Microsoft Customer Agreement
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Microsoft Customer Agreement
This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and
consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms
Microsoft presents when an order is placed. This Agreement takes effect when the Customer
accepts these General Terms. The individual who accepts these General Terms represents that
he or she is authorized to enter into this Agreement on behalf of the Customer.
General Terms
These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms
have the meanings given under “Definitions.”
License to use Microsoft Products
a.
License grant. Products are licensed and not sold. Upon Microsoft’s acceptance of each
order and subject to Customer’s compliance with this Agreement, Microsoft grants
Customer a nonexclusive and limited license to use the Products ordered as provided in the
applicable Use Rights and this Agreement. These licenses are solely for Customer’s own use
and business purposes and are nontransferable except as expressly permitted under this
Agreement or applicable law.
b.
Duration of licenses. Licenses granted on a subscription basis expire at the end of the
applicable subscription period unless renewed. Licenses granted for metered Products billed
periodically based on usage continue as long as Customer continues to pay for its usage of
the Product. All other licenses become perpetual upon payment in full.
c.
Applicable Use Rights.
For perpetual licenses, the Use Rights in effect when Customer
orders a Product will apply. For subscriptions, the Use Rights in effect at the start of each
subscription period will apply. Customers with subscriptions for Software may use new
versions released during the subscription period subject to the Use Rights in effect when
those versions are released. For metered Products billed periodically based on usage, the
Use Rights in effect at the start of each billing period will apply during that period. Microsoft
may update the Use Rights periodically, but material adverse changes for a particular
version will not apply during the applicable license, subscription, or billing period.
d.
End Users. Customer will control access to and use of the Products by End Users and is
responsible for any use of the Products that does not comply with this Agreement.
e.
Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses
granted to Customer under this Agreement will apply to such Affiliates, but Customer will
have the sole right to enforce this Agreement against Microsoft. Customer will remain
responsible for all obligations under this Agreement and for its Affiliates’ compliance with
this Agreement.
f.
Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement.
Products are protected by copyright and other intellectual property laws and international
treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a
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Product on a device do not give Customer any right to implement Microsoft patents or other
Microsoft intellectual property in the device itself or in any other software or devices.
g.
Restrictions. Except as expressly permitted in this Agreement or Product documentation,
Customer must not (and is not licensed to):
(1)
reverse engineer, decompile, or disassemble any Product, or attempt to do so;
(2)
install or use non-Microsoft software or technology in any way that would subject
Microsoft’s intellectual property or technology to any other license terms;
(3)
work around any technical limitations in a Product or restrictions in Product
documentation;
(4)
separate and run parts of a Product on more than one device;
(5)
upgrade or downgrade parts of a Product at different times;
(6)
transfer parts of a Product separately; or
(7)
distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them
to offer hosting services to a third party.
h.
License transfers. Customer may only transfer fully-paid, perpetual licenses under this
Agreement to (1) an Affiliate or (2) a third party solely in connection with the transfer of
hardware to which, or employees to whom, the licenses have been assigned as part of (a) a
divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate.
Upon such transfer, Customer must uninstall and discontinue using the licensed Product
and render any copies unusable. Customer must notify Microsoft of a license transfer and
provide the transferee a copy of these General Terms, the applicable Use Rights and any
other documents necessary to show the scope, purpose and limitations of the licenses
transferred. Nothing in this Agreement prohibits the transfer of Software to the extent
allowed under applicable law if the distribution right has been exhausted.
i.
Customer Eligibility. Customer agrees that if it is purchasing academic, government or
nonprofit offers, Customer meets the respective eligibility requirements
(
https://aka.ms/eligiblitydefinition
). Microsoft reserves the right to verify eligibility and
suspend product use if requirements are not met.
Non-Microsoft Products.
Non-Microsoft Products are provided under separate terms by the Publishers of such products.
Customer will have an opportunity to review those terms prior to placing an order for a Non-
Microsoft Product through a Microsoft online store or Online Service. Microsoft is not a party to
the terms between Customer and the Publisher. Microsoft may provide Customer’s contact
information and transaction details to the Publisher.
Microsoft makes no warranties and
assumes no responsibility or liability whatsoever for Non-Microsoft Products. Customer is solely
responsible for its use of any Non-Microsoft Product.
Verifying compliance.
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Customer must keep records relating to Products it and its Affiliates use or distribute. At
Microsoft’s expense, Microsoft may verify Customer’s and its Affiliates’ compliance with this
Agreement at any time upon 30 days’ notice. To do so, Microsoft may engage an independent
auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process.
Customer must promptly provide any information and documents that Microsoft or the auditor
reasonably requests related to the verification and access to systems running the Products. If
verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order
sufficient licenses to cover the period of its unlicensed use. Without limiting Microsoft’s other
remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer
must reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to
cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed
under applicable law, if less. All information and reports related to the verification process will
be Confidential Information and used solely to verify compliance.
Privacy.
a.
Personal Data. Customer consents to the processing of Personal Data by Microsoft and its
Affiliates, and their respective agents and subcontractors, as provided in this Agreement.
Before providing Personal Data to Microsoft, Customer will obtain all required consents from
third parties (including Customer’s contacts, Partners, distributors, administrators, and
employees) under applicable privacy and data protection laws.
b.
Location of Personal Data. To the extent permitted by applicable law, Personal Data
collected under this Agreement may be transferred, stored and processed in the United
States or any other country in which Microsoft or its Affiliates, or their respective agents and
subcontractors, maintain facilities. Microsoft will abide by the requirements of European
Economic Area and Swiss data protection law regarding the collection, use, transfer,
retention, and other processing of Personal Data from the European Economic Area and
Switzerland.
Confidentiality.
a.
Confidential Information. “Confidential Information” is non-public information that is
designated “confidential” or that a reasonable person should understand is confidential,
including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s
account authentication credentials. Confidential Information does not include information
that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the
receiving party received lawfully from another source without a confidentiality obligation;
(3) is independently developed; or (4) is a comment or suggestion volunteered about the
other party’s business, products or services.
b.
Protection of Confidential Information. Each party will take reasonable steps to protect the
other’s Confidential Information and will use the other party’s Confidential Information only
for purposes of the parties’ business relationship. Neither party will disclose Confidential
Information to third parties, except to its Representatives, and then only on a need-to-
know basis under nondisclosure obligations at least as protective as this Agreement. Each
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party remains responsible for the use of Confidential Information by its Representatives
and, in the event of discovery of any unauthorized use or disclosure, must promptly notify
the other party. The Online Services Terms may provide additional terms regarding the
disclosure and use of Customer Data.
c.
Disclosure required by law. A party may disclose the other’s Confidential Information if
required by law, but only after it notifies the other party (if legally permissible) to enable the
other party to seek a protective order.
d.
Residual information. Neither party is required to restrict work assignments of its
Representatives who have had access to Confidential Information. Each party agrees that the
use of information retained in Representatives’ unaided memories in the development or
deployment of the parties’ respective products or services does not create liability under
this Agreement or trade secret law, and each party agrees to limit what it discloses to the
other accordingly.
e.
Duration of Confidentiality obligation. These obligations apply (1) for Customer Data, until
it is deleted from the Online Services; and (2) for all other Confidential Information, for a
period of five years after a party receives the Confidential Information.
Product warranties.
a.
Limited warranties and remedies.
(1)
Online Services. Microsoft warrants that each Online Service will perform in accordance
with the applicable SLA during Customer’s use. Customer’s remedies for breach of this
warranty are described in the SLA.
(2)
Software. Microsoft warrants that the Software version that is current at the time will
perform substantially as described in the applicable Product documentation for one year
from the date Customer acquires a license for that version. If it does not, and Customer
notifies Microsoft within the warranty term, Microsoft will, at its option, (a) return the
price Customer paid for the Software license or (b) repair or replace the Software.
The remedies above are Customer’s sole remedies for breach of the warranties in this section.
Customer waives any warranty claims not made during the warranty period.
b.
Exclusions. The warranties in this Agreement do not apply to problems caused by accident,
abuse, or use inconsistent with this Agreement, including failure to meet minimum system
requirements. These warranties do not apply to free, trial, preview, or prerelease products,
or to components of Products that Customer is permitted to redistribute.
c.
Disclaimer. Except for the limited warranties above and subject to applicable law, Microsoft
provides no other warranties or conditions for Products and disclaims any other express,
implied or statutory warranties for Products, including warranties of quality, title, non-
infringement, merchantability, and fitness for a particular purpose.
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Defense of third-party claims.
The parties will defend each other against the third-party claims described in this section and
will pay the amount of any resulting adverse final judgment or approved settlement, but only if
the defending party is promptly notified in writing of the claim and has the right to control the
defense and any settlement of it. The party being defended must provide the defending party
with all requested assistance, information, and authority. The defending party will reimburse
the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This
section describes the parties’ sole remedies and entire liability for such claims.
a.
By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it
alleges that a Product made available by Microsoft for a fee and used within the scope of the
license granted under this Agreement (unmodified from the form provided by Microsoft and
not combined with anything else), misappropriates a trade secret or directly infringes a
patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is
unable to resolve a claim of misappropriation or infringement, it may, at its option, either
(1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s
license and refund any license fees (less depreciation for perpetual licenses), including
amounts paid in advance for unused consumption for any usage period after the
termination date. Microsoft will not be liable for any claims or damages due to Customer’s
continued use of a Product after being notified to stop due to a third-party claim.
b.
By Customer. To the extent permitted by applicable law, Customer will defend Microsoft and
its Affiliates against any third-party claim to the extent it alleges that: (1) any Customer
Data or Non-Microsoft Product hosted in an Online Service by Microsoft on Customer's
behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or
other proprietary right of a third party; or (2) Customer’s use of any Product, alone or in
combination with anything else, violates the law or harms a third party.
Limitation of liability.
For each Product, each party’s maximum, aggregate liability to the other under this Agreement
is limited to direct damages finally awarded in an amount not to exceed the amounts Customer
was required to pay for the Products during the term of the applicable licenses, subject to the
following:
a.
Subscriptions. For Products ordered on a subscription basis, Microsoft’s maximum liability
to Customer for any incident giving rise to a claim will not exceed the amount Customer
paid for the Product during the 12 months before the incident.
b.
Free Products and distributable code. For Products provided free of charge and code that
Customer is authorized to redistribute to third parties without separate payment to
Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.
c.
Exclusions. In no event will either party be liable for indirect, incidental, special, punitive,
or consequential damages, or loss of use, loss of profits, or interruption of business,
however caused or on any theory of liability.
d.
Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1)
confidentiality obligations (except for liability related to Customer Data, which will remain
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subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of
the other party’s intellectual property rights.
e.
Supplemental terms. In any case where the law of the Czech Republic applies per the terms
of the Agreement or the determination of a court, the following subsections will apply:
(1)
The limitations contained in this section reflect the damage that the parties expressly
agree can be foreseen at the time of conclusion of this Agreement, taking into account
all circumstances the parties now or should know while exercising due care, and that
can arise from a breach of Microsoft’s obligations under this Agreement. The limitation
of liability in this section do not apply to liabilities arising out of willful misconduct or
gross negligence by either party.
(2)
The entitlement of any contractual party to any damages potentially incurred under this
Agreement will be satisfied by a monetary compensation. Section 2951 (1) of the Civil
Code (Act no. 89/2012 Coll.), as amended, shall not apply.
Partners.
a.
Selecting a Partner. Customer may authorize a Partner to place orders on Customer’s behalf
and manage Customer’s purchases by associating the Partner with its account. If the
Partner’s distribution right is terminated, Customer must select an authorized replacement
Partner or purchase directly from Microsoft. Partners and other third parties are not agents
of Microsoft and are not authorized to enter into any agreement with Customer on behalf of
Microsoft.
b.
Partner Administrator privileges and access to Customer Data. If Customer purchases Online
Services from a Partner or chooses to provide a Partner with administrator privileges, that
Partner will be the primary administrator of the Online Services and will have administrative
privileges and access to Customer Data and Administrator Data. Customer consents to
Microsoft and its Affiliates providing the Partner with Customer Data and Administrator Data
for purposes of provisioning, administering and supporting (as applicable) the Online
Services. Partner may process such data according to the terms of Partner’s agreement with
Customer, and its privacy commitments may differ from Microsoft’s. Customer appoints
Partner as its agent for purposes of providing and receiving notices and other
communications to and from Microsoft. Customer may terminate the Partner’s
administrative privileges at any time.
c.
Support and Professional Services. Customer’s Partner will provide details on support
services available for Products purchased under this agreement. Support services may be
performed by Partner or its designee, which in some cases may be Microsoft. If Customer
purchases Professional Services under this agreement, the performance of those
Professional Services will be subject to the terms and conditions in the Use Rights.
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Pricing and payment.
If Customer orders from a Partner, the Partner will set Customer’s pricing and payment terms
for that order, and Customer will pay the amount due to the Partner. Pricing and payment
terms related to orders placed by Customer directly with Microsoft are set by Microsoft, and
Customer will pay the amount due as described in this section.
a.
Payment method. Customer must provide a payment method or, if eligible, choose to be
invoiced for purchases made on its account. By providing Microsoft with a payment method,
Customer (1) consents to Microsoft’s use of account information regarding the selected
payment method provided by the issuing bank or applicable payment network; (2)
represents that it is authorized to use that payment method and that any payment
information it provides is true and accurate; (3) represents that the payment method was
established and is used primarily for commercial purposes and not for personal, family or
household use; and (4) authorizes Microsoft to charge Customer using that payment
method for orders under this Agreement.
b.
Invoices. Microsoft may invoice eligible Customers. Customer’s ability to elect payment by
invoice is subject to Microsoft’s approval of Customer’s financial condition. Customer
authorizes Microsoft to obtain information about Customer’s financial condition, which may
include credit reports, to assess Customer’s eligibility for invoicing. Unless the Customer’s
financial statements are publicly available, Customer may be required to provide their
balance sheet, profit and loss and cash flow statements to Microsoft. Customer may be
required to provide security in a form acceptable to Microsoft to be eligible for invoicing.
Microsoft may withdraw Customer’s eligibility at any time and for any reason. Customer
must promptly notify Microsoft of any changes in its company name or location and of any
significant changes in the ownership, structure, or operational activities of the organization.
c.
Invoice Payment terms. Each invoice will identify the amounts payable by Customer to
Microsoft for the period corresponding to the invoice. Customer will pay all amounts due
within thirty (30) calendar days following the invoice date.
d.
Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft
that are more than fifteen (15) calendar days past due at a rate of two percent (2%) of the
total amount payable, calculated and payable monthly, or the highest amount allowed by
law, if less.
e.
Cancellation fee. If a subscription permits early termination and Customer cancels the
subscription before the end of the subscription or billing period, Customer may be charged
a cancellation fee.
f.
Recurring Payments. For subscriptions that renew automatically, Customer authorizes
Microsoft to charge Customer’s payment method periodically for each subscription or
billing period until the subscription is terminated. By authorizing recurring payments,
Customer authorizes Microsoft to process such payments as either electronic debits or fund
transfers, or as electronic drafts from the designated bank account (in the case of
Automated Clearing House or similar debits), as charges to the designated card account (in
the case of credit card or similar payments) (collectively, “Electronic Payments”). If any
payment is returned unpaid or if any credit card or similar transaction is rejected or denied,
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Microsoft or its service providers reserve the right to collect any applicable return item,
rejection or insufficient funds fee to the maximum extent permitted by applicable law and
to process any such fees as an Electronic Payment or to invoice Customer for the amount
due.
g.
Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any
amounts are to be paid to Microsoft, Customer shall also pay any applicable value added,
goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or
surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed
under this Agreement and that Microsoft is permitted to collect from Customer. Customer
shall be responsible for any applicable stamp taxes and for all other taxes that it is legally
obligated to pay including any taxes that arise on the distribution or provision of Products
by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its net
income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its
property ownership.
If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may
deduct such taxes from the amount owed and pay them to the appropriate taxing authority,
but only if Customer promptly provides Microsoft an official receipt for those withholdings
and other documents reasonably requested to allow Microsoft to claim a foreign tax credit
or refund. Customer will ensure that any taxes withheld are minimized to the extent
possible under applicable law.
Term and termination.
a.
Term. This Agreement is effective until terminated by a party, as described below.
b.
Termination without cause. Either party may terminate this Agreement without cause on 60
days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and
licenses granted on a subscription basis will continue for the duration of the subscription
period(s), subject to the terms of this Agreement.
c.
Termination for cause. Without limiting other remedies it may have, either party may
terminate this Agreement on 30 days’ notice for material breach if the other party fails to
cure the breach within the 30-day notice period. Upon such termination, the following will
apply:
(1)
All licenses granted under this Agreement will terminate immediately except for fully-
paid, perpetual licenses.
(2)
All amounts due under any unpaid invoices shall become due and payable immediately.
For metered Products billed periodically based on usage, Customer must immediately
pay for unpaid usage as of the termination date.
(3)
If Microsoft is in breach, Customer will receive a credit for any subscription fees,
including amounts paid in advance for unused consumption for any usage period after
the termination date.
d.
Suspension. Microsoft may suspend use of an Online Service without terminating this
Agreement during any period of material breach. Microsoft will give Customer notice before
suspending an Online Service when reasonable.
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e.
Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a
Product in any country or jurisdiction where there is any current or future government
regulation, obligation, or other requirement, that (1) is not generally applicable to
businesses operating there; (2) presents a hardship for Microsoft to continue offering the
Product without modification; or (3) causes Microsoft to believe these terms or the Product
may conflict with any such regulation, obligation, or requirement. If Microsoft terminates a
subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for
any subscription fees, including amounts paid in advance for unused consumption for any
usage period after the termination date.
Miscellaneous.
a.
Independent contractors. The parties are independent contractors. Customer and Microsoft
each may develop products independently without using the other’s Confidential
Information.
b.
Agreement not exclusive. Customer is free to enter into agreements to license, use, and
promote the products and services of others.
c.
Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use
Rights will apply as provided in this Agreement. Changes to other terms will not apply until
Customer accepts them. Microsoft may require Customer to accept revised or additional
terms before processing a new order. Any additional or conflicting terms and conditions
contained in a purchase order or otherwise presented by Customer are expressly rejected
and will not apply.
d.
Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the
other party in writing of the assignment. Customer consents to the assignment to an
Affiliate or third party, without prior notice, of any rights Microsoft may have under this
Agreement to receive payment and enforce Customer's payment obligations, and all
assignees may further assign such rights without further consent. Any other proposed
assignment of this Agreement must be approved by the non-assigning party in writing.
Assignment will not relieve the assigning party of its obligations under the assigned
Agreement. Any attempted assignment without required approval will be void.
e.
U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all
applicable international and national laws, including the U.S. Export Administration
Regulations, the International Traffic in Arms Regulations, and end-user, end use and
destination restrictions by U.S. and other governments related to Microsoft products,
services, and technologies.
f.
Severability. If any part of this Agreement is held to be unenforceable, the rest of the
Agreement will remain in full force and effect.
g.
Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any
waiver must be in writing and signed by the waiving party.
h.
No third-party beneficiaries. This Agreement does not create any third-party beneficiary
rights except as expressly provided by its terms.
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i.
Survival. All provisions survive termination of this Agreement except those requiring
performance only during the term of the Agreement.
j.
Notices. Notices must be in writing and will be treated as delivered on the date received at
the address, date shown on the return receipt, email transmission date, or date on the
courier or fax confirmation of delivery. Notices to Microsoft must be sent to the following
address:
Microsoft Ireland Operations Limited
One Microsoft Place
South County Business Park
Leopardstown
Dublin 18, Ireland
Notices to Customer will be sent to the individual at the address Customer identifies on its
account as its contact for notices. Microsoft may send notices and other information to
Customer by email or other electronic form.
k.
Applicable law. This Agreement will be governed by and construed in accordance with the
laws of Ireland. The 1980 United Nations Convention on Contracts for the International Sale
of Goods and its related instruments will not apply to this Agreement.
l.
Dispute resolution. When bringing any action arising under this Agreement, the parties
agree to the following exclusive venues:
(1)
If Microsoft brings the action, the venue will be where Customer has its headquarters.
(2)
If Customer brings the action against Microsoft or any Microsoft Affiliate located outside
of Europe, the venue will be the state or federal courts in King County, State of
Washington, USA.
(3)
If Customer brings the action against Microsoft or any Microsoft Affiliate located in
Europe, and not also against Microsoft or a Microsoft Affiliate located outside of Europe,
the venue will be the Republic of Ireland.
The parties consent to personal jurisdiction in the agreed venue. This choice of venue does
not prevent either party from seeking injunctive relief in any jurisdiction with respect to a
violation of intellectual property rights or confidentiality obligations.
m.
Order of precedence. These General Terms will take precedence over any conflicting terms
in other documents that are part of this Agreement that are not expressly resolved in those
documents, except that conflicting terms in the Use Rights take precedence over these
General Terms as to the applicable Products. Terms in the Online Services Terms take
precedence over conflicting terms in the Product Terms. Terms in an amendment control
over the amended document and any prior amendments concerning the same subject
matter.
n.
Microsoft Affiliates and contractors. Microsoft may perform its obligations under this
Agreement through its Affiliates and use contractors to provide certain services. Microsoft
remains responsible for their performance.
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o.
Government procurement rules. By accepting this agreement, Customer represents and
warrants that (i) it has complied and will comply with all applicable government
procurement laws and regulations; (ii) it is authorized to enter into this Agreement; and (iii)
this Agreement satisfies all applicable procurement requirements.
Definitions.
“Administrator Data” means the information provided to Microsoft or its Affiliates during sign-
up, purchase, or administration of Products.
“Affiliate” means any legal entity that controls, is controlled by, or is under common control
with a party. “Control” means ownership of more than a 50% interest of voting securities in an
entity or the power to direct the management and policies of an entity.
“Confidential Information” is defined in the “Confidentiality” section.
“Customer” means the entity identified as such on the account associated with this Agreement.
“Customer Data” means all data, including all text, sound, software, image or video files that
are provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through
use of Online Services.
“End User” means any person Customer permits to use a Product or access Customer Data.
“Licensing Site” means
http://www.microsoft.com/licensing/contracts
or a successor site.
“Microsoft” means Microsoft Ireland Operations Limited.
“Non-Microsoft Product” means any third-party-branded software, data, service, website or
product, unless incorporated by Microsoft in a Product.
“Online Services” means Microsoft-hosted services to which Customer subscribes under this
Agreement. It does not include software and services provided under separate license terms.
“Online Services Terms” means the additional terms that apply to Customer’s use of Online
Services published on the Licensing Site and updated from time to time.
“Partner” means a company Microsoft has authorized to distribute Products to Customer.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Product” means all Software and Online Services identified in the Product Terms that Microsoft
offers under this Agreement, including previews, prerelease versions, updates, patches and bug
fixes from Microsoft. Product availability may vary by region. “Product” does not include Non-
Microsoft Products.
“Product Terms” means the document that provides information about Products available under
this Agreement. The Product Terms document is published on the Licensing Site and is updated
from time to time.
“Publisher” means a provider of a Non-Microsoft Product.
“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.
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“SLA” means Service Level Agreement, which specifies the minimum service level for the Online
Services and is published on the Licensing Site.
“Software” means licensed copies of Microsoft software identified in the Product Terms.
Software does not include Online Services, but Software may be part of an Online Service.
“use” means to copy, download, install, run, access, display, use or otherwise interact with.
“Use Rights” means the license terms and terms of service for each Product published on the
Licensing Site and updated from time to time. The Use Rights supersede the terms of any end
user license agreement that accompanies a Product. License terms for all Products are
published in the Product Terms. Terms of service for Online Services are published in the Online
Services Terms.
