT SHALL REMAIN LIABLE FOR ALL SUCH DAMAGES CAUSED TO TAM.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law to limit TAM's liability to Client, but do not apply to: (1) the parties' obligations under Section 5; (2) violation of the other's intellectual property rights; (3) Client's payment obligations under this Agreement or any Order Form; or (4) Client's breach of the confidentiality, acceptable use, or other material provisions of this Agreement.
7. Miscellaneous.
a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to TAM must be sent to the following address:
9500 Bormet Drive, Suite 201
Mokena, IL 60448 USA
Notices to you will be sent to the address that you identify on your account as your contact for notices. TAM may send notices and other information to you by email or other electronic form.
b. License Transfers and Assignment. You may not assign this Agreement either in whole or in part or transfer licenses without TAM's prior written consent, which may be withheld in TAM's sole discretion. Any attempted assignment in violation of this provision shall be void. TAM may assign this Agreement or any rights hereunder without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
c. Severability. In the event any provision of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Agreement shall in any way be affected thereby.
d. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
e. No agency. This Agreement does not create an agency, partnership, or joint venture.
f. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
g. Applicable law and venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the parties agree to submit to personal jurisdiction in the State of Illinois. Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Illinois located in Will County or any federal court sitting in the Northern District of Illinois for purposes of any suit, action or other proceeding arising out of this Agreement. Client irrevocably waives any objection to venue in such courts and any claim that such courts are an inconvenient forum. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
h. Entire Agreement. This Agreement and the applicable Order Form(s) constitute the entire agreement concerning its subject matter and supersede any prior or concurrent communications, representations, or agreements, whether oral or written. In the case of a conflict between this Agreement and an Order Form, the terms will control in the following order of descending priority: (1) the applicable Order Form, and (2) this Agreement.
i. Survival. The rights and obligations of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
j. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
k. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this Agreement.
l. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Agreement on that entity's behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this Agreement.
m. Government customers. Government customers should consult with TAM prior to acceptance. By accepting this Agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.
n. Attorneys’ fees. In the event of a breach of this Agreement by either party hereto, the losing party agrees to reimburse the prevailing party for all costs, expenses and attorneys’ fees (including paralegal fees and costs of experts and consultants) incurred in enforcing the terms of this Agreement, whether or not litigation is commenced. If TAM prevails, Client shall also reimburse TAM for all internal costs and expenses, including employee time spent on the matter.
8. Definitions.
Any reference in this Agreement to "day" will be a calendar day.
"Acceptable Use Policy" means the acceptable use restrictions set forth in Section 1.b. of this Agreement.
"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.
"Customer Data" means all data, including all text, sound, video, or image files, and software, that you provide or are provided on your behalf for use with the Online Services. "Customer Solution" means any application, service, or product you create or make available that directly or indirectly uses or interacts with the Online Services.
"End User" means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
"Managed Service Solution" means a managed IT service you provide to a third party that consists of the administration of and support for TAM Azure Services.
"TAM Azure Services" means the specific Azure-based services described in the applicable Order Form.
"Offer Details" means the pricing, quantities, and related terms applicable to a Subscription offer, as specified in the applicable Order Form.
"Online Services" means any of the TAM-hosted services to which you subscribe under this Agreement.
"Product" means any Online Service (including any Software).
"Software" means TAM application related software we provide for installation on your device as part of your Subscription or to use with the Online Service to enable certain functionality.
"Subscription" means an enrollment for Online Services for a defined Term as specified in the applicable Order Form. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of this Agreement and the applicable Order Form(s).
"Term" means the duration of a Subscription (e.g., 30 days or 12 months).
