Last Updated October 2008

1. What the Agreement Covers.
   

This is an agreement between you (“you” or “your”) and Microsoft Corporation, (“Microsoft, “we,” “us” or “our”). The following agreement terms and conditions apply to your access and use of the services identified above, including any updates (collectively, the “Services”) we make available to you. By accessing or using the Services, you accept the terms and conditions of this agreement. If you do not accept them, do not access or use the Services.

2. Use of the Services.
1. How you may use the Services.

You may access and use the Services only in accordance with the terms of this agreement and via the applicable portal site for the Services you are eligible to access and use.

2. How you may not use the Services.

In using the Services, you may not:

• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Services;
• damage, disable, overburden, or impair the Services (or the network(s) connected to the Services);
• interfere with anyone's ability to access and use the Services;
• use the Services in any way that is illegal or promotes illegal activities, including transmitting, offering, selling, advertising, licensing or delivering any infringing, defamatory, or otherwise illegal products, services or materials;
• use the Services in a way that violates the rights of any third party (including, without limitation, rights of privacy or proprietary rights); or
• use any portion of the Services, or any web site that displays or performs content from the Services, as a destination linked from any unsolicited bulk messages or unsolicited commercial messages ("spam").
3. Software Hosting

The Services enable you to host your software applications (“Hosted Applications”) in Microsoft facilities. In connection with such software hosting services, the following terms apply:

• You hereby license to Microsoft, under your intellectual property rights, any rights needed by Microsoft to enable the hosting of your Hosted Application on the Services in accordance with the terms of this agreement, including the right to use and reproduce your Hosted Application within Microsoft facilities for such hosting purposes.
• Microsoft does not and will not accept any obligations set forth in any separate license or other agreement which may apply to the Hosted Applications, or any portion thereof. You hereby agree to secure the necessary rights to ensure that the Hosted Applications may be hosted by Microsoft on the Services without violating the rights of any third party or purporting to subject Microsoft or its intellectual property to any other obligations to you or any third party.
• You bear sole responsibility for the development, operation and maintenance of your Hosted Applications.
4. Proprietary Rights.
1. Reservation of Rights; No Other License.

Except for your limited use and access rights to the Services as set forth in this agreement Microsoft reserves all other rights not expressly granted in this agreement. No additional rights (including implied licenses, rights or covenants) are granted by implication, estoppel or otherwise.

2. License to Microsoft.

By using the Services, you hereby license Microsoft, under your intellectual property rights, any rights needed by Microsoft to use any data or software that you submit to the Services, solely for the purpose of enabling Microsoft to provide you the Services (including any related support services) to you.

3. No Claims of Ownership by Microsoft.

Microsoft claims no ownership of, or control over, the content of any data or software you submit to the Services, or any service you provide through your Hosted Applications. It is solely your responsibility to protect any rights you may have in such data or software.

4. No Claims of Ownership by You.

Except as expressly permitted under this agreement, you agree to claim no ownership of the Services.

5. Your Use of the Services.

You represent, and agree to ensure, that you have the necessary rights to any data, software or services that you use in connection with your access or use of the Services and that such activities do not infringe the intellectual property or other proprietary rights of any third party. You agree to obtain all necessary rights, and comply with all licenses or other terms, from the rightful owner of such data or software that you do not own.




If you permit users to place information on the Service for viewing or retrieval by others, you will designate an agent of yours to receive notifications of claimed copyright infringement as set forth in Title 17, United States Code, Section 512(c)(2). Such designated agent will not be Microsoft or any Microsoft affiliate.

5. Your Account.
1. Account Setup.

You may access or use the Services as provided herein as soon as you have: (a) agreed to the terms and conditions of this agreement, (b) successfully completed creating a Services subscription in accordance with the instructions provided to you by Microsoft, including using your Windows Live ID, and (c) created your Services credentials or tokens. The Services credentials or tokens provided to you will be your Services subscription credentials to access or use with the Services and must be treated as confidential. If you make your Services credentials or tokens public, we may immediately terminate your Services subscription and your access or use of the Services. As we describe in Section 14, Microsoft will not be liable for any losses that may result from someone else using your Services credentials or tokens.

2. Windows Live ID.

Windows Live ID is used for authentication. Windows Live ID is a multi-site authentication service that helps you to sign in to web sites and conduct e-commerce transactions. You can find out more about Windows Live ID by going to the Windows Live ID web site at https://accountservices.passport.net/PPNetworkHome.srf?lc=1033. The Windows Live ID privacy statement at http://privacy.microsoft.com/en-us/default.aspx sets forth your and our rights and responsibilities for information you provide as part of Windows Live ID.

3. Account Use.

You are responsible for all activity that takes place with your Services subscription, including all use by your employees or other authorized agents, who must comply with all of the terms of this agreement. Further, you may not access anyone a Services subscription belonging to anyone else without the express permission of the subscription holder.

6. Pre-Release Services.

The Services are in a pre-release phase and may not work the way a commercial version of the Services may function. Microsoft may change the Services at any time, including without limitation for a future pre-release or commercial version, and we may not release a future pre-release or commercial version. The Service may be subject to quotas. Without limiting the generality of any other term of this agreement: (i) during the pre-release phase of the Services, Microsoft may disable any account that exceeds any applicable quotas, and (ii) any access tokens that are not redeemed within two weeks of issuance may be revoked. Disabled accounts with stored data may be subject to data deletion, however Microsoft will make commercially reasonable efforts to notify you prior to such deletion.

7. Service Levels; Security.
1. Service Levels.

We have no obligation to provide any support services for the Services. The Services may be inaccessible due to scheduled and unscheduled reasons, including maintenance updates, power outages, system failures, extended downtime and other interruptions. During such periods, you may be unable to access or use the Services (or portions thereof). In the event of an outage or interruption that Microsoft determines may cause risk to the Services, Microsoft may determine in its sole discretion to suspend the Services.

2. Security.

Microsoft is committed to protecting the security of your data, software, or services in connection with your use of the Services. We use a variety of security technologies and procedures to help protect unauthorized access or use of the Services; however, we cannot guarantee that we will be successful at doing so. Accordingly, without limiting any other provision of this agreement, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your data, software or services used in connection with the Services. We strongly encourage you, where available and appropriate, to take measures to protect your data, software applications or services, including without limitation using encryption technology to protect your data from unauthorized access and to routinely archive your data.

3. Security Breach – Notice to Microsoft.

In using the Services, you agree to promptly notify us if you learn of a security breach related to the Services. Such notification may be through communications channels we provide in connection with your use of the pre-release Services, or through an email address that we provide you for purposes of such reporting, if any.

8. Privacy.

In order to operate and provide the Services, we collect certain information about you and your use of the Services. To learn more about this collection and use of your information see our privacy statement at http://go.microsoft.com/fwlink/?LinkID=131004. In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Microsoft or our customers, including the enforcement of our agreements or policies governing your use of the Services; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers or the public.

Personal information collected through the Services may be stored and processed in the United States or any other country in which Microsoft or its affiliates, subsidiaries or service providers maintain facilities. By using the Services, you consent to any such transfer of information outside of your country. Microsoft abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of data from the European Union.

9. Your Privacy Practices.

If you collect, store, or otherwise process personal information using the Services, you must: (a) comply with all applicable privacy and data protection laws; and (b) obtain sufficient authorization from the persons providing the information to permit the processing of the information by Microsoft, its affiliates, subsidiaries, and service providers (collectively “Microsoft Parties”) as contemplated by this agreement, including: (i) transfer of the information to the Microsoft Parties for their processing; and (ii) processing of the information outside the jurisdiction in which the information is provided to you, such as storage and other processing in the United States.

10. Notices.
1. Notices We Send You.

You agree that Microsoft may provide you with notices in a manner determined by Microsoft in its sole discretion, including without limitation by email or posting any such notices on the portal site for the Services. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Services, you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Services.

2. Your Notices to Us.

You may notify us as stated in the customer support, “Feedback” or “Help” area of the Services.

11. Feedback.

As used in this agreement, “feedback” means suggestions or comments you voluntarily provide Microsoft about the Services. Hosted Applications and data you store in the Services is not feedback unless you choose to provide it to us in the form of a suggestion or comment. You hereby license to Microsoft without charge, any rights needed under your intellectual property rights, to use, share and commercialize any feedback about the Services you give us in any way and for any purpose. You also license without charge to third parties, under your intellectual property rights, any rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft software product 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 or provide its services to third parties because we include your feedback in them. These rights survive any termination or expiration of this agreement.

12. Indemnification.

You agree to indemnify, pay the defense costs of, and hold Microsoft and its successors, officers, directors and employees harmless from and against any and all claims, demands, costs, liabilities, judgments, losses, expenses and damages (including attorneys' fees) arising out of, in connection with, or related to: (a) your use of the Services in breach of this agreement or in violation of any applicable law or regulation, or (b) any data, software or services that you use in connection with your access or use of the Services, including without limitation any claim that such data, software or services, or any part thereof, infringes, misappropriates, or otherwise violates any copyright, patent, trade secret, trademark, or other legal right of any third party.

13. WE MAKE NO WARRANTY.

WE PROVIDE THE SERVICES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. MICROSOFT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR SUPPORT SERVICES (IF ANY). EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MICROSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY AND IMPLIED; INCLUDING WITHOUT LIMITATION: (A) REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, (B) REPRESENTATIONS OR WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE OR THAT YOUR USE OF THE SERVICES WILL BE RELIABLE AND ACCURATE. NO ORAL OR WRITTEN STATEMENT MADE TO YOU IN THE CONTEXT OF PROVIDING THE SERVICES OR SUPPORT SERVICES (IF ANY) SHALL CREATE ANY WARRANTY THAT HAS BEEN EXPRESSLY DISCLAIMED IN THIS AGREEMENT.

14. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, USE, GOODWILL) ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES OR SUPPORT SERVICES (IF ANY), INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM: (A) USE OR INABILITY TO USE THE SERVICES OR SUPPORT SERVICES (IF ANY), (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, SOFTWARE OR SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF, OR ANY ALTERATION, CORRUPTION, DELETION, DAMAGE OR LOSS OF, YOUR DATA, SOFTWARE OR SERVICES, (D) FAILURE TO PROVIDE ACCURATE INFORMATION, (E) VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS OR USE OF THE SERVICES OR THAT ARE TRANSFERRED TO YOU THROUGH THE SERVICES, (F) INCOMPATIBILITIES BETWEEN THE SERVICES AND OTHER SERVICES, SOFTWARE OR HARDWARE, AND (G) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. THIS LIMITATION APPLIES EVEN IF: (Y) THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, OR FAILS OF ITS ESSENTIAL PURPOSE, AND (Z) MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MICROSOFT SHALL NOT BE RESPONSIBLE FOR ANY SECURITY INTERRUPTIONS, INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS INCLUDING THOSE THAT AFFECT THE RECEIPT, ACCEPTANCE, PROCESSING COMPLETION OR SETTLEMENT OF YOUR SYSTEMS.

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 EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.

15. Avoidance of Liability.

Microsoft may in its sole discretion suspend or cancel the availability to you of all or any part of the Services, including without limitation if Microsoft determines in its sole discretion that doing so is reasonably necessary in order to avoid liability by Microsoft to any third party or governmental entity for the infringement of any right or the violation of any law. Without limiting the generality of the foregoing, Microsoft may suspend your use of the Services if Microsoft determines that you have failed to adequately respond to third party claims that your use of the Services: (i) constitutes or promotes any form of intellectual property infringement, or (ii) makes available illegal content.

16. Links to Third Party Sites.

The Services may include links to third party sites. The linked sites are not under the control of Microsoft and Microsoft is not responsible for the content of any linked site, or any links contained in a linked site, or any changes or updates to such sites. Microsoft is not responsible for webcasting or any other form of transmission received from any linked site. Microsoft is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Microsoft of the site.

17. Modifying the Terms; Additional Terms.
1. Modifying the Terms.

Microsoft may at its sole discretion modify this agreement at any time. You can access the most current version of the agreement via the link to the agreement provided on the portal site for the Services. If you do not agree to these changes, then you must immediately cancel and stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the changed agreement.

2. Additional Terms.

This agreement also incorporates by reference any additional terms or conditions applicable to particular aspects of the Service, including without limitation the privacy statement.

18. Term; Termination.
1. Term.

This agreement is effective on the date you first agree to this agreement and will automatically terminate on the date of first availability of a subsequent CTP release of the Service, or a commercial release of the Service, whichever occurs first.

2. Termination.

Notwithstanding the term of this agreement as stated in Section 18.1, Microsoft may at its sole discretion suspend or cancel your use of the Services, or terminate this agreement, for any reason or no reason at any time. Upon cancellation, suspension or any termination, your right to use the Services stops right away and you must immediately remove your data and applications from the Services. You are responsible for taking the steps necessary to back up your data. Upon any termination of this agreement, all other rights granted to you by this agreement will also automatically terminate.

19. No Third Party Beneficiaries.

This agreement is solely for your and our benefit. It is not for the benefit of any other party, except for permitted successors and assigns under this agreement.

20. No Waiver.

Any delay or failure by Microsoft to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.

21. Contracting Party, Choice of Law and Location for Resolving Disputes

The laws of the State of Washington, USA, govern the interpretation of this agreement 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, or if you live outside the United States, the laws of the country to which we direct your service. 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 agreement.

22. Interpreting the Agreement.

A court may hold that we cannot enforce a part of this agreement as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this agreement will not change. This agreement, including any other policies or terms incorporated by reference, is the entire agreement between you and us regarding your use of the Services. It supersedes any prior agreements or statements (whether oral or written) regarding your use of the Services.

23. Assignment.

We may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other third party. Any attempt by you to do so is void. You may not transfer to a third party, either temporarily or permanently, any rights to use the Services or any part of them.

24. Copyright and Trademark Notices.

All contents of the Services 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. We or our suppliers own the title, copyright, and other intellectual property rights in the software or content. Microsoft, Windows, Window Live and/or other Microsoft products and services referenced herein may also be either trademarks or registered trademarks of Microsoft in the United States and/or other countries. Any rights not expressly granted herein are reserved. Certain software used in certain Microsoft web sites servers is based in part on the work of the Independent JPEG Group. Copyright © 1991 -1996 Thomas G. Lane. All rights reserved. "gnuplot" software used in certain Microsoft web sites servers is copyright © 1986-1993 Thomas Williams, Colin Kelley. All rights reserved.