Microsoft Online Services Agreement
for
MICROSOFT DYNAMICS LIFECYCLE SERVICES
Last Updated: June 2015
AGREEMENT BETWEEN YOU AND MICROSOFT FOR ONLINE SERVICES � Please read carefully
This Online Services Agreement (�Agreement�) is a contract between the legal entity you represent (�Customer�) and Microsoft Corporation (or, based on where Customer�s business is located, one of its Affiliates) (�Microsoft�). �It consists of and incorporates by reference: (1) the General Terms; (2) each Online Services Addendum; (3) the Policies; and (4) the Privacy Statement.�
BY INDICATING ACCEPTANCE IN THE ONLINE SERVICES� USER INTERFACE OR BY REGISTERING FOR, ACTIVATING, OR USING THE ONLINE SERVICES, YOU (THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON CUSTOMER�S BEHALF) WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND BIND CUSTOMER TO IT.� By registering for, activating, or using the Online Services, Customer is ratifying this acceptance. Customer cannot use Online Services if it does not agree to the terms of this Agreement.
Whenever accessing or using Online Services, Customer and its Permitted Users (defined below) will comply with this Agreement. �Unless explicitly stated otherwise, any new features to the Online Services, or any new Online Service that Customer subsequently registers for, activates, or uses, will be subject to this Agreement.
Part I. GENERAL TERMS
The General Terms apply to all Online Services and include disclaimers of warranties, limitations on remedies, indemnification obligations, and limit refunds. Please read them closely.
1. DEFINITIONS.
�Acceptable Use Policy� or �AUP� means Microsoft�s then-current policy that identifies activities Customer is prohibited from doing with the Online Services. The current Acceptable Use Policy is located at: https://lcs.dynamics.com/Logon/AcceptableUsePolicy.
�Affiliate� means any legal entity that a Party owns, that owns a Party, or that is under its common ownership. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.� If Customer�s organization is an agency of a state, provincial, or local government, "Affiliate" means: (A) any government agency, department, office, instrumentality, division, unit, or other entity, of Customer�s state, provincial, or local government that supervises, is supervised by, is under common supervision with, or is part of, Customer�s organization; (B) any county, borough, commonwealth, city, municipality, town(ship), special purpose district, or other similar type of governmental entity established by the laws of, and located within the jurisdiction and geographic boundaries of, Customer�s state or province; and (C) any other entity in Customer�s state or province expressly authorized by applicable laws to purchase under state or provincial contracts; although, for this definition, a state or province and its Affiliates will not be considered Affiliates of the federal government or its Affiliates, and provincial Crown corporations are not Affiliates. If Customer�s organization is a U.S. government agency, "Affiliate" means any U.S. government agency. If Customer�s organization is a Canadian government agency, "Affiliate" means any other Canadian government agency, except a federal Crown corporation.
�Cancellation, Suspension, and De-provision Policy� or �CSD Policy� means the then-current Microsoft policy that sets forth Customer�s right to cancel Online Services, Microsoft�s rights to suspend or de-provision Online Services, and the Parties� duties on cancellation, suspension, or de-provision of Online Services. The current CSD Policy is located at: https://lcs.dynamics.com/Logon/CancelSuspDepro.
�Channel Partner� means a reseller of Dynamics Software or Online Services who has a current distribution, reseller, or other channel agreement with Microsoft.
�Customer Add-On Solution� means any software (online, offline, web-based, or otherwise), hardware, website, or service (e.g., online, implementation, customization, or consulting) created or provided by or on behalf of Customer or any third party.
�Customer Data� means all: (A) data, including all code, images, text or sound files, content, or other materials, that Customer or its Permitted Users Share with an Online Service; and (B) documents or files created by Customer through its use of the Online Services or any Tools/Utilities. Customer Data excludes the Online Services, Dynamics Software, and Tools/Utilities.
�Dynamics Software� means the Microsoft Dynamics technology that Microsoft makes generally available separately as on-premises software or a web-based service for deployment using the Online Services. Dynamics Software excludes the Online Services and Tools/Utilities.
�End User� means any Person that acquires a license, subscription, or other right to use Dynamics Software for its own use and not to resell, redistribute, use for commercial hosting, or other similar purposes.
�Feedback� means all comments, suggestions, or feedback about any Online Service, Microsoft software (including the Dynamics Software), or Tools/Utilities that Customer (including its Permitted Users) provides to Microsoft.
�License Agreement� means Microsoft�s software license terms, if any, that accompany or are included with any Dynamics Software, Tools/Utilities, or other Microsoft software that Microsoft makes available with any Online Service.
�Maintenance/Support Plan� means Microsoft�s agreement for maintenance or technical support service program that entitles: (A) Channel Partners to receive a certain number of technical support incidents, advisory hours, or other benefits in relation to reselling Dynamics Software (including such programs currently known as Premier, Premier Essentials, Software Assurance (SA), or other support program(s) or any successors); or (B) End Users to receive updates, upgrades, new versions, or other benefits in relation to any Dynamics Software (including maintenance programs currently known as Business Ready Enhancement Plan (BREP), Business Readiness Advantage Program (BRAP), Business Ready Advantage Program Plus (BRAP Plus), Software Assurance (SA), or such other maintenance program(s) or any successors).
�Microsoft Azure Services� means one or more of the Microsoft services and features identified at https://azure.microsoft.com/en-us/services, except where identified as licensed separately.
�Microsoft Azure Subscription� means an enrollment for the Microsoft Azure Services.
�Microsoft�s System� means the computers, servers, networking equipment, and computing environment from which Microsoft hosts or otherwise provides (or has hosted or provided on Microsoft�s behalf) the Online Services.
�Online Service(s)� mean the Microsoft hosted online services known as Microsoft Dynamics Lifecycle Services (or any successor thereto) that Microsoft provides under this Agreement, including any offline components, additions, updates, upgrades, revisions, or enhancements.
�Online Service Account ID� means the credentials that Customer or its Permitted Users must use to authenticate Customer�s Online Service instance to Microsoft�s System, such as a Microsoft account (formerly known as Windows LiveID), a Microsoft organization ID, or credentials for Customer�s VOICE account.
�Online Services Addendum� means any addendum to the Agreement that includes additional terms that apply to a particular Online Service.
�Online Service Credentials� means the Online Service Account ID and any other credentials or tokens that Microsoft assigns to Customer to access or use Online Services.
�Online Services Portal� means the websites where Microsoft publishes information about the Online Services.
�Online Services Requirements� means the credentials, conditions, and criteria that Customer (or any Permitted User) must satisfy to access or use the Online Services. The Online Services Requirements consist of: (A) a validly licensed version of or current subscription to, or a current and valid agreement with Microsoft to resell licenses or subscriptions to, the applicable Dynamics Software or Online Services, depending on whether Customer is a Channel Partner or End User; (B) valid Online Service Credentials; (C) a current and valid Maintenance/Support Plan; and (D) such other requirements as specified in the Online Services Portal.
�Party� means Microsoft or Customer (or Customer�s Registered Affiliate, if applicable). �Parties� means, collectively, Microsoft and Customer (or Customer�s Registered Affiliate, if applicable).
�Permitted User� means any Person: (A) Customer authorizes to access and use any Online Services (in whole or in part) or any Customer Data hosted in the Online Services; and (B) has not been removed as a Permitted User.� Permitted Users may include Customer�s employees, consultants, contractors, agents, or others (including Microsoft, when providing services to Customer) acting on Customer�s behalf.
�Person� means any natural person, and any corporation, partnership, joint venture, organization, limited liability company, or other legal entity recognized in any jurisdiction in the world.
�Policies� means the various policies, guidelines, and other Online Services terms (excluding the Online Service Addenda and Privacy Statement) that Microsoft references in this Agreement or, displays, links to, or otherwise includes on the Online Services Portal.� The AUP and the CSD Policy are examples of Policies.
�Preview� means any beta, technical preview, or other pre-release version or feature of the Online Services or Dynamics Software that Microsoft has not yet made commercially available and which Microsoft offers to obtain Feedback.
�Privacy Statement� means the then-current privacy statement for Online Services. The current privacy statement is located at: https://go.microsoft.com/fwlink/?LinkId=282371.
�Registered Affiliate� means any Affiliate of Customer to whom the SA grants rights to access, use, administer, or manage any Online Services.
�Reports� means the results or information that both: (A) Customer derives from any Customer Data through use of the Online Services or any Tools/Utilities; and (B) Customer can print.
�Security Breach� means any unlawful access to any Customer Data stored on Microsoft�s System, or unauthorized access to such system that results in loss, disclosure, or alteration of Customer Data.
�Service Administrator� or �SA� means the Person(s) (e.g., employees or third parties) Customer authorizes to set-up and manage any Online Services for Customer and act on Customer�s behalf. The SA is a Permitted User.
�Share� means to submit, upload, post, publish, transmit, display, or otherwise make data, information, or content available on or through Online Services.
�Tools/Utilities� means web-based tools, utilities, or applications Microsoft makes available for use with (but are not part of) the Online Services. Third-party materials linked or referenced from Online Services are not Tools/Utilities.
2.1������ Initiating the Online Services.
2.1.1 Service Credentials. Customer (through its Permitted Users and the SA) will secure, and is solely responsible for all activities that occur under, its Online Service Credentials. �Microsoft will not be liable for any loss resulting from an unauthorized Person using the Online Service Credentials. �Customer, however, may be held liable for losses incurred by Microsoft or any third party due to an unauthorized Person using Customer�s Online Service Credentials.
2.1.2 �Service Requirements. Customer must satisfy the Online Service Requirements to activate the Online Services. �Before granting Customer access to Online Services, Microsoft may validate the Online Service Requirements, including by verifying whether Customer has a current Maintenance/Support Plan. Customer will cease using Online Services if it is or becomes non-compliant with Online Service Requirements, which Microsoft may re-check periodically and will use reasonable efforts to notify the SA of non-compliance. �Microsoft may suspend or de-provision Customer�s use of the Online Services, without notice, at any time if Customer is non-compliant. Customer may be denied access to and use of Online Services (including Customer Data and Customer Add-On Solutions), and its license to any Microsoft software or Tool/Utility that Customer or its Permitted Users obtained through Online Services may be suspended, until such non-compliance is corrected.
2.1.3 Accuracy. Customer may be asked for certain organizational information as part of signing up for the Online Services. Customer will, within 30 days, update any information it provides (or was provided on its behalf) to Microsoft that is or has become inaccurate, incomplete, or outdated. �If Customer�s contact information is materially inaccurate, false, or fraudulent, Microsoft may suspend or de-provision Customer�s use of Online Services.
2.1.4 Permitted Users. The SA will: (A) ensure that Permitted Users (other than Microsoft) meet the Online Service Requirements; (B) authorize Microsoft to grant Permitted Users access to some or all Online Services; (C) authorize Permitted Users to access and use portions of Online Services, as permitted by those services; and (D) restrict access, as it deems appropriate, to certain features or functions of Online Services that Microsoft otherwise makes available as part of that service, including Customer Add-On Solutions. Customer may add Permitted Users to, or remove them from, an Online Service (in whole or in part, if permitted by the Online Service). Microsoft does not grant Permitted Users any rights to access or use the Online Services.
2.1.4.1 Microsoft as a Permitted User. If Customer designates Microsoft as a Permitted User, then, until such time as Customer removes Microsoft as a Permitted User, Customer is deemed to have granted Microsoft a license to access and use Customer�s Online Services workspaces and content on the same terms on which Microsoft grants Customer the right to access and use the Online Services under Section 3.1.� If Customer requires a Microsoft Permitted User to agree to a Permitted User TOU (defined in Section 2.1.4.2) to gain access to or use of Customer�s applicable Online Services instances, workspaces, or content, the Permitted User TOU is deemed rejected and will not bind or apply to Microsoft, even if Microsoft has manifested acceptance.� Notwithstanding anything in this Agreement to the contrary, Microsoft (not Customer or its Registered Affiliates) is liable for Microsoft�s actions as a Permitted User, subject to all liability limitations and exclusions under this Agreement.
2.1.4.2 Non-Microsoft Permitted Users. For all other Permitted Users, each Permitted User�s access rights are whatever rights Customer elects to grant, subject to the extent of Customer�s rights. Customer may require non-Microsoft Permitted Users to agree to written or electronic terms applicable to such Permitted User�s access to and use of Customer�s applicable Online Services instances, workspaces, and content (�Permitted User TOU �).� Any Permitted User TOU will require the Permitted User to agree at least that: (i) the Permitted User TOU is solely between Customer and the applicable Permitted User, and Microsoft is not liable in any way under the Permitted User TOU or for the actions, or failures to act, of Customer, Permitted User, or any third-party agent of either; and (ii) any dispute regarding Permitted User�s intellectual property, including Customer�s use of it at any time or in any context, is solely between Customer and Permitted User. �Microsoft may rely on information or instructions provided by any Permitted User (other than Microsoft personnel).
2.1.5 Registered Affiliates. By having a SA register for or activate the Online Services for a Registered Affiliate, Customer is deemed to have accepted this Agreement on behalf of such Registered Affiliate, and such Registered Affiliate will be bound by all terms of this Agreement (and any applicable License Agreement) applicable to Customer (which terms will be deemed to apply to the Registered Affiliate).� By using any Online Service, such Registered Affiliate is ratifying its acceptance.
2.1.6 Preview Releases. Microsoft may periodically elect to make Previews available. If Customer uses (or attempts to use) any Preview that Microsoft makes available, the terms in the Online Services Addendum pertaining to Previews will apply.� Microsoft will clearly mark Previews as such with a �beta�, �pre-release�, preview, or similar designation.
2.2������ Service Limits.
2.2.1 Usage Limits and Unauthorized Use. The Online Services may include limits as specified in the applicable Online Services Addendum or the Online Services Portal. �Customer is solely responsible for monitoring its use of the Online Services and for any misuse. �Customer and its SA will use commercially reasonable efforts to prevent unauthorized access to or use of Online Services under the Online Service Account IDs of Customer and its Permitted Users. Customer will notify Microsoft immediately of any known or suspected unauthorized access or use, or any breach of security or misuse, of the Online Services under such Online Service Account IDs.� Microsoft may take such action as it deems appropriate, including suspending or de-provisioning access to, or use of, any Online Services for inappropriate use of such services.� Use of any Online Service Account ID is subject to the agreement Customer or its Permitted Users accepted when the Online Service Account ID was created.
2.2.2 Access and Delays. The Online Services do not include Internet access. Customer must provide: (A) its own Internet access and pay any associated service fees; and (B) all equipment necessary for it to connect to the Internet. The Online Services may be subject to limitations, delays, and other problems inherent in using the Internet and electronic communications. Microsoft is not liable for any Online Service interruptions (e.g., power outages, delays, system failures or interruptions, delivery failures) or damages (e.g., loss of data, modifications, personalized settings, etc.) related to such problems.
2.2.3 Scheduled Downtime. Microsoft may schedule periodic interruptions to Online Services for system maintenance or upgrades (�Scheduled Downtime�). Microsoft will make commercially reasonable efforts to provide Customer with advance notification of Scheduled Downtime. Customer and its Permitted Users will not be able to access or use the Online Services or any Customer Add-On Solution during Scheduled Downtime, and such lack of access is deemed not to breach this Agreement.
2.3������ Azure Services.� The Online Services, Customer Add-On Solutions, and Customer Data are hosted on the Microsoft Azure Services.� Customer will not be able to access or use the Online Services in any geographic region in which Microsoft does not make Microsoft Azure Services generally commercially available.� Use of and access to certain Online Services (e.g., LCS Solutions and Cloud Hosted Environment) require Customer to provide their Microsoft Azure Subscription details.� Customer�s use of the Microsoft Azure Services is subject to the terms of use located at https://azure.microsoft.com/en-us/support/legal/ (�Azure Terms�).� Company is deemed to have agreed to the Azure Terms by using or accessing any Online Service that requires Customer to specify their Microsoft Azure Subscription information.
3. CUSTOMER�S RIGHTS TO USE THE ONLINE SERVICES.
3.1������ License. Subject to the terms and conditions of this Agreement, Microsoft hereby grants to Customer (and its Permitted Users) a limited, non-transferable, non-exclusive, revocable license under Microsoft�s copyrights to access and use the Online Services during the Term.� Customer may use the Online Services only in accordance with this Agreement.�
3.2������ Tools/Utilities. Customer may need to download and install certain Tools/Utilities to use some capabilities or functionalities available through the Online Services. Tools/Utilities will be governed by the License Agreement that accompanies or is included with them.� Customer is not licensed to use any Tool/Utility accompanied by a License Agreement until it accepts the License Agreement. If there is no such License Agreement, then, subject to Customer�s compliance with the limitations and restrictions of this Agreement, Microsoft grants Customer a non-exclusive, royalty-free, revocable license under its copyrights to access and use the Tools/Utilities, solely in the geographies where the Online Service for such Tools/Utilities are provided and solely with the Online Services. Customer will not disassemble, decompile, or reverse engineer any Tool/Utility, except and only to the extent that the law expressly permits despite this limitation. Customer�s right to use a Tool/Utility ends on the earlier of: (A) the end of Customer�s right to use the Online Service through or in connection with which the Tool/Utility was provided; or (B) an update to the Online Service no longer includes or supports the Tool/Utility. �Microsoft may disable a Tool/Utility after Customer�s right to use it ends.� Customer may copy and use any documentation provided with the Tool/Utility for its internal reference purposes.
3.3������ Reservation. �As between Microsoft and Customer, Microsoft solely owns the Online Services, Dynamics Software and Tools/Utilities.� �The Online Services, Dynamics Software, and Tools/Utilities are licensed, not sold. �Microsoft reserves all rights not expressly granted in this Agreement.� Except for the licenses granted in Section 3.1 and 3.2, no other rights (including implied licenses, rights, or covenants) are granted by implication, estoppel, or otherwise.
3.4������ Third-Party Materials; Notices. �The Online Services may include third-party materials (e.g., documentation or code) that Microsoft or its suppliers license to Customer under this Agreement.� Notices, if any, for any third-party materials are included for information only. For more information, see the Third-Party Notice section on the legal page of the Online Services Portal.
3.5������ Feedback. Customer (and its Permitted Users, as applicable) irrevocably assigns to Microsoft all right, title, and interest in and to any Feedback, even if Customer or its Permitted Users designated the Feedback as confidential, and will provide Microsoft with any assistance it may require to document, perfect, and maintain its rights in Feedback. Microsoft and its Affiliates will be entitled to use the Feedback without restriction.
4. ORDERING ONLINE SERVICES.
4.1������ Ordering. Customer may order the Online Services via any means Microsoft makes available for ordering, including through its Channel Partners.� Pricing and payment terms may be available through the Online Services Portal or, in some cases, through the channel where Customer orders its Maintenance/Support Plan. If Customer orders any fee-based Online Service from a Channel Partner, the Channel Partner, not Microsoft, will invoice Customer (although termination of Customer�s relationship with its Channel Partner does not relieve Customer of its obligation to pay fees for Online Services when due).
4.2������ Charges. �The Online Services include those Microsoft makes available for no charge and those Microsoft charges for or may make available as part of a Maintenance/Support Plan.� If there is a charge for an Online Service, Customer will pay it.� The price stated for any Online Service excludes all applicable taxes and currency exchange settlements, unless stated otherwise; Customer will pay such taxes or other charges.�� Microsoft may, in its discretion, change the fees for the Online Services, including by charging for an Online Service previously provided for free or as part of another service and ceasing charges for a previously fee-based Online Service. Microsoft will provide at least 90 days� notice if it: (A) raises the price of any Online Service; or (B) starts charging for an Online Service previously provided for free.� If Customer does not agree to a price change, it must cancel and stop using the Online Services before the price change takes effect.� If there is a fixed term and price for an Online Service, that price will remain in force for the term.
5. CUSTOMER DATA.
5.1������ Sharing with Microsoft. Customer may Share, store, process, access, or query Customer Data for use in relation to the Online Services. Microsoft is not liable in any way for the accuracy, quality, integrity, or legality of Customer Data or the means by which it is acquired.� Customer will secure rights in Customer Data necessary for Microsoft to provide the Online Services without violating any third-party rights, or otherwise obligating Microsoft to Customer or any third party.� Microsoft: (A) does not own, control, or endorse any Customer Data; (B) is not liable for such Customer Data, including any errors or omissions; and (C) is not responsible for the SA�s or other Permitted Users� decisions regarding use of any Customer Add-on Solution or Customer Data. When Customer or Permitted Users submit Customer Data for use with any Online Service that enables communication or collaboration with third parties, those third parties may be able to: (X) use, copy, distribute, display, publish, and modify Customer Data; (Y) publish Customer name in connection with Customer Data; and (Z) facilitate others� ability to do the same.
5.2������ Microsoft�s Rights to Use. By Sharing any Customer Data with the Online Services, Customer (and its Permitted Users) hereby grants to Microsoft a non-exclusive, worldwide, royalty-free, irrevocable, license, with rights to sublicense, to use, reproduce, modify, adapt, transform, reformat, excerpt, aggregate, translate, publish, host, display, perform, broadcast, or transmit Customer Data in any form, media or technology now know or developed in the future to provide the Online Services, which provision may include preventing, detecting, and repairing current and evolving problems with the Online Services� operation (e.g., malware, spam, security), improving features, providing analytics, and other actions to support, repair, or improve Customer�s use of or experience with the Online Services, the Dynamics Software, or the Tools/Utilities.
5.3������ Ownership. As between Customer and Microsoft and subject to the license granted to Microsoft, Customer retains all of its right, title, and interest in Customer Data.
5.4������ Privacy.� Microsoft will handle Customer Data according to the terms in this Agreement and the Privacy Statement.
5.5������ Security Breaches. On learning of a Security Breach, Microsoft will: (A) investigate and take reasonable steps to address the cause; and (B) notify the SA of it, including by providing reasonably detailed information for the SA to evaluate its appropriate response.� Customer will notify its data subjects, customers, and any other parties as required by applicable law and regulation.� Microsoft will not communicate or correspond with, or notify, Customer�s data subjects regarding a Security Breach without first notifying and coordinating with the SA, as Microsoft deems appropriate, except as required by applicable law. �Microsoft will use reasonable attempts to notify the SA, if allowed, before engaging with government or regulatory agencies about a Security Breach.� A data breach related to a Customer Add-On Solution that is not also a Security Breach of an Online Service is not a �Security Breach� under this Agreement.� Microsoft�s duty to report a Security Breach under this Section 5.6 is not and will not be construed as an admission by Microsoft of fault or liability.
6. DEALINGS WITH THIRD PARTIES.
6.1������ Third Party Implementers. �If the Online Services allow, Customer may use a third party (e.g., a Channel Partner) to implement certain of the Online Services or Dynamics Software, or provide Customer Add-On Solutions or third-party services with the Online Services.
6.2������ Customer Add-On Solutions. Parts of the Online Services may work with or allow Customer to make and use Customer Add-On Solutions. �By using any Customer Add-On Solutions, Customer grants Microsoft all rights necessary to use the Customer Add-On Solutions with the Online Services as Customer directs. �Microsoft does not accept, and expressly rejects, any separate license or agreement that purports to apply to any Customer Add-On Solution. �Microsoft is not responsible for any liability or harm arising from use of any Customer Add-On Solution or any access enabled or requested by a Permitted User.
6.2.1 Ownership. Subject to Section 6.2, Microsoft obtains no rights of any kind from Customer under this Agreement in or to any Customer Add-On Solutions Shared with any Online Services, including any intellectual property rights that may subsist in such Customer Add-On Solutions.
6.2.2 Acknowledgment. Microsoft is not responsible for any problems arising from any Customer Add-On Solution.� Microsoft makes no, and disclaims all, representations, warranties, guarantees, or assurances regarding any Customer Add-On Solution, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, title, and any warranties arising out of course of dealing or usage of trade. �Without limiting the above, Microsoft does not warrant that Customer Add-On Solutions: (A) are suitable for Customer�s business; (B) will operate with any Online Services, Dynamics Software, or Tool/Utility; or (C) will work with any update, upgrade, or new version of the Online Services that Microsoft may provide.� Microsoft does not provide, and is not responsible for, any support, maintenance, update, upgrade, or other servicing for any implementation or configuration provided by any third party or for any Customer Add-On Solution.
6.3������ Linked Websites. Any third-party scripts or code linked to or referenced from the Online Services are licensed to Customer by such third parties, not by Microsoft. Microsoft may link to third-party websites through the Online Services or the Online Services Portal. The linked sites are not under Microsoft�s control and not reviewed by Microsoft.� Microsoft is not responsible for their content (e.g., products, services, or transmissions available on or through them, links to other sites on them, etc.) or any changes to them.� The links are provided only as a convenience and inclusion of a link is not an endorsement by Microsoft.� �Third-party websites are subject to the terms and privacy statement of the third-party provider.
7. CANCELING, SUSPENDING, DE-PROVISIONING, DISCONTINUING OR DEPRECATING.
7.1������ Canceling, Suspending, or De-provisioning. �Customer (including its SA) may cancel some or all Online Services on notice to Microsoft under the CSD Policy.� Microsoft may suspend or de-provision some or all Online Services on notice to Customer under the CSD Policy.� Microsoft�s right to suspend or de-provision Customer�s (including any Permitted User�s) right to access or use the Online Services is in addition to its right to terminate this Agreement under Section 8.2 or discontinue or deprecate any Online Service (including any feature or functionality of an Online Service) under Section 7.2.
7.2������ Discontinuing or Deprecating. Microsoft may, when issuing any updates, fixes, or new releases for a given Online Service, discontinue or deprecate any previously-existing feature or functionality (in whole or in part) of that Online Service.� In addition, Microsoft may discontinue (i.e., stop providing) an Online Service in its entirety. �Discontinuation or deprecation of existing features, functionality, or an Online Service will be conducted in accordance with the support lifecycle policy for the Online Services.
8. TERM AND TERMINATION.
8.1������ Term. �For Customer, the term of this Agreement (�Agreement Term�) begins on the earliest date when Customer or its signatory agrees to be bound as described in the first paragraph of this Agreement. �For each Registered Affiliate, the Agreement Term begins on the earliest date such Registered Affiliate is subscribed to, accesses, or uses the Online Service.� The Agreement Term will continue until terminated under this Agreement.
8.2������ Termination. �Either Party may terminate the Agreement on 30 days� prior written notice to the other.� This Agreement will terminate automatically if all Online Services are canceled, de-provisioned, or discontinued.� Further, if this Agreement is terminated with respect to Customer for any reason, it will automatically terminate with respect to all Registered Affiliates and Permitted Users.
8.3������ Survival. The following sections will survive termination of the Agreement: 1 (Definitions), 3.3 (Reservation), 3.5 (Feedback), 5.4 (Ownership), 8.3 (Survival), 9 (Warranties and Disclaimers), 10 (Microsoft�s Defense of Infringement Claims), 11 (Customer�s Defense of Claims), 12 (Limitations on Liability), and 13 (General).
9. WARRANTIES AND DISCLAIMERS.
9.1 By Customer. �Customer continuously represents and warrants to Microsoft, including with respect to each Online Service activated for Customer, that: (A) the individual accepting this Agreement has the legal authority to do so; (B) it will not use the Online Services for any purpose that is unlawful or prohibited by this Agreement, that violates third-party rights, or that purports to subject Microsoft to any obligations outside of this Agreement; (C) it is authorized to register for or activate Online Services for each Registered Affiliate and to bind all Registered Affiliates to this Agreement; (D) it has all rights necessary to grant the licenses granted under this Agreement; (E) it has or will obtain and maintain all necessary rights to Customer Data and any other data, software programs, or services (including any Modifications or Customer Add-On Solutions) it uses in connection with the Online Services; and (F) Microsoft�s use of any Customer Data and exercise of the rights or licenses granted under this Agreement does not and will not infringe or misappropriate the intellectual property or other proprietary rights of any third party or otherwise violate any law.
9.2 Disclaimer. The Online Services, any Online Services Portal, the Dynamics Software, Microsoft�s System, Tools/Utilities, and any technology, materials, or information provided by Microsoft or its suppliers in connection with the Online Services are provided �as is�, �with all faults,� and �as available� without any warranty. �Microsoft disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, title, and any warranties arising out of any course of dealing or usage of trade. These disclaimers will apply unless otherwise required by applicable law.
9.3 High Risk Activities. Microsoft, on behalf of itself and its suppliers, disclaims any express or implied warranty of fitness of the Online Services for high risk activities, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems.
10. MICROSOFT�S DEFENSE OF INFRINGEMENT CLAIMS.
10.1 Duty. Subject to Sections 10.1 and 10.3 , Microsoft will defend Customer against any claim made by an unaffiliated third party that alleges any Online Service, as provided by Microsoft and used in accordance with this Agreement, infringes that party�s patent, copyright, or trademark or makes intentional unlawful use of its trade secret (�Microsoft Indemnified Claim�). Microsoft will also pay any resulting adverse final judgment for a Microsoft Indemnified Claim (or settlement to which Microsoft consents).
10.2 Process. Customer will notify Microsoft promptly in writing of a Microsoft Indemnified Claim and give Microsoft control over defense and settlement, although Customer may participate in the defense at its own expense. Customer will also provide Microsoft with reasonable assistance to defend any Microsoft Indemnified Claim, at Microsoft�s reasonable request and expense.
10.3 Limitations. Microsoft�s obligations under this Section 10 will not apply to the extent the Microsoft Indemnified Claim, adverse final judgment, or settlement is based on: (A) any Customer Data, Customer Add-On Solutions, links to third party websites, or any non-Microsoft materials; (B) Customer�s (including its Permitted Users�) use of any Online Service after Microsoft provides Customer with notice to stop using the Online Service due to a third party claim if such damages would not have accrued but for the continued use; (C) Customer�s combination of any Online Service with any code or materials not provided by, or on behalf of, Microsoft, to the extent the claim arises from the combination; (D) damages attributable to the value of the use of any Microsoft software other than the Dynamics Software or any non-Microsoft software, product, service, data, or business process; (E) Customer�s use of any of Microsoft�s trademark(s) without Microsoft�s express written consent; (F) Customer�s use of any Preview in a production environment; (G) Customer�s use of the Online Services in a manner that violates this Agreement to the extent the claim arises from the violation; or (H) allegations that Customer acquired a trade secret: (1) through improper means; (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) from a Person (other than Microsoft) who owed the third-party claimant a duty to maintain the secrecy or limit the use of the trade secret. Customer will reimburse Microsoft for any costs or damages that result from any of the above actions.
10.4 Specific Rights and Remedies.
10.4.1 Possible Infringement. If Microsoft receives information concerning a Microsoft Indemnified Claim, Microsoft may, at its expense, but without obligation, either: (A) procure for Customer the right to continue using the allegedly infringing Online Service; (B) modify the Online Service to make it non-infringing; or (C) replace the Online Service with a non-infringing functional equivalent. Customer will immediately stop using the allegedly infringing Online Service after receiving Microsoft�s notice.
10.4.2 Injunction. If, as a result of a Microsoft Indemnified Claim, use of an Online Service is enjoined by a court of competent jurisdiction, Microsoft will, at its option: (A) procure for Customer the right to continue using the Online Service; (B) replace the Online Service with a non-infringing functional equivalent; (C) modify the Online Service to make it non-infringing; or (D) if, after commercially reasonable efforts, Microsoft cannot resolve the issue under the foregoing clauses (A) through (C), de-provision the infringing Online Service pursuant to the Cancellation, Suspension, and De-provision Policy, terminate the license granted under Sections 3.1 and 3.2, and refund any amounts paid in advance by Customer for any unused Online Service.
10.4.3� Exclusive Remedy. This Section 10 states Customer�s (and its Registered Affiliates�) exclusive remedy and Microsoft�s sole duty with regard to any Microsoft Indemnified Claim (to the extent Microsoft does not breach this Section 10).
11. CUSTOMER�S DEFENSE OF CLAIMS.
11.1 Duty. �Subject to Section 11.2, Customer and its Registered Affiliates will defend Microsoft and its Affiliates against any claim made by an unaffiliated third party (� Customer Indemnified Claim�) that: (A) alleges Customer Data, Customer Add-On Solutions, Modifications, other non-Microsoft content, or Customer�s or its Registered Affiliates� (including Permitted Users�) use of Online Services (excluding only claims for which Microsoft is obligated to defend and pay under Section 10.1 ) infringes the third party�s patent, copyright, or trademark or makes intentional unlawful use of its trade secret; (B) if true as alleged, reflects a breach by Customer or its Registered Affiliates of this Agreement; or (C) relates to any dispute of any kind or nature between Customer and a non-Microsoft Permitted User, whether arising under or related to a Permitted User TOU or otherwise. Customer and its Registered Affiliates will also pay any resulting adverse final judgment for a Customer Indemnified Claim (or settlement to which Customer or its applicable Registered Affiliates consent).
11.2 Process. Microsoft will notify Customer promptly in writing of a Customer Indemnified Claim and give Customer control over defense and settlement, although Microsoft may participate in the defense at its own expense. Customer will not, however, without Microsoft�s express, prior, written consent (not unreasonably withheld), acquiesce to any judgment or enter into any settlement that adversely affects Microsoft�s rights or interests or obligates Microsoft to pay any sums not fully paid by Customer under this Section 11.2. Microsoft will also provide Customer with reasonable assistance to defend any Customer Indemnified Claim, at Customer�s reasonable request and expense.
11.3 Exclusive Remedy. This Section 11 states Microsoft�s exclusive remedy and Customer�s sole duty, with regard to any Customer Indemnified Claim (to the extent Customer does not breach this Section 11).
12. LIMITATIONS ON LIABILITY.
12.1 Liability Cap. Subject to Section 12.3 and to the extent permitted by applicable law: (A) the total liability of each Party to the other for any given claim related to this Agreement is limited to direct damages incurred in reasonable reliance in an amount not to exceed the total fees paid or payable by Customer for the Online Services giving rise to the claim in the 12-months before it arose; and (B) the total aggregate liability of each Party to the other for all claims related to this Agreement is limited to direct damages incurred in reasonable reliance in an amount not to exceed the total fees paid or payable by Customer for the Online Services during the Term. �For any Online Services provided free of charge, and any Previews, Microsoft�s liability is limited to US$3,000.� These limitations apply whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other theory. For clarity, Microsoft has no liability whatsoever under any Permitted User TOU between Customer and any non-Microsoft Permitted User.
12.2 Excluded Damages. To the extent permitted by applicable law, whatever the legal basis for the claim, neither Party, nor any of its Affiliates, suppliers, or contractors, will be liable for any indirect damages (including consequential, special, punitive, or incidental damages, or damages for lost profits or revenues, business interruption, or loss of business information) arising under or related to this Agreement, even if advised such damages were possible or if the possibility was reasonably foreseeable.
12.3 Applicability. The limitations in Section 12.1 and exclusions in Section 12.2 will not apply to: (A) violation or misappropriation of the other Party�s intellectual property rights; (B) duties under, or breach of, Sections 10 or 11, but solely to the extent damages agreed to in a settlement or awarded in an adverse final judgment are payable or awarded to the third-party claimant; (C) Customer�s duty to pay fees for Online Services; (D) damages attributable to the gross negligence or willful misconduct of a Party or its agents (in jurisdictions that do not recognize a legal distinction between �gross negligence� and �negligence�, �gross negligence� will mean �recklessness�); and (E) damages arising from bodily injury or death caused by a Party�s negligence or that of its employees or agents, or from fraud.
12.4 Comparative Fault. Neither Party nor its Affiliates will be responsible for any damages to the extent caused by the error, negligence, or fault of the other or such other�s agents or Customer�s Permitted Users.
12.5 Liability for Others. Customer and its Registered Affiliates will be jointly and severally liable for any use of Online Services, or any actions taken or omitted (including with regard to Customer Add-On Solutions or Customer Data), by any Permitted User (other than Microsoft) to which Customer provides access to Online Services or by any Registered Affiliate. Actions or failures to act of any Permitted User (other than Microsoft) related to Online Services will be imputed to Customer.� Microsoft is not liable in any way, or for any claim, related to Customer�s interactions with third parties or third-party website related to Online Services, or for the actions of any third party acting on Customer�s behalf.
13.1 Changes. Microsoft may periodically change this Agreement. �When changes are made, Microsoft will revise the �Last Updated� date and post the revised document on the Online Services Portal. �Before changes become effective, Customer must cancel at least the specific Online Services affected by the change if Customer does not agree to the changes.� By continuing to access, use, or receive the Online Services after such a change is posted, Customer agrees to be bound by the changed Agreement.
13.2 Availability.� The Online Services are made generally available and intended for use only by organizations with business operations domiciled in the countries specified in the applicable Online Services Addendum or the Online Services Portal. �Microsoft makes no representation that Online Services are appropriate or available for use in other locations. �If Customer accesses or uses an Online Service from outside the country specified in the applicable Online Services Addendum or the Online Services Portal, Customer does so at its own risk and is solely responsible for compliance with all applicable laws of all applicable countries.
13.3 Applicable Law. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. �The Online Services and Dynamics Software are protected by copyright and other intellectual property rights laws and international treaties.� If Customer registers for, activates, or uses Online Services from its business operations in the following locales, then:
13.3.1 United States. Washington state law governs this Agreement and claims for breach of it, regardless of conflict of laws principles. The laws of the state where Customer is domiciled govern all other claims, including under state consumer protection laws, unfair competition laws, and in tort.
13.3.2 Canada. The laws of the province where Customer is domiciled govern this Agreement, claims for breach of it, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.
13.3.3 Other Regions. The laws of that country apply.
13.4 Venue and Jurisdiction. The exclusive venue for any action related to this Agreement and brought by: (A) Microsoft will be in the federal or state courts with jurisdiction over where Customer has its headquarters; and (B) Customer will be in the federal or state courts with jurisdiction over where Microsoft has its headquarters. The Parties consent to the exclusive venue and jurisdiction of such courts.� This Section 13.4 does not prevent either Party from seeking injunctive relief for a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.� If Customer is an entity of the federal, state, or local government, this Section 13.4 does not apply and jurisdiction and venue are determined by applicable law.
13.5 Disputes. Before either Party (or any of its personnel) files a claim or suit with a federal or state agency, court, or other public forum, it will provide 60 days� prior written notice to the other and, within such 60-day period (or longer, if extended by the Parties� mutual agreement), the Parties� authorized representatives will meet (or confer by telephone) at least once in good faith to try to resolve the perceived dispute.
13.6 Time to Bring Claim. Any claim against Microsoft, its Affiliates, or suppliers related to any Online Services must commence within one year after the claim accrues. Otherwise, it is permanently barred.
13.7 Attorneys� Fees. In any dispute related to this Agreement, the prevailing Party, including on any appeal, will be entitled to recover its reasonable attorneys� fees, costs, and expenses.
13.8 Severability. �If any part of this Agreement is held to be unenforceable, it will be deemed replaced by an enforceable section that matches the intent of the original language as closely as possible. The rest of this Agreement will continue in full force and effect.
13.9 Precedence. �If there is a conflict in the documents in this Agreement that is not resolved expressly by their terms, any document earlier in the following list will control over conflicting terms in any document later in the list: (A) General Terms;(B) Online Services Addendum;(C) Policies; and (D) Privacy Statement.
13.10 Assignment. Microsoft may assign this Agreement, in whole or part, at any time without notice. Customer may not assign this Agreement, or any rights or duties under it, without Microsoft�s prior, written consent. Any attempted assignment by Customer without such consent is void.
13.11 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
13.12 Relationship. The Parties are independent contractors.� Customer and its Registered Affiliates and Permitted Users will not represent themselves as representatives, agents, or employees of Microsoft. This Agreement does not create a joint venture, partnership, agency, fiduciary, or employment relationship.
13.13 Suppliers and Channel Partners. Microsoft, its suppliers, and Channel Partners are independent entities, and Microsoft is neither liable for nor bound by any acts of such third parties.� �Channel Partner� refers solely to a marketing relationship with the applicable third party and does not indicate that Microsoft is a legal partner of, or in any other relationship with, such third party.
13.14 Language. Any translation of the English-language version of this Agreement that Microsoft may provide is for convenience only and the English-language version will govern. If Customer is domiciled in Canada, it is the Parties� express wish that this Agreement and any associated documentation be executed in English. C�est la volont� expresse des parties que la pr�sente convention ainsi que les documents qui s�y rattachent soient r�dig�s en anglais.
13.15 Compliance with Law. The Online Services are subject to U.S. export jurisdiction. Customer will 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, related to its access to, or use, import, or export of, Online Services. For additional information regarding import and export, see https://www.azure.cn/zh-cn/support/legal/.
13.16 Support. Microsoft provides support for Online Services as described at https://www.dynamicsonline.com/ or any successor. �Microsoft does not provide support services for any Customer Add-On Solutions, other non-Microsoft materials, sample code, Online Services accessed or used from outside the country specified in the applicable Online Services Addendum or Online Services Portal, or for any Preview. �If you need to contact Microsoft about Online Services, visit https://www.dynamicsonline.com/ .
13.17 Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. �Any waiver must be in writing and signed by an authorized representative of the waiving Party.
13.18 Notices. Notices made under this Agreement will be provided as follows:
13.18.1� To Customer. Except as otherwise expressly stated in this Agreement, Microsoft�s notices that relate generally to the Online Services (e.g., Policy updates, etc.) will be posted on the Online Services Portal or other designated location. Microsoft�s notices specifically to Customer (e.g., notices of breach, suspension, or de-provision of an Online Service) will be provided to Customer by email to the address Microsoft received during registration for the Online Services or in any updated email address Microsoft received as part of any update of Customer�s information pursuant to Section 2.1.3. �It is Customer�s responsibility to keep its email address current. Customer will be deemed to have received any email sent to any such email address, upon Microsoft sending the email, whether or not Customer actually received the email.
13.18.2 To Microsoft. All notices to Microsoft related to this Agreement: (i) must be in writing (excluding email), sent to the address immediately below; and (ii) will be deemed given when actually received by the Microsoft recipient below. Communications in the ordinary course of using the Online Services (which do not include any notices related to payment, breach, or any claims) may be sent by email and legal counsel need not be copied.
Microsoft Corporation
Attn: Legal and Corporate Affairs, MBS
One Microsoft Way, Redmond, WA 98052
or via Facsimile: (425) 936-7329
13.19 Interpretation. This Agreement will be interpreted according to its plain meaning without presuming that it should favor either Party. �Unless stated or context requires otherwise: (A) all internal references are to this Agreement, its Parties, and its Addenda; (B) all monetary amounts are expressed and, if applicable, payable, in U.S. dollars; (C) �days� means calendar days; (D) �may� means that the applicable Party has a right, but not a concomitant duty; (E) �partner,� if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership; (F) �notify� means to give notice as provided in (and �notice� means a notice that complies with) Section 14.18 , as applicable; (G) �current� or �currently� means �as of the Effective Date� but �then-current� means the present time when the applicable right is exercised or performance rendered or measured; (H) URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at such URLs; (I) lists of examples following �including�, �e.g.�, �such as�, �excludes�, �for example�, or similar words are deemed to include �without limitation�; and (J) �or� means �and/or� (i.e., �a or b� is interpreted to mean �a, or b, or both a and b�); and (K) a Party�s choices under this Agreement are in its sole discretion.
13.20 Entire Agreement. This Agreement constitutes the entire agreement between Customer and Microsoft with respect to the Online Services and it supersedes all prior or contemporaneous communications and proposals (electronic, oral, or written) between Customer and Microsoft regarding its subject matter.
PART II: ONLINE SERVICES ADDENDA
The Online Services Addenda are applicable only to the specific Online Services that Customer registers for, activates, or uses. Click on the Online Services Addendum name below to view the specific terms and guidelines for that Online Service.
|
� � Online Services Addendum for Previews
� Online Services Addendum for Cloud Powered Support Services
Online Services Addendum for Channel Partners
|
|
|
Online Services Addendum for Previews Last Updated: June 2015 This Online Services Addendum for Previews (�Preview Online Services Addendum�) is an addendum to that certain Microsoft Online Services Agreement for Microsoft Dynamics Lifecycle Services (�Agreement�). This Preview Online Services Addendum applies only to Previews.� By registering for, activating, or otherwise using a Preview, Customer (and any Registered Affiliate that Customer enables) agrees to the terms of this Preview Online Services Addendum, which is a part of and incorporated by reference into the Agreement.� This Preview Online Services Addendum is in addition to, and not intended to be in lieu of, any terms in the Agreement.� This Preview Online Services Addendum may be modified by Microsoft at any time in accordance with the procedures in the Agreement. Capitalized terms not defined in this Preview Online Service Addendum are defined in the rest of the Agreement. 1.� PREVIEWS RELEASES 1.1������ Previews. �The Previews are provided solely as a convenience for general information purposes only and are not for use in a production or �live operating� environment. �Microsoft has no responsibility to protect, nor liability for breach or loss of, Customer Data if Customer uses any Preview in a production environment.� Microsoft may change or discontinue Previews at any time without notice.� Certain features may be missing or disabled and the Previews may contain bugs or other errors that could cause them not to function correctly or in the manner that a commercial version, if any, may function.� Customer is responsible for evaluating the Previews and any reports or output available with or generated from the Previews.�� 1.2������ Preview Updates. ��Microsoft may in its sole discretion, but is not obligated to, provide updates, supplements or additional features, functionality or materials to any Preview at any time.� In addition, Microsoft may, from time to time, automatically update any Preview that Customer or its Permitted Users use (�Updates�) to update, enhance and further develop the Previews.� If Microsoft provides an Update, Customer agrees to accept such Update.� This Preview Online Services Addendum (as it may be updated from time to time) will apply to such Updates unless other terms accompany that Update (e.g., a License Agreement for a Tool/Utility), in which case, those terms apply. 1.3������ No Assurance of Commercial Services. ��In choosing to use a Preview, Customer is not relying on Microsoft delivering any future functionality or features, or on comments of any kind regarding the Preview or product roadmap.� Microsoft may significantly change a Preview for the final, commercial version, if any, or Microsoft may decide not to release a commercial version.� Although Previews are available at no charge, if Microsoft decides to release a commercial version, the commercial version may be either subject to a fee or free of charge. �A commercial version of the Preview, if any, would be subject to the General Terms of the Agreement or a separate agreement. 1.4������ Preview Limits. ��Previews may include limits on the number of Permitted Users who may access or use the services, the number of environments or data collection uploads available for a Preview, or such other limitations as specified in the Preview offer details.�� 1.5��������� Preview Features and Privacy Choice.� Some Preview attributes may result in Permitted Users on an account being able to view personal data of other users without notice, permission, logging or reporting.� Some privacy enhancing features present in Microsoft's commercial versions of services may be disabled for the Pre-Release Online Services. Previews may employ lesser or different security, compliance, and privacy commitments than those present in Microsoft's commercial services or expected to be present in future commercial versions, if any, of the Preview, as further described in the Privacy Statement and any additional notices provided with the Preview.� Without limiting the foregoing, security disclosures or independent security certifications applicable to commercial services do not apply to the Pre-Release Online Services. 1.6������ Support. ��Microsoft has no obligation to provide technical support for Previews.� If Microsoft provides any technical support, information for such support can be found on the Preview offer details. 2. CONFIDENTIALITY 2.1������ Treatment of Confidential Information. �Previews (including their user interface, features and characteristics, documentation, and the Microsoft�s Systems), Customer�s participation in any Preview program, the details of any Preview offering, and the terms of this Preview Online Services Addendum are Microsoft�s Confidential Information.� Customer Data is Confidential Information of Customer. �For government customers, this section is subject to the requirements of applicable trade secret, public records, or similar laws. 2.2������ Treatment of Confidential Information �� 2.2.1��� Disclosure. Microsoft and Customer will (A) not disclose the other party�s Confidential Information to any third party, except as expressly permitted under Section 2.2.3; and (B) use and disclose the other�s Confidential Information only for purposes of the business relationship contemplated under this Agreement. 2.2.2��� Security Precautions. Microsoft and Customer will:� (A) take reasonable steps to protect the other�s Confidential Information, which steps must be at least as protective as those it takes to protect its own Confidential Information; (B) notify the other promptly upon discovery of any unauthorized use or disclosure of confidential Information; and (C) cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. 2.2.3��� Sharing Confidential Information with Others. Either Microsoft or Customer may disclose the other�s Confidential Information to its representatives (specifically, an employee, contractor, advisor or consultant of either party or one of either party�s respective affiliates) only if those representatives have a need to know about it for purposes of the business relationship between Microsoft and Customer.� Before disclosing the other party�s Confidential Information to a representative, Microsoft or Customer, as applicable, will (A) ensure that each such representative is required to protect the Confidential Information on terms consistent with this Agreement; and (B) accept responsibility for their representatives� use of the Confidential Information. Each party is responsible for (i) any unauthorized use or disclosure by a representative; and (ii) the representatives� compliance with this Section 3. Either Microsoft or Customer may disclose the other�s Confidential Information to Permitted Users to the extent permitted by the Services. 2.2.4��� No Restriction on Work Assignments. Neither Microsoft nor Customer is required to restrict work assignments of its representatives who have had access to Confidential Information.� Neither Microsoft nor Customer can control the incoming information the other will disclose in the course of using the Services, or what its representatives will remember, even without notes or other aids.� Use of information in representatives� unaided memories in the development or deployment of either party�s products or services does not create liability under this Agreement or trade secret law and each of Microsoft and Customer agree to limit what it discloses to the other accordingly. 2.2.5��� Disclosing Confidential Information if Required by Law. Each of Microsoft and Customer may disclose the other�s Confidential Information if required to comply with a court order or other government demand that has the force of law.� Before doing so, each of Microsoft and Customer must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 2.3������ Length of Confidentiality Obligation. Except as permitted in this Section 2, neither Microsoft nor Customer will use or disclose the other�s Confidential Information for five years after the later of the following occurs: (A) Customer�s initial use of the Preview; (B) Customer shares Confidential Information with Microsoft; or (C) the commercial release, if any, of a given Preview. 3.�������� INDEMNITY.�� Customer will, at its expense and Microsoft�s request, defend any claim or action brought by a third party against Microsoft, or Microsoft�s Affiliates, subsidiaries, directors, officers, employees, agents or independent contractors, to the extent it is based upon a claim concerning Customer�s (or its Permitted Users�) use of the Online Service in a production environment (all such claims or actions being collectively referred to hereinafter as �claims�), and Customer will indemnify and hold harmless Microsoft from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to any claims.� Microsoft will:� (A) provide Customer reasonably prompt notice in writing of any claims and permit Customer, through counsel chosen by Customer, to answer and defend such claims; and (B) provide the entity defending such claim information, assistance and authority, at Customer�s expense, to help defend such claims.� Customer will not be responsible for any settlement made by Microsoft without Customer�s written permission, which permission will not be unreasonably withheld, delayed, or conditioned.� Customer will consult with Microsoft on the choice of any counsel under this Section 3.� Customer may not settle any claims on Microsoft�s behalf without first obtaining Microsoft�s written permission, which permission will not be unreasonably withheld, delayed, or conditioned.� In the event Customer and Microsoft agree to settle any claims, neither party will disclose the terms of such settlement without first obtaining the other party�s written permission. |
|
|
|
|
Online Services Addendum for Cloud Powered Support Services
Last Updated: June 2015
This Online Services Addendum (�Online Services Addendum�) is an addendum to that certain Microsoft Online Services Agreement for Microsoft Dynamics Lifecycle Services (�Agreement�).
This Online Services Addendum applies only to the Microsoft Dynamics Lifecycle Services Cloud Powered Support Service (�Online Service�).� By registering for, activating, or otherwise using this Online Service, Customer (and any Registered Affiliate that Customer enables for the Online Service) agrees to the terms of this Online Services Addendum, which is a part of and incorporated by reference into the Agreement. This Online Services Addendum is in addition to, and not intended to be in lieu of, any terms in the Agreement.� This Online Services Addendum may be modified by Microsoft at any time in accordance with the procedures in the Agreement. �Capitalized terms not defined in this Online Services Addendum are defined in the rest of the Agreement.�
1. ONLINE SERVICE OVERVIEW.
2. TERM OF ONLINE SERVICE ADDENDUM.
2.1������ Term. The term of this Online Service Addendum, will begin on the date the Online Service is activated and will continue until it is cancelled by Customer or suspended or de-provisioned by Microsoft, all pursuant to the Cancellation, Suspension and De-provision Policy, or terminated as provided in the Agreement.
2.2������ Ending the Online Service. The duties of the Parties on any cancellation, suspension or de-provision of the Online Service are stated in the Cancellation, Suspension and De-Provision Policy.
Channel Partner Online Services Addendum
Last Updated: June 2015
This Online Services Addendum (�Online Services Addendum�) is an addendum to that certain Microsoft Online Services Agreement for Microsoft Dynamics Lifecycle Services (�Agreement�).
If Customer is a Channel Partner, by uploading or otherwise providing any Customer Add-On Solution for use in, through, or in connection with the Online Services or the Azure Marketplace located at: https://azure.microsoft.com/en-us/marketplace/ (or any successor thereto), Customer is deemed to have agreed to the additional terms in this Online Services Addendum and the Microsoft Azure Marketplace Terms.� These terms are in addition to, and not intended to be in lieu of, any terms in the Agreement or the Microsoft Azure Marketplace Terms. �This Online Services Addendum may be modified by Microsoft at any time in accordance with the procedures in the Agreement. �Capitalized terms not defined in this Online Services Addendum are defined in the rest of the Agreement.
1.�������� ACKNOWLEDGEMENTS AND WAIVER.
1.1������ Background. Customer acknowledges that the Online Services currently allow an End User: (A) to designate only one entity at a time as its Channel Partner; and (B) to change such Channel Partner from one entity to another, in such End User�s sole discretion, at any time and from time to time. �Customer further acknowledges that if an End User is using a Customer Add-On Solution provided by Customer, and such End User changes its Channel Partner to a third-party entity, then (W) Customer will no longer have access to such End User�s applicable projects or the copies of Customer�s Customer Add-On Solutions embedded in such End User�s projects; (X) such End User will continue to have access to Customer�s Customer Add-On Solution(s), and, if such End User designates a new third-party entity as its Channel Partner, such third-party entity will have access to Customer�s Customer Add-On Solution(s) embedded in such End User�s projects, which will give such third-party entity access to Customer�s intellectual property in such Customer Add-On Solution(s); (Y) if Customer wishes to protect its intellectual property rights, it must do so in its Permitted User TOU or other valid contract that it enters into separately with the applicable End User for the Customer Add-On Solution (e.g., by requiring contractually that the End User delete the Customer Add-On Solution before it changes Channel Partners); and (Z) Microsoft has no responsibility or liability whatsoever to protect Customer�s intellectual property rights, including any such rights in the Customer Add-On Solution(s) that Customer may elect to make available through the Online Services, or any such Customer Add-On Solution(s), including from access by third-party Channel Partners that End Users may elect to designate as a replacement for Customer.
1.2������ Waiver. Customer knowingly and voluntarily waives and releases Microsoft (and Microsoft�s Affiliates, subsidiaries, directors, officers, employees, agents, and independent contractors) from any claims (known, unknown, suspected, or unsuspected) that may arise at any time to the extent related to disclosure, to any End User or other Channel Partner, of Customer�s intellectual property in any Customer Add-On Solution in the context of such End User changing the designation of its Channel Partner or otherwise. �Customer knowingly and voluntarily waives any rights conferred by any law of any jurisdiction that would purport to limit the scope of a release.
2.�������� INDEMNITY. In addition to its obligations under Section 11 of the Agreement, Customer will, at its expense and Microsoft�s request, defend any claim or action brought by a third party against Microsoft, or Microsoft�s Affiliates, subsidiaries, directors, officers, employees, agents, or independent contractors, to the extent: (A) it arises out of or relates to Customer�s Customer Add-On Solution but is not otherwise addressed in Sections 10 or 11 of the Agreement; or (B) Microsoft�s liability would have been reduced had Customer effectively bound the applicable End User to a Permitted User TOU in accordance with Section 2.1.4.2 of the Agreement (all such claims or actions in the foregoing clauses (A) and (B) being collectively referred to hereinafter as �claims�), and Customer will indemnify and hold harmless Microsoft from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to any claims. Microsoft will: (i) provide Customer reasonably prompt notice in writing of any claims and permit Customer, through counsel chosen by Customer, to answer and defend such claims; and (ii) provide the entity defending such claim information, assistance, and authority, at Customer�s expense, to help defend such claims. Customer will not be responsible for any settlement made by Microsoft without Customer�s written permission, which permission will not be unreasonably withheld, delayed, or conditioned. Customer will consult with Microsoft on the choice of any counsel under this Section 2. �Customer may not settle any claims on Microsoft�s behalf without first obtaining Microsoft�s written permission, which permission will not be unreasonably withheld, delayed, or conditioned. In the event Customer and Microsoft agree to settle any claims, neither party will disclose the terms of such settlement without first obtaining the other party�s written permission.