MICROSOFT EXTENSIBILITY CODE LICENSE AGREEMENT for Contoso Learning Companion
This Microsoft Extensible Code License Agreement (“Agreement”) governs your use of the Software. If you install, have installed, or use the Software, you accept this Agreement. If you do not accept this Agreement, do not install, have installed, or use the Software.
“Extensible Licensed Software” means a Microsoft software, hardware, or service that the Software communicates with via an API, file format, schema, network protocol, or other interoperation or extension mechanism.
“Licensed Platform” means a Microsoft operating system, whether existing now or in the future, such as any version of Windows, Windows Azure, or Windows Phone.
“Microsoft Licensed Patents” means the claims of a Microsoft patent that covers the Software, which patent Microsoft owns or has the right to sublicense without a fee. Microsoft Licensed Patents do not include any claims that cover: (i) any underlying or enabling technology (such as hardware, compiler, object-oriented, operating system, protocol or networking technologies) that may be accessed, called or otherwise used by, through or in connection with the Software; or (ii) any functionality that is not in the Software itself.
“Permitted Derivative Work” means a derivative work of the Software that: (i) runs on a Licensed Platform; and (ii) extends, or interoperates with, the Extensible Licensed Software. Any software or derivative work modified, hosted, or ported to (i) run on a platform other than a Licensed Platform; (ii) extend or interoperate with a product other than the Extensible Licensed Software; or (ii) provide, allow or facilitate unauthorized access to the functionality of the Extensible Licensed Software is not a Permitted Derivative Work. As used herein, “derivative work” has the meaning given to it under U.S. copyright law.
“Software” means the Microsoft software and documentation that accompanies this Agreement in its original form before any Permitted Derivative Work is created.
2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Microsoft hereby grants you a:
a. Limited, non-exclusive, revocable, worldwide, royalty-free license, under its copyrights, to:
i. Reproduce an unlimited number of copies of the Software;
ii. Use the Software (including any copies) solely on a Licensed Platform;
iii. Alter, adapt, modify, or create Permitted Derivative Works of all or a portion of the Software for use solely on a Licensed Platform; and
iv. Distribute the Software (in source or object code format) or Permitted Derivative Work.
b. Limited, non-exclusive, revocable, worldwide, royalty-free license under the Microsoft Licensed Patents to:
i. Make, use, sell, offer for sale, import, or otherwise dispose of or promote any Permitted Derivative Work or the Software on a Licensed Platform.
2.2 Reservation of Rights. This Agreement does not provide you with title to, or ownership of, the Software, but only provides you with a limited right to use the Software as provided herein. All rights not expressly granted in this Agreement are reserved. No additional rights are granted by implication, exhaustion or estoppel or otherwise, including any rights to any portions of the Software or any Permitted Derivative Work.
2.3 License Restrictions. Microsoft does not grant an express or implied license under any intellectual property rights that covers (a) non-Microsoft code in the Software or Permitted Derivative Work; or (b) any Extensible Licensed Software or Microsoft Platform. You may use the Software or any Permitted Derivative Work only with Extensible Licensed Software and only on a Licensed Platform. Except as expressly set forth in this Agreement, you will not, and will not permit or authorize any third party to: (i) use or reproduce the Software or any Permitted Derivative Work for any purpose other than as licensed in Section 2.1; (ii) alter, adapt, modify, or create Permitted Derivative Works of any portion of the Software except as permitted under Section 2.1; (iii) distribute the Software or any Permitted Derivative Work on a platform other than a Licensed Platform; (iv) include the Software or any Permitted Derivative Work in malicious, deceptive, or unlawful programs; (v) distribute the source code of the Software or Permitted Derivative Work so that any part of it becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of use, modification or distribution, that the code be disclosed or distributed in source code form; or others have the right to modify it.
2.4 Proprietary Notices. You will not remove, alter, or obscure any copyright, trademark, patent, or other proprietary or legal notices contained on or within the Software. You will reproduce all such notices on all copies of the Software.
2.5 Distribution Requirements. All your Permitted Derivative Works must (a) require distributors and end users to agree to terms and conditions that protect the Software (including Software in a Permitted Derivative Work) at least as much as this Agreement; and (b) display your valid copyright notice on the Permitted Derivative Works. The Extensible Licensed Software and Microsoft Platform are not licensed or authorized for use under this Agreement. You, your distributors, resellers, and/or end users must obtain separate valid licenses for these applications.
2.6 Ownership. The Software (including any portion of the Software in a Permitted Derivative Work) is subject to the copyrights and other intellectual property rights of Microsoft, its Affiliates and/or licensors. You reserve, and will own any right, title, and interest in and to, any copyrights in a Permitted Derivative Work to which you may be entitled under applicable copyright law.
Microsoft may terminate this Agreement and all licenses granted hereunder, if:
a. You or any of your Affiliates assert a claim of patent or copyright infringement (or continues such assertion) against the Software, Software (including any portion of the Software) in a Permitted Derivative Work), an Extensible Licensed Software, or the Licensed Platform. An “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity; or
b. You violate the terms and conditions of this Agreement.
However, third parties who receive the Software or Permitted Derivative Work you distributed under a license that complies with this Agreement will not have their licenses terminated, provided such third parties remain in full compliance with those licenses. Sections 2-10 survive any termination of this Agreement.
4. EXPORT RESTRICTIONS.
You must comply with all domestic and international export laws and regulations that apply to the Software (including Software in a Permitted Derivative Work). For additional information, see www.microsoft.com/exporting.
5. SERVICE AND SUPPORT.
Microsoft will not provide service releases or support services for the Software or any Permitted Derivative Work. You are solely responsible for providing service releases and all levels of support for the Software and any Permitted Derivative Work.
6. DISCLAIMER OF WARRANTY.
The Software is licensed “as-is.” You bear the risk of using it. Microsoft gives no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this Agreement cannot change. To the extent permitted under your local laws, Microsoft excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
You will defend Microsoft against any and all claims made by an unaffiliated third party and pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents) that arises or results from the use or distribution of your products that incorporate any portion of the Software or any Permitted Derivative Work, but only if and to the extent such claims are not attributable solely to the Software (including the Software in any Permitted Derivative Work).
8. LIMITATION OF LIABILITY AND REMEDIES.
IN NO EVENT WILL MICROSOFT BE LIABLE TO YOU OR A THIRD PARTY ON ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE OR ANY PERMITTED DERIVATIVE WORK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN) THE ENTIRE LIABILITY OF MICROSOFT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES YOU INCUR AS A RESULT OF USE OF THE SOFTWARE UP TO THE GREATER OF (I) THE AMOUNT ACTUALLY HAVING BEEN PAID BY YOU FOR THE SOFTWARE OR (II) US$5.00.
THE FOREGOING EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9. APPLICABLE LAW.
If you acquired the Software in the United States, Washington State law governs this license, regardless of conflict of laws principles. If you acquired the Software in any other country, the laws of that country apply.
10. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter covered under it.