Microsoft Easy Assist Pre-Release (Beta) Service Agreement
Last updated: March 2008
This is a contract between you (an individual or a business entity) and Microsoft Corporation. It covers your use of the pre-release Service and software, including all updates, upgrades, support, and content related to the Service. We refer to these all as the “Service.”
You represent that you are at least 18 years of age or have attained the age of majority where you live, and that any information you submit is true and correct.
You may only use the Service if you agree to these terms. If you do not agree, do not use the Service. This contract limits our liability and disclaims warranties for the Service to the maximum extent permitted by law. Please read these sections of the contract carefully.
1. When You May Use the Service
You may start using the Service as soon as you have finished the Accept, Install, and Join process. Some parts of the Service may not be available right away while we configure them for your use.
This contract will begin on the date you accept it and terminate when we release the commercial version of the Service.
3. How You May Use the Service
In using the Service, you will
• comply with all laws,
• comply with any codes of conduct or other notices we provide,
• comply with the Microsoft Anti-spam Policy,
• keep your password secret, and
• promptly notify us if you learn of a security breach related to the Service or any unauthorized use of the Service.
4. How You May Not Use the Service
In using the Service, you may not
• use the Service in any way that is against the law or harms Microsoft or its affiliates, resellers, distributors, customers and/or vendors (collectively, the “Microsoft Parties”), or any customer of a Microsoft Party,
• damage, disable, overburden or impair the Service (or the networks connected to the Service) or interfere with anyone’s use and enjoyment of the Service,
• resell or redistribute the Service, or any part of the Service, unless you have a reseller contract with Microsoft that permits you to do so,
• use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages, including “spam” or unsolicited instant messaging,
• use any third-party software or service to access the Service,
• use any automated process or service to access and/or use the Service (such as a BOT, a spider, periodic caching of information stored by Microsoft or “meta-searching”), or
• use any unauthorized means to modify, reroute, or attempt to reroute the Service.
5. Your Service Account
To use the Service, you must establish a service account and password for the Service. You are responsible for your password and all activity under your account.
6. How We May Change This Contract
Microsoft may change this contract at any time without notice. If we make a material change to this contract, we will notify you, at the email address provided at time of sign-up, at least 30 days before the change takes place. If you do not agree to the change, you must cancel and stop using the Service before the change takes place. If you do not stop using the Service, your continued use of the Service will be under the changed contract.
7. You Are Responsible for Backing Up Your Data
You are responsible for maintaining and backing up your data that you create, use and store with the Service. Upon termination or cancellation of the Service by you or us for any reason, Microsoft may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.
8. Changes to the Service; Cancellation or Termination
• By Microsoft. We may change the Service at any time and for any reason without notice. We may cancel or suspend your Service or a portion of your Service at any time and for any reason without notice, including if you violate the terms of this contract. If we do, your right to use the Service and any associated software will stop right away.
• By You. You may stop using the Service at any time for any reason.
• Data. Upon termination or cancellation of the Service by you or us for any reason, Microsoft may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.
• Waiver of rights and obligations. To the extent necessary to implement the termination of this contract, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this contract.
9. Limits on Service
Microsoft reserves the right to establish limits on the Service. For example, we may limit the availability of this pre-release Service, the number of users that can sign up for the Service, and the size and number of files transferred during a session.
10. NOTICE REGARDING RECORDING AND PRIVACY FEATURES. THE SOFTWARE AND/OR SERVICES MAY ALLOW YOU TO RECORD MEETINGS AND TO COLLECT AND UTILIZE IDENTIFYING INFORMATION ABOUT SERVICE PARTICIPANTS, including but not limited to, a name that is displayed, transmitted, processed, or stored as part of a meeting or meeting record. THE LAWS OF SOME JURISDICTIONS REQUIRE NOTICE TO OR THE CONSENT OF INDIVIDUALS PRIOR TO INTERCEPTING, MONITORING AND/OR RECORDING THEIR COMMUNICATIONS AND/OR RESTRICT COLLECTION, STORAGE, AND USE OF PERSONALLY IDENTIFYING INFORMATION. You agree to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the Software and/or Services and/or features such as the recording feature.
11. Pre-Release Service . You acknowledge that the Services is a pre-release version. It may not work the way a final version of the Service will. We may change it for the final, commercial version. We may not release a commercial version. We also reserve the right to change the pre-release Service at any time without advance notice to you.
12. Support Services. Microsoft provides no support services for the Service.
13. Microsoft Does Not Have Editorial Control
• Intellectual property rights. Microsoft does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. You understand that sharing content that violates others’ copyrights and intellectual property rights violates this contract. You represent and warrant that the use and publication of the content by you and others does not violate the intellectual property rights of any third party. You understand that Microsoft may remove content at any time without notice when the content violates this contract or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.
• Links to third-party Web sites. The Service or content that is displayed through the Service may contain links to third-party Web sites. These third-party Web sites are not under Microsoft’s control. If Microsoft has included these links in the Service, we provide them to you as a convenience only. The inclusion of any third party links is not an endorsement by Microsoft of any third-party Web site, service or product.
The Privacy Statement located at http://go.microsoft.com/fwlink/?LinkId=110432 describes how we collect and use your information. By using the Service, you consent to the following practices:
• Monitoring your use. We consider your use of the service to be private. However, we may access or disclose information about you, your account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this contract; including use of this service to participate in, or facilitate, activities that violate the law; or (3) protect the rights, property, safety of Microsoft, its employees, its customers or the public. You consent to the access and disclosures outlined in this section.
• Transfer of personal information. Personal information collected through the Service may be stored and processed in the United States or any other country in which Microsoft or its affiliates, subsidiaries, or agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country. You can read more about transfers of this data in the Privacy Statement located at http://go.microsoft.com/fwlink/?LinkId=110432.
• Performance and usage data. In order to provide you the Service, we may collect certain information about Service performance, your computer and your Service use. We may automatically upload this information from your computer. You may read about this information collection in more detail in the Privacy Statement located at http://go.microsoft.com/fwlink/?LinkId=110432.
• Filtering technology. We may use technology or other means to protect the Service, protect our customers, or stop you from breaching this contract. Examples include filtering to stop spam and viruses or increase security. These means may hinder your use of the Service. While Microsoft continues to actively review and implement new technology, there is no currently available technology that will totally prevent the sending and receiving of these unsolicited communications. This paragraph does not constitute a commitment on Microsoft’s part to prevent unsolicited bulk or commercial communications on the service, and users of the Service will not hold Microsoft liable for receiving unsolicited communications. For more information about Microsoft’s policies in this area, please refer to Microsoft’s Anti-Spam policy.
• Use. If you receive software from us as part of the Service, your use of that software is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, then we grant you the right to use the software only for the use of the Service as authorized under this contract and only on that number of computers stated in your Service offer. We reserve all other rights to the software. Unless we notify you otherwise, your right to use the software ends when your right to use the Service terminates or expires, and you must promptly uninstall the software. We may disable the software after the date the Service ends without notice to you.
• Documentation. You may copy and use any documentation provided with the software for your internal reference purposes.
• Update. We may automatically check your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the Service.
• Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This contract only gives you some rights to use the software. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this contract. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not
disclose the results of any benchmark tests of the software to any third party without Microsoft’s prior written approval;
work around any technical limitations in the software;
disassemble, decompile, or reverse engineer any software included in the Service, except and only to the extent that the law expressly permits this activity;
publish the software for others to copy;
rent, lease or lend the software;
transfer the software or this contract to any third party; or
use the software for commercial software hosting services.
• Export Laws. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
16. Materials that Microsoft Licenses To You
• Documents. You may have access to information on the Service such as white papers, knowledge-base articles, datasheets and FAQs ("documents"). You may use the documents only for internal purposes only. You may not copy, distribute, modify or make derivative works of the documents. Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.
• Limitations. The license grant to use documents provided with the Service does not include a license to the design or layout of the Service or any Microsoft owned, operated, licensed or controlled Web site. You should not copy or retransmit any logo, graphic, sound or image from the Service, unless Microsoft expressly permits it. Microsoft and its suppliers do not warrant or guarantee that the documents are accurate and suitable for your purposes. Their inclusion with the Service is not an endorsement of them by Microsoft. Nothing available from the Service is intended to be professional advice, including but not limited to, investment, tax or legal advice.
17. Intellectual Property Rights
Microsoft retains all right, title and interest in and to the Service, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights. Microsoft reserves all rights not expressly granted. This contract does not grant or imply any rights to any Microsoft trademarks, trade names or logos.
Microsoft may run advertisements on the Service. We reserve the right to change the manner of advertising on the Service. You understand that any dealings you have with advertisers on the Service are between you and those advertisers, not Microsoft.
19. Your Dealings with Others
You understand that you, and not Microsoft, have the direct relationship with any third party with whom you have dealings, including advertisers and anyone purchasing or selling goods or services, through the Service. You are solely responsible for your dealings with any third party, including
• delivery of and payment for goods and services,
• processing your customer orders, payments and other transactions,
• verifying the validity of your customers’ orders before finalizing the order,
• informing your customers of the status of orders or transactions,
• providing all customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.),
• determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions, and
• the purchase and use by you and your associated accounts of any third party products and services.
You represent and warrant that
• the products and services you advertise, sell and distribute are legal for sale and distribution and do not violate this contract,
• you have all licenses necessary to sell, distribute and advertise the goods and services you offer,
• all sales and advertisements will comply with applicable law, and
• you will comply with all applicable laws and regulations (including privacy laws and regulations that relate to your collection of information from third parties).
If you give feedback about the Service to Microsoft, you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that includes the feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because we include your feedback in them. These rights survive this contract.
21. Our Notices to You; Your Notices to Us
This contract is in electronic form. We have promised to send you certain information in connection with the Service and we have the right to send you this information. There may be other information about the Service that the law requires us to send to you.
We may send this information to you in electronic form. We may provide required information to you by e-mail at the e-mail address you specified when you signed up for the Service.
Notices will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Service, you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the Service. We cannot accept e-mail notices at this time.
22. No Warranty
Microsoft makes no guarantee about the reliability and accuracy of the Service or the results obtained from the Service. You understand that the security mechanisms in the Service have inherent limitations and that you are responsible for determining that the Service meets your needs.
We provide the Service “as-is,” “with all faults” and “as available.” You bear the risk of using it. The Microsoft Parties give no express warranties, guarantees or conditions. You may have additional rights under your local laws that this contract cannot change. To the extent permitted by law, the Microsoft Parties exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.
23. Liability Limitation; Your Exclusive Remedy
To the extent permitted by law, you cannot recover any damages from the Microsoft Parties, including direct, consequential, lost profits, special, indirect or incidental damages.
This limitation applies to anything related to:
• the Service,
• content (including code) on third party Web sites, third party programs or third party conduct,
• viruses or other disabling features that affect your access to or use of the Service or your software and/or hardware,
• incompatibility between the Service and other services, software and hardware,
• delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner, and •
claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.
It also applies even if
• this remedy does not fully compensate you for any losses, or fails of its essential purpose, or
• Microsoft knew or should have known about the possibility of the damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the e xclusion or limitation of incidental, consequential or other damages.
The exclusion of damages under this Section 23 is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenfo rceable. These limitations and exclusions apply without regard to whether the damages arise from (1) breach of contract, (2) breach of warranty, (3) negligence, or (4) any other cause of action, to the extent such exclusion and limitations are not prohibit ed by applicable law. If you are dissatisfied with the Service, you do not agree with any part of this contract, or you have any other dispute or claim with or against any Microsoft Party with respect to this contract or the Service, then your sole and exc lusive remedy is to discontinue using the Service.
24. Claim Must Be Filed Within One Year
To the extent permitted by law, any claim related to this contract or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This section applies to you and your successors. It also applies to Microsoft and its successors and assigns.
You agree to defend, indemnify and hold the Microsoft Parties harmless from and against any and all claims, losses, liability, costs and expenses (including attorneys' fees) arising from your use of the Service, violation of this contract or violation of any third-party's rights.
26. Microsoft Comp any, Applicable Law and Place for Resolving Disputes
Microsoft company with which you are contracting:
One Microsoft Way Redmond, WA 98052
Applicable law and place for resolving disputes:
Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this contract.
27. Contract Interpretation
All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This contract, together with any codes of conduct and other notices we provide, is the entire contract between Microsoft and you regarding the Service. It supersedes any other contract or statements related to the Service. If you have confidentiality obligations related to the Service, those obligations remain in force. The section titles in the contract do not limit the other terms of this contract.
Microsoft may assign this contract, in whole or part, at any time without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt to do so is void. Instead, you may cancel your Service. The other party may then establish a Service account and enter into a contract with us.
29. Force Majeure
Microsoft will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes or acts of God.
All contents of the Service are Copyright © 2008 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, Washington 98052-6399 U.S.A. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the Services.
Please respect the rights of artists and creators. Content such as music, photos and video may be protected by copyright. People appearing in content may have a right to control use of their image. You may not share other people’s content unless you own the rights, have permission from the owner, or such sharing is otherwise legal.
Notices and Procedure for Making Claims of Copyright Infringement
Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtInfrg.htm.
Microsoft is a registered trademark of Microsoft Corporation. Trademark information is available at http://www.microsoft.com/about/legal/intellectualproperty/trademarks/default.mspx. Any rights not expressly granted are reserved.