These terms ("TOU") apply to your use of the Services and Content, defined below. By installing, accessing, or otherwise using the Services within your Application (defined below), you are agreeing to these TOU with Microsoft Corporation ("Microsoft", "we", "us", or "our"). You represent and warrant to us that you have the authority to accept this TOU on behalf of yourself, a company, or another entity, as applicable ("you" or "Company"). We may change, amend, or cancel this TOU at any time. Your use of the Services after the changes become effective means you agree to the new TOU. If you do not agree to the new TOU, you must stop using the Services.
Section 1. Definitions.
Wherever used in these TOU with the first letter capitalized, these terms have the following meanings:
- (a) "Affiliate" means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.
- (b) "API" means any form of application programming interface that provides access to a Microsoft service and any associated tools, including sample code that enables interactions with Microsoft's services, and documentation that Microsoft makes available under these TOU, and includes all elements, components, and executables of such API.
- (c) "Application" means your software application, website, or product you create or a service you offer designed to provide access to the Services.
- (d) "Asset" means mobile objects that are managed as part of a fleet, which may include vehicles, devices, or people.
- (e) "Billable Transaction" means a call to the Service for which you pay a fee, as further described here.
- (f) "Bing Maps Platform APIs" means the APIs available here, and any other Bing Maps Platform APIs that Microsoft may offer via the Documentation, including the Bing Spatial Data Services API.
- (h) "Bing Spatial Data Services API" means the APIs that enable the use of REST URLs to geocode and reverse-geocode large sets of spatial data and to create and query data sources in Applications, as described in the Documentation.
- (i) "Content" means any maps, images, geocodes, data, third party content, or other content that Microsoft makes available to you via the Services.
- (j) "Documentation" means the software development kits and technical documentation applicable to the Services, located here.
- (k) "End User" means the users of your Application.
- (l) "Services" means the (i) Bing Maps Platform APIs and the Maps Platform APIs for the Universal Windows Platform listed here that provide access to Content, including all elements, components and executables of such APIs and (ii) documentation that Microsoft makes available under these TOU.
- (m) "Standard Terms" means the separate licensing terms that accompany Microsoft products and services. Standard Terms include the agreement under which you obtained access to Microsoft Azure services, including the Microsoft Azure Marketplace Terms.
Section 2. License grants.
- (a) Use of the Service and Content. Expressly conditioned upon your compliance with these TOU, and during the term of these TOU, Microsoft grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to: (i) install, use, and make calls to the Services to develop, test, and support your Application and to allow End Users to use your integration of the Services within your Application; and (ii) to use the Content, as it is provided by the Services, in your Application. You may use the Services using only the methods and means of access that are documented in the Documentation.
- (b) Attribution and proprietary notices. Microsoft grants you a non-exclusive, non-assignable, non-transferable, revocable license to reproduce and display Microsoft's logos in the Content in connection with your authorized use of the Services for the sole purpose of providing attribution to Microsoft. If the Content includes Microsoft's or its suppliers' logos or proprietary notices, you will not change, obscure, remove, or resize any logo, trademark, copyright, or other notice of Microsoft or its suppliers or digital watermarks in the Content. If such notices are not included in the Content, you must display in a conspicuous manner within your Application the Microsoft or third party attribution provided by Microsoft.
- (c) No Derivative Works. You will not modify or create a derivative work based on any Content unless expressly permitted to do so under these TOU. For example, the following are prohibited: (i) creating server-side modification of map tiles; (ii) stitching multiple static map images together to create other imagery products; or (iii) tracing or extracting features from Microsoft's maps, including imagery, to create a new work, such as a new mapping or navigation dataset.
Section 3. Account Access.
We will provide you with a security key ("API Key") when you register that you must use to access the Services. You may not share your API Key with any third party, and you must use the API Key as your sole means of accessing the API. You are responsible for the security and confidentiality of your credentials, including your API Key, and all use of the Services through your credentials. You must notify Microsoft promptly of any possible misuse of your accounts or credentials. You may not create multiple accounts for the purpose of circumventing transaction limits.
Section 4. Use of the Services.
You may use the Services only as expressly permitted in these TOU.
- (a) Your use of the Services is subject to any additional restrictions or rights included in your Standard Terms.
- (b) You will set the user region parameter in the Services in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available.
- (c) The Services may include content that is subject to the Open Data Commons Open Database License ("ODbL"), available at https://opendatacommons.org/licenses/odbl/ or a successor site. Your use of such content is subject to the terms of the ODbL, as well as these TOU.
- (d) Microsoft may, in its sole discretion, limit: (i) the rate at which the Services, or any subset of it, may be called; (ii) the amount of storage made available to each Services account; or (iii) the length of individual content segments that may be uploaded to, or served from, the Services.
- (e) You may only use Content from Ordnance Survey in Applications that you make available to the general public.
- (f) You may combine or overlay Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey's United Kingdom mapping data (but not Ordnance Survey's roads data) with the Services, only if you (i) have procured all such rights to Ordnance Survey's United Kingdom mapping data; and (ii) such use is consistent with your Ordnance Survey license.
- (g) You may use geocodes with third-party maps.
Section 5. General Restrictions.
When using the Services, you may not, nor may you permit End Users to:
- (a) Use the Services in any application or situation where failure of the Services could lead to the death or serious bodily injury of any person or to severe physical or environmental damage.
- (b) Use the Services in a way that could impair, harm, or damage Microsoft, any Microsoft service or application, anyone's use of the Services, or any other Microsoft service or application;
- (c) Use the Services to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, or networks connected to or that can be accessed via the Services;
- (d) Use the Services in a way that violates applicable law, including:
- (i) Illegal activities, such as child pornography, gambling, piracy, or violating copyright, trademark, or other intellectual property laws;
- (ii) Intending to exploit minors in any way;
- (iii) Accessing or authorizing anyone to access the Microsoft API from an embargoed country;
- (iv) Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason; or
- (v) Violating applicable privacy laws and regulations;
- (e) Reverse engineer, decompile, or disassemble Services, except and only to the extent that applicable law expressly permits, despite this limitation;
- (f) Use Services in any way that threatens the integrity, performance, or reliability of Services or any Microsoft product or service, including performance or stress testing, or in any manner that works around any technical limitations in Services;
- (g) Request from a Service more than the minimum data that your Application needs to offer End Users the intended Application functionality;
- (h) Request from a Service any information outside any permissions granted by the End User of your Application, if a Service requires permissions;
- (i) Redistribute, resell, or sublicense access to any Microsoft service or Content;
- (j) Falsify or alter any unique referral identifier in, or assigned to, an Application, or otherwise obscure or alter the source of queries coming from an Application;
- (k) Circumvent or bypass transaction limits by any means or in any manner, including by creating multiple accounts;
- (l) Copy, store, archive, or create a database of Content, except that you may store geocodes locally for use solely with your Applications;
- (m) Use the Services or Content in connection with (i) real-time navigation or route guidance or (ii) automatic or autonomous vehicle control;
- (n) Use the Services for Asset tracking, unless you have paid for such use;
- (o) Use Content that consists of points of interest data to generate sales leads;
- (p) Integrate road maps from the Services with third-party roadmaps;
- (q) Replace imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Applications (for example, demographic or school location data); or
- (r) Use the Services or Content with a vehicle's dashboard, or a device connected to a vehicle's dashboard, systems, or sensors, except that the device may be connected to the vehicle power source for charging purposes.
Additional restrictions may apply to use of particular Content or functionalities, as set forth in the Documentation from time to time.
Section 6. Fees and payment.
The price and payment terms for your use of the Services are governed by your Standard Terms, hereby incorporated by reference. Taxes, if any, will be paid as provided in your Standard Terms.
Section 7. Application terms for specific offerings.
The following terms apply respectively for each of the following offerings purchased through the Azure Marketplace:
- (a) Bing Maps API for Enterprise Public Website Transactions: If you purchased a Bing Maps API for Enterprise Public Website Transactions subscription, you may only use the Services in: (i) an Application that will serve as a map display and/or locator, available to consumers on Company, agent or franchisee owned and operated publicly available websites (including mobile websites or apps), which may be offered for a fee and/or require a login; or (ii) an Application which is used by Company, agent or franchisee to track, view and manage Assets that are consumer devices based on their GPS or other sensor based location. You may not use the Services for or in connection with Applications used by authenticated enterprise users (employees or agents of the enterprise) over a private network. Each Bing Maps API for Enterprise Public Website Transaction subscription consists of a varying number of Billable Transactions.
- (b) Bing Maps API for Enterprise Internal Website Transactions. If you have purchased a Bing Maps API for Enterprise Internal Website Transactions subscription, you may only use the Services in an Application on a private network with access restricted to your employees and/or customers, to access and display maps and related information. Your Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users. Each Bing Maps API for Enterprise Internal Website Transaction subscription consists of a varying number of Billable Transactions.
Section 8. Bing Maps TOU.
Section 9. Data collection and privacy.
Microsoft may collect information from you or End Users such as, but not limited to, an End User's IP address, requests, time of submissions and the results returned to the End User, in connection with transaction requests to the Services. If the Services you are using include the Bing Maps V8 Web Control, you understand and acknowledge that the Services are collecting non-identifiable data about your use of the Services. You consent to Microsoft transmitting such data to third parties. All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing End Users with adequate notice of the privacy practices applicable to your Application.
Section 10. Intellectual Property and Reservation of Rights.
- (a) Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under these TOU are reserved by Microsoft and its suppliers.
- (b) Ownership. Except for material that we may license to you, we do not claim ownership of any data, information, or content that you upload or otherwise provide to us related to the Services. Except as set expressly stated in these TOU, these TOU do not grant Microsoft any right or license to any Application or Company intellectual property, including intellectual property that Company has licensed from third parties. Content that you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you, unless you agree to grant Microsoft additional rights under this section by way of the process detailed in the Documentation.
Section 11. Disclaimer of Warranties.
The Services and all Content are provided "as is" without warranty of any kind by Microsoft or its suppliers. To the maximum extent permitted by law, any and all representations, warranties, or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no warranty that the Services will operate properly as integrated with the Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete. Microsoft and its suppliers specifically disclaim any liability for End Users' reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers will not be liable for harm to End Users resulting from reliance on any map, Content, or direction provided hereunder.
Section 12. Disclaimer of consequential damages.
Neither party nor Microsoft's suppliers will be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information), arising out of or related to the Services, Content, or these TOU, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.
Section 13. Limitation of Liability.
Neither party's nor Microsoft's suppliers' aggregate liability for all claims arising from or related to these TOU, the Services, or the Content will exceed the greater of (i) the amount of fees paid by Company to Microsoft in the 12 months preceding the date the claim arose, or (ii) $250,000. These limitations will apply even if any remedy fails its essential purpose. None of the limitations and exclusions in this section apply to claims related to either party's violation of the other party's intellectual property rights or to any obligation to pay fees.
Section 14. Indemnity.
- (a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates a trade secret (individually and collectively, an "Infringement Claim").
- (b) Company. Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any claim made by an unaffiliated third party to the extent based on the operation of any Application (together with any Infringement Claim, individually and collectively, a "Claim").
- (c) Conditions. With regard to any Claim, either party's obligations are subject to the following conditions: (i) the party seeking defense (the "Defended party") must promptly notify the other party (the "Defending party") in writing of the Claim; (ii) the Defending party will have sole control over defense or settlement of the Claim; and (iii) the Defended party must provide the Defending party with reasonable assistance in the defense of the Claim, for which the Defending party will reimburse Defended party's reasonable out of pocket expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended party's expense. Defending party may not settle the Claim without the Defended party's prior written consent, if such settlement would result in any admission, liability or limitation upon future actions of the Defended party.
- (d) Exceptions. Microsoft's obligations will not apply to the extent any Claim or adverse final judgment is based on: (i) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company; (ii) a patent or copyright owned or controlled by Company or its Affiliate; (iii) combining the Services with a non-Microsoft product, data or business process, if the basis of the Claim would not have existed but for such combination; or (iv) continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement. Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.
- (e) Mitigation. In addition to the obligations in Section 14(a), Microsoft may, in connection with a potential Infringement Claim, at its expense and option, take further action such as: (i) procuring for Company the rights or licenses necessary to address the Infringement Claim; (ii) replacing or modifying the Services to make it non-infringing; or (iii) terminating the Services and refunding any fees prepaid by Company for undelivered Services.
- (f) Exclusive remedy. This Section 14 provides Company's exclusive remedy for third party Infringement Claims.
Section 15. Term and termination.
These TOU are effective upon your acceptance. Either party may terminate these TOU if the other party is in breach of any material term and fails to cure it within 30 days after written notice that describes the breach. In the event of termination by Microsoft due to Company's uncured material breach, all rights granted to you by these TOU will automatically terminate and you will cease to have any rights to use the Services and all unpaid amounts for Services delivered prior to termination automatically become due and payable.
Section 16. Service Levels.
Microsoft will use commercially reasonable efforts to achieve the service level commitments in your service level agreement (“SLA”) in your Standard Terms. The sole remedies for failure to meet the level of service described in the SLA shall be the remedies stated in the SLA. Microsoft will not be liable under the SLA if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
Section 17. Services updates.
Microsoft will make commercially reasonable efforts to provide you with advance notice of material updates to the Services. When Microsoft reasonably believes an update will require significant changes to all Applications using the Services (such as major version releases - e.g. v1.0 to v2.0), Microsoft will continue to make the prior version (one version back) of the Services available for at least 12 months after the release of a new version. You may be unable to access the Services if it does not upgrade its Applications to the latest version during that time.
Section 18. Changes, cancellation or suspension of the Services.
We may change, cancel, or suspend your use of the Services at any time. Some changes to the Services may cause your Applications to stop working. Our cancellation or suspension may be without cause and/or without notice. Upon cancellation, your right to use the Services stops immediately, and you will not be able to access any data you have stored on the Services.
Section 19. Changes to the TOU.
We may update these TOU from time to time, and the effect of those changes will be governed by your Standard Terms, if any. We will notify you of any changes as provided by Section 20. If you do not agree to the changes, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the changed TOU. In the future, we may choose to charge for all use of the Services, or change the requirements for use free of charge. If we choose to change the fee requirements for the Services, Microsoft will provide notice of such terms as provided in Section 20, and you may elect to stop using the Services rather than incurring fees.
Section 20. Notices.
We will send any legal notices under this TOU, including notices required by law, to the email address associated with your Microsoft Azure subscription. You are responsible for keeping your contact information up to date. Notices provided to you via email will be deemed given and received on the transmission date of the email. If you do not consent to receive notices electronically, you must stop using the Services. If you do not consent to receive notices electronically, you must stop using the Services.
Section 21. Compliance with laws.
You must comply with all laws and regulations applicable to you and your End User's use of Services, including laws related to privacy, data protection, and U.S. export laws.
Section 22. Miscellaneous.
- (a) Assignment. You may not assign or delegate any rights or obligations under these TOU, including in connection with a change of control, without Microsoft's prior written consent. Any purported assignment and delegation will be ineffective. We may freely assign or delegate all rights and obligations under these TOU, fully or partially without notice to you.
- (b) Force Majeure. Microsoft and Company will not be in default if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
- (c) Survival. Section 10 to Section 20 and Section 22 will survive the termination of this TOU and your Standard Terms, if any.
- (d) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of these TOU and applies to claims for breach, regardless of conflict of laws principles; and (ii) 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 TOU. If you are headquartered in Europe: (i) the laws of England and Wales govern the interpretation of this TOU and apply to claims for breach, regardless of conflict of laws principles; and (ii) you and we irrevocably consent to the exclusive jurisdiction and venue of the courts located in London, England, for all disputes arising out of or relating to these TOU. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the Bing Maps Agreement or these TOU, the prevailing party will be entitled to recover reasonable attorneys' fees and costs.
- (e) Enforceability and Interpreting the TOU. All parts of these TOU apply to the maximum extent permitted by law. If any provision of your Standard Terms renders these TOU unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of your Standard Terms and these TOU will remain in place. These TOU, together with your Standard Terms, constitute the entire agreement between you and us regarding your use of the Services. In the event of any conflict between these TOU and your Standard Terms, the Standard Terms will prevail.
- (f) No Third Party Beneficiaries. These TOU are solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
- (g) No joint venture. The parties are operating as independent contractors, and nothing in these TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
- (h) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
- (i) Logos; marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party's prior written approval.
- (j) Print rights. If print rights are available for the Services, such rights will be included here.