Laserfiche WebLink
e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach <br />by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has <br />ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - <br />appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - <br />appropriation of funds, then the Enrolled Affiliate will have the following options: <br />(i) It may immediately pay the total remaining amount due, including all installments, in which <br />case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or <br />(ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate <br />will have perpetual Licenses for: <br />1) all copies of Products (including the latest version of Products ordered under SA <br />coverage in the current term) for which payment has been made in full, and <br />2) the number of copies of Products it has ordered (including the latest version of <br />Products ordered under Software Assurance coverage in current term) that is <br />proportional to the total of installment payments paid versus total amounts due (paid <br />and payable) if the early termination had not occurred. <br />(iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have <br />the following options: <br />1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in <br />the section of the Enrollment titled "Buy-out option," provided that Microsoft receives <br />the buy-out order for those Licenses within,O days after Enrolled Affiliate provides <br />notice of termination. <br />2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out <br />option, Microsoft will issue Enrolled Affiliate a credit for any amount paid in advance <br />for Subscription Licenses that the Enterprise will not be able to use to do the <br />termination of the Enrollment . <br />Nothing in this section shall affec rpetuaual�License �rfgIfits acqui edit er m a separate <br />agreement or in a prior term of the terminated Enrollment. <br />f. Effect of termination or expiration. When an Enrollment expires or is terminated, <br />(i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has <br />not previously submitted an order. Any and all unpaid payments for any order of any kind <br />Tremain due and payable. Except as provided in the subsection titled "Early termination," all <br />`unpaid payments for Licenses immediately become due and payable. <br />(ii) Enrolled Affiliate's right to Software Assurance benefit der this Agreement ends if it <br />does not renew Software Assurance. <br />g. Modification or termination of an Online Servide f atory reasons. Microsoft may <br />modify or terminate an Online Service where t ny current or future government <br />requirement or obligation that: (1) subjects Micr o o any regulation or requirement not <br />generally applicable to businesses operatin jurisdiction; (2) presents a hardship for <br />Microsoft to continue operating the On 'nece without modification; and/or (3) causes <br />Microsoft to believe these terms or td n ice may conflict with any such requirement <br />or obligation. <br />h. Program updates. Microsoft m mak hanges to this program that will make it necessary <br />for Customer and its Enrolled 9if s to enter into new agreements and Enrollments at the <br />time of an Enrollment renewal. /\ <br />EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 6 of 11 <br />Document X20-10211 <br />128 <br />