Microsoft Pre-Release Service Agreement
Last updated: December 2007
This is a contract between you (an individual or a business entity) and Microsoft Corporation. It covers your use of the pre-release version of Microsoft Online Services, Microsoft Business Productivity Online Services, Microsoft Administrative Center Online, Microsoft Online Communications Portal, Exchange Online, and Office SharePoint Online, as well as their associated software clients , including all updates, upgrades, support, and content related to the Service. We refer to these all as the “Service.”
You represent that you are at least 18 years of age or have attained the age of majority where you live, that you are a resident of the United States, and that all information you supply is true and correct.
You may only use the Service if you agree to these terms. If you do not agree, do not use the Service. This contract limits our liability and disclaims warranties for the Service to the maximum extent permitted by law. Please read these sections of the contract carefully.
2. Term
This contract will begin on the date you accept it and terminate when we release the commercial version of the Service.
· comply with all laws,
· comply with any codes of conduct or other notices we provide,
· comply with the Microsoft Anti-spam Policy,
· keep your password secret, and
· Promptly notify us if you learn of a security breach related to the Service or any unauthorized use of the Service.
You May Not:
· use the online service in a way that is against the law;
· use the online service in a way that could harm it or impair anyone else’s use of it;
· use the online service to try to gain unauthorized access to any service, data, account or network by any means;
· authorize any third party to access or use the online service on your behalf;
· use any automated process or service to access or use the online service such as a BOT, a spider or periodic caching of information stored by Microsoft;
· falsify any email header information (e.g., “spoofing”); or
· use the online service to make available any offering designed to violate these terms (e.g., enable sending of spam, enable denial of service attacks, etc.).
6. How We May Change This Contract
Microsoft may change this contract at any time without notice. If we make a material change to this contract, we will notify you at least 30 days before the change takes place. If you are accepting this Agreement on behalf of a business entity, it is your responsibility to provide this information to the individual users of the Service. If you do not agree to the change, you must cancel and stop using the Service before the change takes place. If you do not stop using the Service, your continued use of the Service will be under the changed contract.
7. You Are Responsible for Backing up Your Data
You are responsible for maintaining and backing up your data that you create, use and store with the Service. Upon termination or cancellation of the Service by you or us for any reason, Microsoft may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.
8. Changes to the Service; Cancellation or Termination
· By Microsoft. We may change the Service at any time and for any reason without notice. We may cancel or suspend your Service or a portion of your Service at any time and for any reason without notice, including if you violate the terms of this contract. If we do, your right to use the Service and any associated software will stop right away.
· By You. You may stop using the Service at any time for any reason.
· Data. Upon termination or cancellation of the Service by you or us for any reason, Microsoft may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.
· Waiver of rights and obligations. To the extent necessary to implement the termination of this contract, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this contract.
Microsoft reserves the right to establish limits on the Service. For example, we may limit the availability of this pre-release Service, the number of users that can sign up for the Service, and the size and number of files transferred during a session.
10. Pre-release Service
You acknowledge that the Service is a pre-release version. It may not work the way a final version of the Service will. We may change it for the final, commercial version. We may not release a commercial version. We also reserve the right to change the pre-release Service at any time without advance notice to you.
12. Microsoft Does Not Have Editorial Control
· Content. Microsoft, you and third parties may be able to post or store materials, including data, documents, information, advertisements, communications, messages and links to third party Web sites (“content”) on the Service. The Service may include publicly accessible areas, such as a community bulletin board service, shared calendar or other public area that allows you to communicate with others (“public areas of the Service”). It also includes areas of the Service to which you can control access by others, such as shared work sites on Microsoft servers (“private areas of the Service”).
· Intellectual property rights. Microsoft does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. You understand that sharing content that violates others’ copyrights and intellectual property rights violates this contract. You represent and warrant that the use and publication of the content by you and others does not violate the intellectual property rights of any third party. You understand that Microsoft may remove content at any time without notice when the content violates this contract or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.
· Public areas of the Service. You agree to post content and use public areas of the Service in accordance with this contract. You understand that Microsoft does not control or endorse the content that you and others post in public areas of the Service. Microsoft doesn’t claim ownership of content that you and others post or provide. By posting or otherwise providing content in public areas of the Service, you are granting to the public free, unlimited worldwide and perpetual permission to
o use, modify, copy, distribute and display the content in connection with the Service, and
o publish your name with the content.
You also give the public permission to grant these rights to others. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law. Microsoft will not pay you for content you post on public areas of the Service. This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.
· Private areas of the Service. You agree to use private areas of the Service in accordance with this contract and any other notices that we provide. You must be a current account holder for a service that gives you access to private areas of the Service or an associated account holder authorized to access private areas of the Service. You understand that certain technical processing of content may be required to
o store and retrieve the content,
o conform to connecting networks’ technical requirements, or
o Conform to the limitations of the Service.
· Links to third-party Web sites. The Service or content that is displayed through the Service may contain links to third-party Web sites. These third-party Web sites are not under Microsoft’s control. If Microsoft has included these links in the Service, we provide them to you as a convenience only. The inclusion of any third party links is not an endorsement by Microsoft of any third-party Web site, service or product. Microsoft reserves the right to disable links to any third-party Web site that you or other customers post in the Service.
13. Privacy
· Access and Disclosure. In order to operate, provide and improve the Service, we collect certain information about you. We use and protect that information as described in the Privacy Statement . In particular, we may access or disclose information about you, including the content of your communications, in order to
o comply with the law or respond to lawful requests or legal process,
o protect the rights or property of Microsoft or our customers, including the enforcement of our agreements or policies governing your use of the services, or
o act when we believe, in good faith, that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers or the public.
You consent to the access and disclosures outlined in this section.
• Transfer of personal information. Personal information collected through the service may be stored and processed in the United States or any other country or region in which Microsoft or its affiliates, subsidiaries, or agents maintain facilities. By using the service, you consent to any such transfer of information outside of your country or region. Microsoft abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union. You may read more about transfers of this data in the Privacy Statement.
• Performance and usage data. In order to provide you the service and improve on it, we may collect certain information about service performance, your computer and your service use. We may automatically upload this information from your computer. This data will not personally identify you, except as described in the Privacy Statement.
• Filtering technology. We may use technology or other means to protect the service, protect our customers, or stop you from breaching this contract. Examples include filtering to stop spam and viruses or increase security. These means may hinder your use of the service.
• Pre-Release Communications. As a pre-release Service, you consent that the contact information you provide during this registration process may be used to contact you regarding your account, specifically including to discuss your opinion on the Service, and to discuss continuing your account after commercial release. For more information about how Microsoft handles your personal information during the Pre-Release period, please see our Privacy Statement.
14. Software
· Use. If you receive software from us as part of the Service, your use of that software is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, then we grant you the right to use the software only for the use of the Service as authorized under this contract and only on that number of computers stated in your Service offer. We reserve all other rights to the software. Unless we notify you otherwise, your right to use the software ends when your right to use the Service terminates or expires, and you must promptly uninstall the software. We may disable the software after the date the Service ends without notice to you.
· Documentation. You may copy and use any documentation provided with the software for your internal reference purposes.
· Update. We may automatically check your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the Service.
· Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This contract only gives you some rights to use the software. Microsoft reserves all other rights. You will not disassemble, decompile, or reverse engineer any software included in the Service, except and only to the extent that the law expressly permits this activity.
· Export Laws. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
15. Materials that Microsoft Licenses To You
· Media Elements and Templates. You may have access to media images, clip art, animations, sounds, music, shapes, video clips and templates (“media elements”) associated with the Service. If so, you may copy and use the media elements, and display them, along with your modifications as part of your software products, including your web sites, but you may not (i) sell, license or distribute copies of the media elements by themselves or as part of any collection, or product if the primary value of the product is in the media elements; (ii) grant customers of your product any rights to license or distribute the media elements; (iii) license or distribute any of the media elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, entity, or activity; or (iv) create obscene or scandalous works, as defined by law at the time the work is created, using the media elements.
If you obtain media elements and templates from the Microsoft Office Online Web site (or successor site), you may use them only if you have a valid license to a Microsoft Office suite or one of its programs or a Microsoft software product that includes Microsoft Clip Gallery or Microsoft Clip Organizer.
· Documents. You may have access to information on the Service such as white papers, knowledge-base articles, datasheets and FAQs ("documents"). You may use the documents only for internal purposes only. You may not copy, distribute, modify or make derivative works of the documents. Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.
· Limitations. The license grant to use media elements, templates and documents provided with the Service does not include a license to the design or layout of the Service or any Microsoft owned, operated, licensed or controlled Web site. You should not copy or retransmit any logo, graphic, sound or image from the Service, unless Microsoft expressly permits it. Microsoft and its suppliers do not warrant or guarantee that the media elements, templates and documents are accurate and suitable for your purposes. Their inclusion with the Service is not an endorsement of them by Microsoft. Nothing available from the Service is intended to be professional advice, including but not limited to, investment, tax or legal advice.
16. Intellectual Property Rights
Microsoft retains all right, title and interest in and to the Service, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights. Microsoft reserves all rights not expressly granted. This contract does not grant or imply any rights to any Microsoft trademarks, trade names or logos.
17. Windows Live™ ID
We may provide you with Windows Live ID credentials to use with the Service. Windows Live ID is a multi-purpose authentication Web service that makes it easy for you to sign in to Web sites. You may not use any software or hardware that reduces the number of users directly accessing or using Windows Live ID (sometimes called "multiplexing" or "pooling" software or hardware). You are solely responsible for any dealings with third parties (including advertisers) that support Windows Live ID, including the delivery and payment for goods and services. This contract applies to you whenever you access or use Windows Live ID credentials. When you use Windows Live ID to gain access to any site or service, the terms and conditions for that site or service may also apply to you. Please refer to the terms of use for each site or service that you visit.
18. Feedback
If you give feedback about the Service to Microsoft, you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that includes the feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because we include your feedback in them. These rights survive this contract.
19. Our Notices to You; Your Notices to Us
This contract is in electronic form. We have promised to send you certain information in connection with the Service and we have the right to send you this information in electronic form. There may be other information about the Service that the law requires us to send to you. We may send this information to you in electronic form.
We may provide required information to you by e-mail at the e-mail address you specified when you signed into the Service.
Notices will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Service, you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the Service.
You may give Microsoft written notices as described in your Welcome Kit.
20. No Warranty
Microsoft makes no guarantee about the reliability and accuracy of the Service or the results obtained from the Service. You understand that the security mechanisms in the Service have inherent limitations and that you are responsible for determining that the Service meets your needs.
We provide the Service “as-is,” “with all faults” and “as available.” You bear the risk of using it. The Microsoft Parties give no express warranties, guarantees or conditions. You may have additional rights under your local laws that this contract cannot change. To the extent permitted by law, the Microsoft Parties exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.
21. Liability Limitation; Your Exclusive Remedy
You can recover from the Microsoft parties only direct damages up to an amount equal to your service charge for one month or the equivalent of $5 USD (whichever is greater). To the extent permitted by law, you cannot recover any other damages from the Microsoft parties, including consequential, lost profit, special, indirect or incidental damages.
This limitation applies to anything related to:
• the Service,
• content (including code) on third party Web sites, third party programs or third party conduct,
• viruses or other disabling features that affect your access to or use of the Service or your software and/or hardware,
• incompatibility between the Service and other services, software and hardware,
• delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner, and
• claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.
It also applies even if
· this remedy does not fully compensate you for any losses, or fails of its essential purpose, or
· Microsoft knew or should have known about the possibility of the damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.
22. Claim Must Be Filed Within One Year
To the extent permitted by law, any claim related to this contract or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This section applies to you and your successors. It also applies to Microsoft and its successors and assigns.
23. Indemnity
You agree to defend, indemnify and hold the Microsoft Parties harmless from and against any and all claims, losses, liability, costs and expenses (including attorneys' fees) arising from your use of the Service, violation of this contract or violation of any third-party's rights.
24. Microsoft Company, Applicable Law and Place for Resolving Disputes
Microsoft company with which you are contracting:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
United States
Applicable law and place for resolving disputes:
Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this contract.
25. Contract Interpretation
All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This contract, together with any other notices we provide, is the entire contract between Microsoft and you regarding the Service. It supersedes any other contract or statements related to the Service. If you have confidentiality obligations related to the Service, those obligations remain in force. The section titles in the contract do not limit the other terms of this contract.
26. Assignment
Microsoft may assign this contract, in whole or part, at any time without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt to do so is void. Instead, you may cancel your Service. The other party may then establish a Service account and enter into a contract with us.
27. Force Majeure
Microsoft will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes or acts of God.
28. Precedence: (“If your employer is a Customer and has an existing written agreement with Microsoft (“Written Agreement”), the Written Agreement will govern (and will be deemed to supersede the applicable terms of this Agreement) solely to the extent of any conflict between this Agreement and the Written Agreement.”
29. Notices
Copyright Notice
All contents of the Service are Copyright © 2007 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, Washington 98052-6399 U.S.A. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the Services.
Respect Copyright
Please respect the rights of artists and creators. Content such as music, photos and video may be protected by copyright. People appearing in content may have a right to control use of their image. You may not share other people’s content unless you own the rights, have permission from the owner, or such sharing is otherwise legal.
Notices and Procedure for Making Claims of Copyright Infringement
Under Title 17, United States Code, Section 512(c) (2), notifications of claimed copyright infringement should be sent to service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtInfrg.htm.
Trademark Notice
Microsoft is a registered trademark of Microsoft Corporation. Trademark information is available at http://www.microsoft.com/about/legal/intellectualproperty/trademarks/default.mspx. Any rights not expressly granted are reserved.
Notices and Procedures for Making Claims of Copyright Infringement
Under Title 17, United States Code, Section 512 (c) (2), notifications of claimed copyright infringement should be sent to our Designated Agent. All inquiries not relevant to the following procedure will not receive a response. See Notice and Procedure for Making Claims of Copyright Infringement.