Microsoft Tag Beta Agreement

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND MICROSOFT CORPORATION. IF YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS BELOW, CLICK THE “SIGNUP” BUTTON. BY CLICKING “SIGNUP” YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION TO THE TERMS AND CONDITIONS STATED BELOW. IF YOU CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “SIGNUP” AND YOU WILL NOT BE PERMITTED TO USE THE SERVICES.

DESCRIPTION OF SERVICES

Microsoft is offering a beta trial version of the Microsoft Tag system (the “Beta Program”), which covers your use of Tags and related services. Through the Microsoft web site tag.microsoft.com (the “Tag Web Site”), Microsoft provides you with the ability to create and use Microsoft tags (“Tags”) and permission to print or otherwise display them on your products, documentation, advertisements, marketing materials, and other printed or digitally displayed content (“Your Materials”). Tags can be scanned by mobile device users and such scanning will cause the Microsoft Tag System to display information on their devices or cause the device to take certain actions such as dialing a phone number, according to the instructions you associate with the Tags you created. The instructions and information provided by you is the “Tag Content”. You may generate Tags for different end user experiences depending upon the type of Tag Content that you want end users to receive. Subject to the terms in this Agreement, as this is a Beta Program, Microsoft may add, remove, or change features of the Tags or services at any time.

TAG USE CONDITIONS AND LIMITATIONS

Your use of Tags is under this Agreement is subject to the following conditions and limitations:

· Use. Once used, Tags should not be re-used for another purpose, campaign, or product.  Tags that are not placed in use may be reclaimed by Microsoft after a period of 6 months.

· Limits.  Microsoft may institute limits to the number of Tags that can be created.  These limits will not affect any Tags that have already been issued for legitimate purposes.

· Content Subject Matter. You agree to provide Tag Content for use with the services that is proper and related to subject matter and/or context of the Tag.

· Rights. Subject to your compliance with the terms of this Agreement, Microsoft grants to you a non-exclusive, personal, revocable, limited license 1) to print, and distribute the Tags on Your Materials in order for end users to scan such materials and 2) to use the Tag Web Site solely in conjunction with the proper use of services and to generate Reports (as defined below). Microsoft will, at all times, remain the owner of the Tags and the services.

PRINTING AND DISSEMINATION OF TAGS

You may print and disseminate a Tag on Your Materials, provided that you must comply with all publishing guidelines provided by Microsoft relating to Microsoft Tag. These publishing guidelines are published on the Tag management website (http://tag.microsoft.com).

REPORTS

Microsoft will provide you with online reporting information about use of the Tags affiliated with Your Materials. You may create reports based on the scanning and use of the Tags you created by end users (“Reports”), provided that any copies or dissemination of the information in such reports will contain an attribution to “Information Provided by Microsoft® Tag”. Microsoft may provide aggregated data in the Reports available in summary analytics to third parties, without identifying you.

COST

The Tags and services are currently offered as a beta, pre-release version only. In this Beta Program under this Agreement, Microsoft currently makes the services and use of Tags available to you at no cost. Microsoft may elect to start charging for the use of some or all Tag services at any time.  Subject to the terms of this Agreement, any Tags created and used under this Agreement and the Beta Program will continue to function, at no cost, for a period of at least 2 years from the date that Microsoft terminates the Beta Program.  At the end of such 2 year period, you may continue to use the Tags under the then-current terms offered by Microsoft for Tags (if any), or you may discontinue your use of the Tags.  You will only be entitled to the continued free use of the standard beta service and functionality that was made available as part of the Beta Program, and not any future or additional new value-added features or services.  Any future or additional services, if provided, will be available under separate terms.

OTHER TERMS RELATING TO YOUR USE OF THE TAGS, SERVICES, AND PROVISION OF TAG CONTENT

Specifically, you agree that you will not:

· Abuse or misuse the Microsoft Tag system, Tags, and related services.

· Defame, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of Microsoft or others.

· Include in the Tag Content or Your Materials, or provide a link to any web site or other material that contains, any inappropriate, profane, hateful, adult, defamatory, obscene, indecent or unlawful topic, name, material or information.

· Post, disclose or otherwise make available, personally identifiable information of a third party in Tag Content, unless you have permission to do so.

· Use any material or information in any manner in Tag Content that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party (including rights of privacy or publicity).

· Publish or disseminate Tag Content not reasonably related to the context in which the Tag is published or printed. By way of example, and not as limitation, the Tag Content associated with a Tag printed on a movie poster should reasonably relate to the movie or some aspect of the movie.

· Violate any applicable laws, rules, or regulations in your use of the Tags, services, and Tag Content.

· Provide false information in the applications for Tags, your Account (as defined below) or the provision of Tag Content.

· Use any automated means, including, without limitation, agents, robots, scripts or spiders, to access your Account (as defined below), to monitor or copy any Tag, the services, or the content contained therein, or bypass Microsoft's tools or services to interfere or attempt to interfere with the proper working of the Microsoft Tag system or the services, or authorize or instruct any third party to do so.

· Take any action that imposes an unreasonably or disproportionately large burden on Microsoft's infrastructure, including the Microsoft Tag system and the services, as determined by Microsoft in its discretion. 

Microsoft does not validate or control your Tag Content or take any responsibility for it. Microsoft may screen the Tag Content and remove it in its sole discretion. Microsoft does not claim ownership of the Tag Content or any other materials you provide to Microsoft. By providing and specifying your Tag Content, you are granting Microsoft, its affiliated companies and necessary sublicensees permission to use and display your Tag Content in connection with the services, including the right to transmit the Tag Content to the end users who scan a Tag associated with your Tag Content. You are solely responsible and liable for your Tag Content, and Microsoft has no obligation or liability with respect to such Tag Content. Microsoft assumes no responsibility for any costs incurred by users related to the delivery of Tag Content to mobile devices.

Except as specifically permitted by the Agreement, you may not modify, copy, distribute, transmit, display, reverse engineer, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Tags, information, software, products or services obtained from the services. You may not use the services in any manner that could damage, disable, overburden, or impair any Microsoft server, or the network(s) connected to any Microsoft server, or interfere with any other party's use and enjoyment of the services. You may not attempt to gain unauthorized access to the services, other accounts, computer systems or networks connected to any Microsoft server or to any of the services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the services.

You will comply with all laws and regulations applicable to the sale and distribution of Your Materials and the Tag Content. Microsoft reserves the right at all times to disclose any information to third parties as Microsoft deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials or content, in whole or in part, in Microsoft's sole discretion.

Upon notice to you, Microsoft may perform an on-site audit of your use of the Tags or services to ensure that you are in compliance with the terms and conditions of this Agreement.

Except as permitted in the publishing guidelines or attribution to Microsoft provided with Reports, you will not: 1) associate yourself, your company, or any of your products with Microsoft, or 2) use any Microsoft trademarks, logos, slogans or any other trade symbols.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Privacy Statement and Windows Live ID Privacy Supplement disclosures relating to the collection and use of your information.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

The services and use of Tags require you to open an account with the Microsoft Tag Web Site (“Account”) and sign up with Windows Live ID. You are responsible for your compliance with the Windows Live ID terms and conditions or other terms of use as may be required to open an Account. Opening an Account requires you to complete the registration process by providing us with current, complete and accurate information as prompted by the registration form. You also will choose a password and a user name for both Microsoft Tag and Windows Live ID. You are entirely responsible for maintaining the confidentiality of your passwords and Accounts. Furthermore, you are entirely responsible for any and all activities that occur under your Accounts. You agree to notify Microsoft immediately of any unauthorized use of your Accounts or any other breach of security. Microsoft will not be liable for any loss that you may incur as a result of someone else using your passwords or Accounts, either with or without your knowledge. However, you could be held liable for losses incurred by Microsoft or another party due to someone else using your Accounts or passwords. You may not use anyone else's Account at any time without the permission of the Account holder.

FEEDBACK

If you give feedback about the Microsoft Tag system, Tags or other services 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 grant any rights or make any payments to third parties because the feedback was incorporated into our software, documentation or other products. These rights survive this agreement.

WARRANTIES

You warrant and represent that any and all information that you provide to Microsoft in signing up for the Beta Program, including signing up for a Windows LiveID, is truthful, accurate, and in compliance with the terms of this Agreement.

You represent, covenant and warrant to Microsoft that: 1) the Tag Content is accurate, complete and current, and you are fully authorized to provide the Tag Content and to authorize Microsoft to provide the Tag Content to end users; and 2) the Tag Content, and any Web site linked to from your Tag Content (A) complies with all applicable laws and regulations, (B) does not infringe, misappropriate or otherwise violate any third party intellectual property right, (C) does not breach the rights of any person or entity, including, without limitation, rights of publicity or privacy, and is not defamatory, and (D) does not and will not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

THE SERVICES, INCLUDING BUT NOT LIMITED TO TAGS AND REPORTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MICROSOFT AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, FUNCTIONALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR TAGS, OR THE INFORMATION CONTAINED IN THE DOCUMENTS, REPORTS AND/OR RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES OR IN CONJUNCTION WITH ANY TAGS FOR ANY PURPOSE. THE DOCUMENTS, REPORTS AND INFORMATION AVAILABLE THROUGH THE SERVICES COULD INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MICROSOFT CORPORATION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE TAGS, SERVICES AND INFORMATION RESULTING FROM THE SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

INDEMNITY

At Microsoft’s request, you will defend, hold harmless, and indemnify Microsoft and its directors, officers, employees, agents, subsidiaries, affiliates and each of their successors from and against all third-party claims, actions, demands, proceedings, damages, costs and liabilities of any kind (collectively, “Claims”) to the extent that the Claims arise out of or relate to the Tag Content, your use of the services, the Tags you created, Your Materials, your violation of laws or applicable regulations in the use of the Tags (e.g., violation of consumer protection, product packaging, or other laws), your breach of your warranties or obligations under this Agreement, or other Claims that may arise out of the Tag Content or Your Materials (e.g., product liability Claims).

LIMITATION OF LIABILITY

EXCEPT AS SET FORTH BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES (INCLUDING LOSS OF DATA, REVENUE, AND/OR PROFITS) COSTS OR EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. MICROSOFT WILL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS DUE TO FORCE MAJEURE, AND IN ADDITION WILL NOT BE LIABLE TO YOU FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID TO MICROSOFT HEREUNDER, IF ANY. AS THE SERVICES ARE PRE-RELEASE AND OFFERED AS BETA ONLY, THIS PROVISION FORMS AN ESSENTIAL PART OF THIS AGREEMENT. 

The foregoing limitation does not apply to liability arising from:

· your duty to indemnify Microsoft under this Agreement;

· a breach of a your obligations under the “Other Terms Relating to Your Use of the Tags, Services and Provision of Tag Content” Section;

· your infringement, misuse or misappropriation of any intellectual property rights; or

· your gross negligence, willful misconduct or fraud.

TERM AND TERMINATION

The Term of this Agreement is from the date that you accept this Agreement until it is terminated, as described below.

You may terminate this Agreement by ceasing to use the services and Tags and deleting the Tags you created. If you are dissatisfied with the services, your sole and exclusive remedy is to cease use of the services and Tags and terminate this Agreement upon written notice to Microsoft.

Microsoft may terminate this Agreement, or may terminate or suspend your right to use any Tag or services in the event that you breach the terms of this Agreement. In the event of such termination or suspension, Microsoft will provide notice to you.

Microsoft may terminate the Beta Program and/or this Agreement for any reason at any time. Microsoft shall use commercially reasonable efforts to provide the services for Tags created and in use prior to the termination of the Beta Program for the surviving 2 year period set forth in the section “Cost” above. For purposes of clarification, Microsoft will have the right to terminate the services and your use of the Tags earlier for reason of (a) law or regulations; (b) an event of force majeure; or (c) actual or threatened court action.

APPLICABLE LAW AND PLACE FOR RESOLVING DISPUTES

Washington state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, U.S.A. for all disputes arising out of or relating to this Agreement.

NOTICES

Microsoft may provide any notices under this Agreement to the e-mail address associated with your Windows LiveID account. Notices to Microsoft must be sent to Microsoft Corporation, Mail Slot: Tag Beta, One Microsoft Way, Redmond, WA 98052.