MICROSOFT SPLA END USER LICENSE TERMS
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by (hereinafter referred to as “Customer”). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use
the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the
following terms and conditions, which Customer does not have authority to vary, alter, or amend.
1. DEFINITIONS.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products. “Device”
means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server
or other electronic device. “End User” means an individual or legal entity that obtains Software Services directly from Customer,
or indirectly through a Software Services Reseller. “Redistribution Software” means the software described in Paragraph 4 (“Use
of Redistribution Software”) below. “Software Services” means services that Customer provides to you that make available,
display, run, access, or otherwise interact, directly or indirectly, with the Products. Customer must provide these services from
data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether
or not Customer receives a fee. Software Services exclude any services involving installation of a Product directly on any End
User device to permit an End User to interact with the Product.
2. OWNERSHIP OF PRODUCTS.
The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft
Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not
limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned
by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices
that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well
as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of
the Products or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE.
You may use the Client Software installed on your Devices only in accordance with your agreement with Customer and the terms
under this document, and only in connection with the Software Services, provided to you by Customer. The terms of this
document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented
in electronic form during the installation and/or use of the Client Software.
4. USE OF REDISTRIBUTION SOFTWARE.
In connection with the SoftwareServices provided to you by Customer, you may have access to certain “sample,”
“redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution
Software”). YOU MAY NOT USE, MODIFY, COPY, INSTALL AND/OR DISTRIBUTE ANY CLIENT SOFTWARE AND/OR
REDISTRIBUTION SOFTWARE. Microsoft does not permit you to use any Redistribution Software unless you expressly agree
to and comply with such additional terms, as provided to you by Customer.
5. COPIES.
You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your
Device as expressly authorized by Customer; and (b) you may make copies of certain Redistribution Software in accordance with
Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software
upon termination or cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your Device
to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.
You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such activity.
7. NO RENTAL.
You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not
permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the
functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement
between you and Customer.
8. TERMINATION.
Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these
terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer’s agreement with
Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the
Products and all of their component parts within thirty (30) days of the termination of your agreement with Customer.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT.
Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its
suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any
warranties and liabilities are provided solely by Customer and not by Microsoft, its affiliates or subsidiaries.
10. PRODUCT SUPPORT.
Any support for the Software Services is provided to you by Customer or a third party on Customer’s behalf and is not provided
by Microsoft, its suppliers, affiliates or subsidiaries.
11. NOT FAULT TOLERANT.
The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the
Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or
to severe physical or environmental damage (“High Risk Use”).
12. EXPORT RESTRICTIONS.
The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export
Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination
restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
13. LIABILITY FOR BREACH.
In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft
for any breach of these terms and conditions.
14. INFORMATION DISCLOSURE.
You must permit Customer to disclose any information requested by Microsoft under the Customer’s Agreement. Microsoft will
be an intended third party beneficiary of your agreement with Customer, with the right to enforce provisions of your agreement
with Customer and to verify your compliance.
SPLA2013EndUserLicenseTerms(WW)(ENG)(Oct2013)