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applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes <br />that arise on the distribution or provision of Products by Customer to its Affiliates. Microsoft shall be <br />responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on <br />income or profits or taxes on its property ownership. <br />If any taxes are required to be withheld on payments to Microsoft, Customer may deduct such taxes <br />from the amount owed and pay them to the appropriate taxing authority, but only if Customer <br />promptly provides Microsoft an official receipt for those withholdings and other documents <br />reasonably requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure <br />that any taxes withheld are minimized to the extent possible under applicable law. <br />9. Miscellaneous. <br />a. Partners. Customer may authorize a Partner to place orders on Customer's behalf and manage <br />Customer's purchases by associating the Partner with a Purchasing Account. Partners and other third <br />parties are not agents of Microsoft and are not authorized to enter into any agreement with <br />Customer on behalf of Microsoft. Microsoft may pay some Partners and other third parties for their <br />services related to Customer purchases. The fees Microsoft pays depend upon several factors, <br />including the number and types of licenses ordered. <br />b. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for <br />their performance, subject to the terms of this Agreement. <br />c. Microsoft as independent contractor. The parties are independent contractors. Customer and <br />Microsoft each may develop products independently without using the other's Confidential <br />Information. <br />d. Notices. Notices to Microsoft must be sent to the address listed on the applicable registration or <br />Supplemental Agreement. Notices must be in writing and will be treated as delivered on the date <br />shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide <br />information to Customer about upcoming ordering deadlines, services and subscription information <br />in electronic form, including by email, to contacts provided by Customer under the Purchasing <br />Account registration or other documents or sites. Emails will be treated as delivered on the <br />transmission date. <br />e. Agreement not exclusive. Customer is free to enter into agreements to license, use, or promote <br />non -Microsoft products or services. <br />f. Order of precedence. In the case of a conflict between any documents in this Agreement that is not <br />expressly resolved in those documents, their terms will control in the following order of descending <br />priority: (1) these General Terms, (2) any Professional Services Terms: (3) any Purchasing Account <br />registration, (4) any Supplemental Agreement, (5) the Licensing Manual, (6) the Product Terms, (7) <br />the Online Services Terms, (S) orders submitted under this Agreement, and (9) any other documents <br />in this Agreement. Terms in an amendment control over the amended document and any prior <br />amendments concerning the same subject matter. <br />g. Amendments. Any amendment to this Agreement or any Supplemental Agreement must be <br />executed by both parties, except that Microsoft may change the Product Terms, Use Rights and <br />Licensing Manual from time to time, subject to the terms of this Agreement. Any additional or <br />conflicting terms and conditions contained in Customer's or a Partner's purchase order are <br />expressly rejected and will not apply. Microsoft may require Customer to sign a new agreement or <br />an amendment to an existing agreement before processing a new order or accepting a Purchasing <br />Account registration. <br />h. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other <br />party in writing of the assignment. Any other proposed assignment of this Agreement must be <br />approved by the non -assigning parry in writing. Assignment will not relieve the assigning party of <br />its obligations under the assigned Agreement. Any attempted assignment without required approval <br />will be void. <br />MPSA May 2016 (ENG) Page 6 of 9 <br />