Pre-Release Agreement

Last updated: April 2011

1. WHAT THE AGREEMENT COVERS

This agreement is between the entity agreeing to these terms ("Customer," "you" or "your") and Microsoft Corporation, ("Microsoft, "we," "us," or "our"). If you are accepting this agreement on behalf of your employer or another legal entity, you represent and warrant that you have the authority to bind that entity and that you are agreeing to these terms on behalf of that entity. If you cannot truthfully make these representations, do not click "accept" below. The terms and conditions of this agreement apply to Customer's access and use of certain pre-release versions of Microsoft Online Services, including any technology, information, software, materials, and updates that Microsoft makes available to Customer as part of such services (the "Services"). Unless otherwise expressly noted, the following terms apply to all Services provided to Customer under this Agreement, including any Subscription Software.

2. DATA

3. THE SERVICES

4. PROPRIETARY RIGHTS

5. YOUR ACCOUNT

6. SERVICE LEVELS; SECURITY

7. PRIVACY

The terms of this Section 7 apply only to the pre-release Services. They do not apply to the current or next version of the commercially released service.

8. USE OF SOFTWARE WITH THE SERVICES.

Customer may need to install Microsoft software to use the Services. If so:

  1. Microsoft Software License Terms. You may install and use the software on your devices only for use with the Services and only until your right to use the Services terminates or expires.
  2. Additional Software. Any applicable license terms that accompany additional software apply. Microsoft reserves all other rights to such software. If you are a person agreeing to this agreement on behalf of an entity, your agreement to any additional software license terms that may accompany additional software will also constitute agreement to those additional terms on behalf of your entity, notwithstanding the fact that such additional software license terms may also be presented to each of Customer's end users during the course of installation and set-up.

9. NOTICES

10. CONFIDENTIALITY; FEEDBACK

11. INDEMNIFICATION

Customer will indemnify, pay the defense costs of, and hold Microsoft, its affiliates, and its or their 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:

  1. Customer's use of the Services in breach of this agreement or in violation of any applicable law or regulation; or
  2. any data, software programs or services that Customer uses in connection with the Services, including without limitation any claim that such data, software program 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.

12. DISCLAIMER OF WARRANTY

MICROSOFT PROVIDES THE SERVICES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." CUSTOMER BEARS THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF DATA FROM THE SERVICE, AND EFFORT. 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, INCLUDING WITHOUT LIMITATION STORING, READING, UPDATING OR DELETING YOUR DATA. 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.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO EITHER PARTY'S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

MICROSOFT SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN THE SERVICES, 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.

14. SUSPENSION OF SERVICE

Microsoft may suspend or cancel your use of and access to all or any part of the Services at any time, for any reason and in its sole discretion.

15. LINKS TO THIRD PARTY SITES

The Services may include links to third party sites. Microsoft does not control such sites and Microsoft is not responsible for the content of any linked site, 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, if at all, only as a convenience, and the inclusion of any link does not imply endorsement by Microsoft of the site.

16. MODIFYING THE TERMS; ADDITIONAL TERMS

17. TERM; TERMINATION

18. NO THIRD PARTY BENEFICIARIES

This Agreement is only for the benefit of the parties and only they may enforce it. The parties do not intend to confer any right or benefit on any third party. No third party may commence or prosecute an action against a party on the basis that it is a third party beneficiary of this Agreement.

19. 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.

20. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

The laws of the State of Washington, USA, govern the interpretation of this agreement, 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 that is the domicile of the organization or entity for which you are accessing or using the Services. The parties 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. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

21. INTERPRETING THE AGREEMENT

If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. This agreement, including any other policies or terms incorporated by reference, is the entire agreement between the parties regarding the Services. It supersedes any prior agreements or statements (whether oral or written) regarding the Services, and is separate and independent from any other agreement(s) that may exist between the parties.

22. ASSIGNMENT

We may assign this agreement, in whole or in part, at any time without notice. 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.

23. LIMITATION OF CLAIMS

Any claim related to this agreement or the Services is barred unless brought within one year from the date the claim could first be filed. This limitation applies to each party's successors or assigns.

24. U.S. EXPORT JURISDICTION

The Services and any software provided in connection with the Services are subject to U.S. export jurisdiction. You must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

25. ENGLISH LANGUAGE CONTROLS

The English language version of this agreement controls. If you are in Canada, it is the express wish of the parties that this agreement, and any associated documentation, be written and signed in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

26. COPYRIGHT AND TRADEMARK NOTICES

All contents of the Services are Copyright © 2010 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 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.

Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to service provider's designated agent. 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.
  • 27. TERMS APPLICABLE TO MICROSOFT OFFICE PROFESSIONAL PLUS 2010 SUBSCRIPTION SOFTWARE

    The terms in this Section 27 apply solely to Microsoft Office Professional Plus 2010 Subscription Software ("Subscription Software").

    28. TERMS APPLICABLE TO MICROSOFT ONLINE SERVICES OFFICE 365 DESKTOP SETUP

    The terms in this Section 28 apply solely to Microsoft Online Services Office 365 desktop setup ("Office 365 desktop setup").

    Schedule 1

    1. Terms specific to updates for Windows Operating Systems and Windows Live:

      1. RPC over HTTP Patch; Windows XP Service Pack 3; and Windows Vista Service Pack 2:

        PLEASE NOTE: Microsoft Corporation (or based on where you live, one of its affiliates) licenses this supplement to you. The supplement is identified for use with one or more Microsoft operating system products (the 'software'). You may use a copy of this supplement with each validly licensed copy of the software. You may not use it if you do not have a license for the software. The license terms for the software apply to your use of this supplement. To read the license terms, go to www.microsoft.com/useterms. Microsoft provides support services for the supplement as described at www.support.microsoft.com/common/international.aspx.

         

      2. Windows Live ID Sign In Assistant 6.5 and Windows Live ID Sign In Assistant 7:
        Please see the Microsoft Service Agreement for Windows Live at: http://help.live.com/help.aspx?project=tou&mkt=en-us.
         
      3. Windows Live ID Sign In Add-On:

        These license terms are an agreement between Microsoft Corporation (or based on where you live, one of its affiliates) and you. Please read them. They apply to the pre-release software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft
        • updates,
        • supplements,
        • Internet-based services, and
        • support services

        for this software, unless other terms accompany those items. If so, those terms apply.

        By using the software, you accept these terms. If you do not accept them, do not use the software.

        As described below, using some features also operates as your consent to the transmission of certain standard computer information for Internet-based services.


        If you comply with these license terms, you have the rights below.

        INSTALLATION AND USE RIGHTS.

        • You may install and test any number of copies of the software on your premises.
        • You may not test the software in a live operating environment unless Microsoft permits you to do so under another agreement.

        INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time.

        Consent for Internet-Based Services. The software feature described below connects to Microsoft or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off this feature or not use it. For more information about this feature, see http://go.microsoft.com/fwlink/?LinkId=74170&CLCID=0x409. By using this feature, you consent to the transmission of this information. Microsoft does not use the information to identify or contact you.

        Computer Information. The following feature uses Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Microsoft uses this information to make the Internet-based service available to you.

        Misuse of Internet-based Services. You may not use this service in any way that could harm or impair anyone else's use of it. You may not use the service to try to gain unauthorized access to any service, data, account or network by any means.

        TERM. The term of this agreement is one year, or commercial release of the software, whichever is first.

        PRE-RELEASE SOFTWARE. This software is a pre-release version. It may not work the way a final version of the software will. We may change it for the final, commercial version. We also may not release a commercial version.

        FEEDBACK. If you give feedback about the software 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 agreement.

        MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes the .NET Framework component of the Windows operating systems (".NET Component"). You may conduct internal benchmark testing of the .NET (".NET Component"). You may disclose the results of any benchmark test of the .NET Component, provided that you comply with the following terms: (1) you must disclose all the information necessary for replication of the tests, including complete and accurate details of your benchmark testing methodology, the test scripts/cases, tuning parameters applied, hardware and software platforms tested, the name and version number of any third-party testing tool used to conduct the testing, and complete source code for the benchmark suite/harness that is developed by or for you and used to test both the .NET Component and the competing implementation(s); (2) you must disclose the date(s) that you conducted the benchmark tests, along with specific version information for all Microsoft software products tested, including the .NET Component; (3) your benchmark testing was performed using all performance tuning and best practice guidance set forth in the product documentation and/or on Microsoft's support web sites, and uses the latest updates, patches and fixes available for the .NET Component and the relevant Microsoft operating system; (4) it shall be sufficient if you make the disclosures provided for above at a publicly available location such as a website, so long as every public disclosure of the results of your benchmark test expressly identifies the public site containing all required disclosures; and (5) nothing in this provision shall be deemed to waive any other right that you may have to conduct benchmark testing. The foregoing obligations shall not apply to your disclosure of the results of any customized benchmark test of the .NET Component, whereby such disclosure is made under confidentiality in conjunction with a bid request by a prospective customer, such customer's application(s) are specifically tested and the results are only disclosed to such specific customer. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the .NET Component, provided it complies with the same conditions above.

        SCOPE OF LICENSE. The software is licensed, not sold. This agreement 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 agreement. 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, other than the Microsoft .NET Framework (see separate term above), to any third party without Microsoft's prior written approval;
        • work around any technical limitations in the software;
        • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
        • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
        • publish the software for others to copy;
        • rent, lease or lend the software;
        • transfer the software or this agreement to any third party; or
        • use the software for commercial software hosting services.

        EXPORT RESTRICTIONS. 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.

        FONT COMPONENTS. You may use the fonts installed by the software to display and print content. You may only embed fonts in content as permitted by the embedding restrictions in the fonts; and temporarily download them to a printer or other output device to print content.

        SUPPORT SERVICES. Because this software is "as is," we may not provide support services for it.

        ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services. Your use of Windows Live services and Windows Live ID is subject to the Microsoft Service Agreement, located at http://help.live.com/help.aspx?project=tou&mkt=en-us.
         
        APPLICABLE LAW.

        United States. If you acquired the software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

        Outside the United States. If you acquired the software in any other country, the laws of that country apply.

        LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

        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.

        LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from Microsoft and its suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

        This limitation applies to

        • anything related to the software, services, content (including code) on third-party Internet sites, or third-party programs; and
        • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

        It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

    2. Terms specific to Upgrades and Updates for use with Microsoft Office and Microsoft Outlook:

      1. Windows Internet Explorer 8:

        Microsoft Corporation (or based on where you live, one of its affiliates) licenses this supplement to you. If you are licensed to use Microsoft Windows XP, Windows Vista, Windows Server 2003, or Windows Server 2008 software (for which this supplement is applicable) (the "software"), you may use this supplement. You may not use it if you do not have a license for the software. You may use this supplement with each validly licensed copy of the software.

        The following license terms describe additional use terms for this supplement. These terms and the license terms for the software apply to your use of the supplement. If there is a conflict, these supplemental license terms apply.

        By using this supplement, you accept these terms. If you do not accept them, do not use this supplement.


        If you comply with these license terms, you have the rights below.

        INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time.

        Consent for Internet-Based Services. The software features described below and in the Windows Internet Explorer 8 Privacy Statement connect to Microsoft or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, see http://go.microsoft.com/fwlink/?LinkId=137104&CLCID=0x409. By using these features, you consent to the transmission of this information. Microsoft does not use the information to identify or contact you.

        1. Computer Information. The following features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Microsoft uses this information to make the Internet-based services available to you.

          • Accelerators. When you click on or hover over an Internet Explorer Accelerator that supports in-place preview, the title and full web address of the current webpage, your computer's IP address, and selected text may be sent to the Accelerator provider. If you use an Accelerator provided by Microsoft, the information sent is subject to the Microsoft Online Privacy Statement, which is available at http://go.microsoft.com/fwlink/?linkid=74170&CLCID=0x409. If you use an Accelerator provided by a third party, use of the information sent will be subject to the third party's privacy policy.
          • Search Suggestions Service. When you search by typing in the search box or by typing a question mark (?) before your search term in the Address bar, you will see search suggestions as you type (if supported by your search provider). Everything you type in the search box or in the Address bar when preceded by a question mark (?) is sent to the search provider as you type it. In addition, when you press Enter or click the Search button, all the text that is in the search box or Address bar is sent to the search provider. If you use a Microsoft search provider, the information you send is subject to the Microsoft Online Privacy Statement, which is available at http://go.microsoft.com/fwlink/?linkid=74170&CLCID=0x409. If you use another (third-party) search provider, the use of information you send will be subject to the third party's privacy policy. You can turn search suggestions off at any time by using Manage Add-ons. For more information about the search suggestions service, see http://go.microsoft.com/fwlink/?linkid=137104&CLCID=0x409.
           
        2. Use of Information. We may use the computer information to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with Microsoft software.
           
        3. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else's use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

          SUPPORT SERVICES FOR SUPPLEMENT. Microsoft provides support services for this software as described at www.support.microsoft.com/common/international.aspx.

         
      2. Microsoft Office 2007 Service Pack 2:

        PLEASE NOTE:
        Microsoft Corporation (or based on where you live, one of its affiliates) licenses this supplement to you. You may use a copy of this supplement with each validly licensed copy of Microsoft 2007 Office System Desktop Application and Microsoft Office Access 2007 Developer Extensions software (the "software"). You may not use the supplement if you do not have a license for the software. The license terms for the software apply to your use of this supplement. To read the license terms, go to the "Help" menu in the software. Microsoft provides support services for the supplement as described at www.support.microsoft.com/common/international.aspx.

        GEOGRAPHIC RESTRICTIONS: If the software is marked as requiring activation in a specific geographic region, then you are only permitted to activate this software in the geographic region indicated on the software packaging. You may not be able to activate the software outside of that region. For further information on geographic restrictions, visit http://go.microsoft.com/fwlink/?LinkId=99189&CLCID=0x409.

         

      3. Microsoft Office Cumulative Update 980210 and Microsoft Office Cumulative Update 974994; Microsoft Outlook 2010 Hosting Cumulative Update and Microsoft Outlook 2007 Hosting Cumulative Update:

        PLEASE NOTE: Microsoft Corporation (or based on where you live, one of its affiliates) licenses this supplement to you. You may use a copy of this supplement with each validly licensed copy of Microsoft 2007 Office System Desktop Application software (the "software"). You may not use the supplement if you do not have a license for the software. The license terms for the software apply to your use of this supplement. To read the license terms, go to the "Help" menu in the software. Microsoft provides support services for the supplement as described at www.support.microsoft.com/common/international.aspx.

        GEOGRAPHIC RESTRICTIONS: If the software is marked as requiring activation in a specific geographic region, then you are only permitted to activate this software in the geographic region indicated on the software packaging. You may not be able to activate the software outside of that region. For further information on geographic restrictions, visit http://go.microsoft.com/fwlink/?LinkId=99189&CLCID=0x409.







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