Updated October, 2013
This agreement is between you or the entity you represent and the Microsoft entity listed in Exhibit A, and consists of the terms below, Exhibit A, Exhibit B, the SLAs, Offer Details for any Service as published on the date of a Service purchase or renewal, terms incorporated by reference, terms applicable to other Microsoft web sites and services that you use and are necessary to use the Services (for example, your Microsoft Account) and, the Privacy Statement (together, the “Agreement”). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Service, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. Key terms are defined in Section 11. In addition, if you are a Windows Azure customer, this Agreement supplements your existing Windows Azure agreement and governs to the extent of any conflict with the Windows Azure terms (except that the Windows Azure billing terms will continue to apply).
All Microsoft Content is the copyrighted work of Microsoft or its suppliers, and is governed by the terms of the license agreement that accompanies or is included with the Microsoft Content. If the Microsoft Content does not include a license agreement, then you may make a reasonable number of copies of the Microsoft Content for your internal use in designing, developing, and testing your software, products and services that is made available to you on the Documentation Portals without a license agreement. You must preserve the copyright notice in all copies of the Microsoft Content and ensure that both the copyright notice and this permission notice appear in those copies. Accredited educational institutions, such as K-12 schools, universities, and private or public colleges may download and reproduce Microsoft Content for distribution in the classroom for educational purposes.
OTHER THAN THIS WARRANTY, OR EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, MICROSOFT AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES (INCLUDING THE CONTENT AND APIS) “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Any reference in this agreement to “day” will be a calendar day.
“Affiliate” means any legal entity that a party owns or that owns a party, with a 50% or greater interest.
“Content” means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection.
“Customer Data” means any Content or other data, including all text, sound, software, or image files that are provided to us by, or on behalf of, you through your use of the Developer Services for use by you or your authorized users. Customer Data does not include Submissions or any other Content or data that you submit to the Documentation Portals or otherwise provide via the Developer Services for public access.
“Developer Services” means Visual Studio Online, the Developer Services Portal, the Visual Studio profile services, and other services we identify as governed by this Agreement.
“Developer Services Portal” means the Visual Studio Online portal site available at http://www.visualstudio.com.
“Developer Services Software” means Microsoft software we provide to you as part of the Developer Services for use with the Developer Services.
“Documentation Portals” means the Microsoft developer network content and marketing site available at http://msdn.microsoft.com" and information technology specialist content and marketing site available at http://technet.microsoft.com, or at alternate sites we identify.
“Microsoft Content” means Content on the Services provided by Microsoft and its suppliers.
“Microsoft Limited Public License” means the Microsoft Limited Public License software license, a copy of which is provided in Exhibit B.
“Microsoft Software” means Microsoft software and computer code, including sample code and Developer Services Software.
“Non-Microsoft Product” is any software, data, service, website or other product licensed, sold or otherwise provided to you by an entity other than us, whether you obtained it via our Services or elsewhere.
“Offer Details” means the pricing and related terms applicable to paid for Developer Services.
“Preview” means preview, beta, or other pre-release versions of the Developer Services or Developer Services Software offered by Microsoft.
“Privacy Statement” means the Services privacy statement (http://go.microsoft.com/fwlink/?LinkID=246330).
“Rules of Conduct” means the Services rules of conduct (http://go.microsoft.com/fwlink/?LinkId=303819).
“Services” means the Developer Services, Documentation Portals, the http://connect.microsoft.com site, and Microsoft Software we make available to you under this Agreement.
“SLA” means the commitments we make regarding delivery or performance of the Developer Services (http://go.microsoft.com/fwlink/?LinkId=309360).
“Submissions” means Content, code, comments, feedback, suggestions, information or materials that you provide via the Documentation Portals or any Services for public access (rather than for your personal use or use by your authorized users). Submissions do not include Customer Data.
“User Plan” means a per-user based subscription, trial, or other Microsoft granted benefit that permits access to and account services for the Developer Services.
“we” and “us” means the Microsoft entity listed in Exhibit A applicable to your location and its Affiliates, as appropriate.
“you” and “your” means the person or entity accepting this Agreement to use the Services.
© 2013 Microsoft Corporation. All rights reserved.
Customer Location Agreement Addendum
The Microsoft entity entering into this agreement, the applicable Microsoft entity contact information, the controlling law and venue, and additional terms governing this agreement with you are indicated in the table below for the country or region of your primary place of business.
This agreement is governed by State of Washington law, without regard to its conflict of laws principles. Subject to sections (i) and (ii) below, if we bring an action to enforce this agreement, we will bring it in the jurisdiction where you have your headquarters. If you bring an action to enforce this agreement, you will bring it in the State of Washington, U.S.A. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights.
i. If your principal place of business is in Brunei, Malaysia or Singapore, you consent to the non-exclusive jurisdiction of the Singapore courts.
ii. If your principal place of business is in Bangladesh, Cambodia, India, Indonesia, Macau SAR, the People's Republic of China, Sri Lanka, Thailand, The Philippines or Vietnam, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"), which rules are deemed to be incorporated by reference into this subsection. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in the above-named countries or elsewhere. To the maximum extent permitted by applicable law, the parties waive their right to any form of appeal or other similar recourse to a court of law. For the purpose of this agreement only, the People's Republic of China does not include Hong Kong SAR, Macau SAR and Taiwan.
Microsoft Limited Public License
This license governs use of code marked as “sample” or “example” available on this web site without a license agreement, as provided under the section above titled “NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEB SITE.” If you use such code (the “software”), you accept this license. If you do not accept the license, do not use the software.
The terms “reproduce,” “reproduction,” “derivative works,” and “distribution” have the same meaning here as under U.S. copyright law.
A “contribution” is the original software, or any additions or changes to the software.
A “contributor” is any person that distributes its contribution under this license.
“Licensed patents” are a contributor’s patent claims that read directly on its contribution.
2. Grant of Rights
(A) Copyright Grant - Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.
(B) Patent Grant - Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.
3. Conditions and Limitations
(A) No Trademark License- This license does not grant you rights to use any contributors’ name, logo, or trademarks.
(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.
(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.
(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.
(E) The software is licensed “as-is.” You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
(F) Platform Limitation - The licenses granted in sections 2(A) and 2(B) extend only to the software or derivative works that you create that run on a Microsoft Windows operating system product.