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Trial Agreement

Last updated: August 2017

This Microsoft Online Subscription Trial Agreement is entered into between you (the entity that has entered into this agreement) and us (Microsoft Corporation). This agreement consists of the below terms and conditions and the Online Services Terms. This agreement is effective on the date you accept it or upon your first use of a Product linking to this agreement.

Terms and Conditions

1. Definitions.

"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity. If you are an agency of a state, provincial, or local government, "Affiliate" means (1) any government agency, department, office, instrumentality, division, unit or other entity, of your state, provincial or local government that you supervise or is part of you, or which supervises you or you are part of, or which is under common supervision with you; (2) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state or province and located within your state's or province's jurisdiction and geographic boundaries; and (3) any other entity in your state or province expressly authorized by the laws of your state or province to purchase under state or provincial contracts; provided that a state or province and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government or its Affiliates. Notwithstanding the foregoing, provincial Crown corporations are not Affiliates for the purposes of this definition. If you are an agency of the U.S. government, "Affiliate" means any other agency of the U.S. government. If you are an agency of the Canadian government, "Affiliate" means any other agency of the Canadian government, except for a federal Crown corporation.

"Communities" means one or more forum(s) that we or an Affiliate may establish for customers or the general public to obtain information or collaborate regarding the use of the Product(s), as may be accessible via the Portal or at an alternate website we identify.

"Customer Data" means all data, including all text, sound, or image files that you provide, or are provided on your behalf, to us through your use of the Online Services.

"Initial Term" means 30 days.

"License" means the right to copy, install, use, access, display, run and/or otherwise interact with a Product, as applicable, and as may be further described in the Online Services Terms.

"Licensed Software" means any full version of software, offered on a standalone basis or as a component of Online Services, available on the Portal.

“Government Community Cloud” means Microsoft’s family of Office 365 Products that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by eligible US Federal, State, Local, and Tribal Government Customers only and offered in accordance with the “community cloud” definition in the National Institute of Standards and Technology (NIST) Special Publication 800-145.

"Online Service" means any of the Microsoft-hosted online services that you subscribe to under this agreement, including Office 365 Services, Microsoft Dynamics 365 Services, Microsoft Intune Online Services, Microsoft Azure Active Directory Premium, Microsoft Rights Management Services, and Enterprise Mobility Suite.

"Online Services Terms" means the use rights for each Product published at or at an alternate site that we identify.

"Order" means an order for one or more Trial Subscriptions to a Product or Products on the Portal.

"Portal" means the Microsoft Online Services Portal at Office 365 Services; Microsoft Intune Online Services; mobilty suite; and Dynamics 365 Services; or at alternate website we identify.

"Product" means Online Services and any Licensed Software as described on the Portal.

"Subscription" means the part of the Order identifying the specific Product being ordered and may include the quantity, ship-to address, or other information.

"Supplemental Software" means software provided to you as part of the Online Services and which is used with the Online Services to enable certain functions of the Online Services.

"Term" means the Initial Term, as extended by any Trial Extension.

"Trial Extension" means a one-time extension of your Trial Subscription for an additional 30 day period, without charge, upon your request, and subject to your compliance with the terms of this agreement.

"Trial Subscription" means a Subscription lasting 30 days without charge, subject to one Trial Extension and the other terms provided herein.

2. Your use of our Products.

a. General. We grant you a License to Products you ordered provided you comply with this agreement. Your License is non-exclusive and is non-perpetual and non-transferable unless specifically allowed. Minimum system requirements or other factors may affect your ability to use Products. We reserve all rights not expressly granted in this agreement.

b. Privacy and Security Terms. We will handle your Customer Data according to the privacy and security terms set forth in the Online Services Terms.

c. Supplemental Software. To enable optimal access and use of certain Online Services, you may need to install Supplemental Software, including upgrades and/or updates. This agreement governs your use of Supplemental Software, and any upgrades/updates, unless we present separate license terms to you upon installation. Any separate license terms are between us and you, not your users. You may use Supplemental Software only to support the applicable Online Service. Copies you make must be complete copies (including copyright and trademark notices) and made from Microsoft-approved media or a network source. You may use a third party to make and install these copies, but you agree to be responsible for that third party's actions. You agree to use reasonable efforts to inform anyone you allow to use the Supplemental Software that it is licensed from us and subject to the terms of this agreement.

We may check the version of the Supplemental Software you are using and recommend or download updates, with or without notice, to your devices. Your right to use the Supplemental Software ends when your right to use the Online Service ends or when we update the Online Service and it no longer supports the Supplemental Software, whichever comes first. You must uninstall the Supplemental Software when your right to use it ends. We may also disable it at that time.

d. Licensed Software with Office 365 Services. To the extent software is included as a component of Office 365 Services, we grant you Licenses for the number of copies, up to twenty (20), of Licensed Software you requested for your Trial Subscriptions. We also grant you the right to use a prior (older) version in place of a Licensed Software version you license if we specify such use in the Online Services Terms.

(i) Qualifying desktop operating system License. Licenses for desktop operating system software available under this agreement are upgrade Licenses only ("OS Upgrade Licenses"), not full Licenses. All your computers that will run OS Upgrade Licenses must be licensed to run one of the full qualifying desktop operating systems identified in the Online Services Terms.

You may internally reassign OS Upgrade Licenses from the original computer to a replacement computer within your enterprise, so long as (1) the replacement computer is licensed to run a qualifying operating system identified in the Online Services Terms, (2) you remove any OS Upgrade License software from the original computer, and (3) that reassignment is performed only once during the Term.

(ii) Licenses do not become perpetual. Licensed Software you obtain under this agreement lasts only for the duration of the Term. Any references in the Online Services Terms to running Licensed Software on a perpetual basis do not apply.

(iii) License confirmation. Proof of your Licenses is: (1) this agreement and (2) the Order confirmation, if any.

(iv) License rights are not related to fulfillment of software media. Your acquisition of software media does not affect your License to Licensed Software obtained under this agreement. We license Licensed Software to you, we do not sell it.

(v) Copies. You may make as many copies of the Licensed Software as your users need. Copies you make must be complete copies (including copyright and trademark notices). You must make copies from media or a network source acquired from or made available by a Microsoft approved fulfillment source. You may use a third party to make and install these copies, but you agree to be responsible for its actions. You must use reasonable efforts to inform anyone you allow to use the Licensed Software that it is licensed from us and subject to the terms of this agreement.

(vi) Right to re-image. In certain cases, you may re-image the Licensed Software using the Licensed Software media. If you acquired the Licensed Software (1) from an original equipment manufacturer (OEM), (2) as full packaged Licensed Software through a retail source, or (3) under another Microsoft program, you may use the media provided to you under this agreement to create images for use in place of copies provided through that separate source. You have this right provided that:

§  You have a valid license for each copy of the Licensed Software that is re-imaged;

§  The Licensed Software, language, version, and components of the copies is identical to the Licensed Software, language, version, and all components of the copies they replace and the number of copies or instances of the re-imaged Licensed Software permitted remains the same;

§  Except for copies of an operating system and copies of Licensed Software licensed under another Microsoft program, the Licensed Software type (e.g., upgrade or full License) are identical to the Licensed Software type from the separate source;

§  You comply with any specific requirements for re-imaging identified in the Online Services Terms; and

§  You agree that re-images made under this subsection remain subject to the terms and use rights provided with the Licensed Software from the separate source.

This subsection does not create or extend any warranty or support obligation.

(vii) Transferring Licenses to Affiliates or third parties not permitted. Licenses are granted under this agreement on a temporary basis for use with your Trial Subscriptions. You may not transfer any Licenses granted under this Agreement.

e. Limitations on use. You may not reverse engineer, decompile or disassemble any Product, except where applicable law permits it despite this limitation. You may not rent, lease, lend, resell, or host to or for third parties any Product, except as expressly permitted for a given Product in the Online Services Termss. You may not separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Online Services Terms.

f. Responsibility for your accounts. You are responsible for your passwords, if any, and all activity with your Online Services' accounts including that of users you provision and dealings with third parties that take place through your account or associated accounts. You must keep your accounts and passwords confidential. You must tell us right away about any possible misuse of your accounts or any security incident related to the online service.

g. Government Community Cloud Trials . The terms and conditions in this Section 2(g) apply only to Trial subscriptions for Office 365 plan G3(a “G3Trial Subscription”).

In order to qualify for a G3 Trial Subscription, Customer must first contact Microsoft in order to have its eligibility verified, after which Microsoft will provide Customer with instructions for provision of its G3 Trial Subscription.  In order to move from a G3 Trial Subscription to a paid order for Office 365 in the Government Community Cloud, Customer must enter into an Enterprise Enrollment or Enterprise Subscription Enrollment.

(i) Qualification.  By accepting a G3 Trial Subscription, you certify that you are a U.S. Federal, State, Local or Tribal government entity.  Microsoft reserves the right to cancel your G3 Trial Subscription in the event that you are found not to meet the foregoing criterion.

(ii) Some online services in the Office 365 family of Products (including Exchange Online Archiving for Exchange Server) are offered as Government Community Cloud services and non-Government Community Cloud services.  You may be provisioned as one or the other but not a mix of both.  Online Services designated as Government Community Cloud may not be deployed in the same domain with specific non-Government Community Cloud services.  This limitation extends to any online service that is part of the Office 365 family of products including Exchange Online, SharePoint Online, and Lync Online.

(iii) Once an Online Service is provisioned in the Government Community Cloud it will remain so for the duration of the subscription term.  Government Community Cloud services are subject to the Online Services Terms .

h. Third-party Software Components. The Supplemental or Licensed Software may contain third party software components. Unless otherwise disclosed in that software, Microsoft, not the third party, licenses these components to Customer under Microsoft’s license terms and notices.

3. Ordering, pricing, payments, renewals, and taxes.

a. Ordering. You can place an Order for each Subscription on the Portal. You may need to activate an Online Service prior to use.

(i) You may increase or decrease the quantity of Product for each Trial Subscription, subject to a maximum of users to be supported by any Trial Subscription to a Product (see the table below.) Units of Product added to a Subscription will expire at the end of the Term. A Trial Subscription for a Product that is an "add-on" requires a Subscription for the Product on which the "add-on" depends. The Trial Subscription for an "add-on" may end when the Subscription for the Product on which the "add-on" depends ends. Each Trial Subscription shall be for the duration of the Term. Maximum numbers of users for each Trial Subscription are as follows:

Maximum number of users per Trial Subscripion
Office 36520
Dynamics 365 Service25
Microsoft Intune100
Azure Active Directory Premium25
Rights Management Services25
Enterprise Mobility Suite100

(ii) You may place Orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage their Product. Affiliates may not place Orders under this agreement. If you grant any rights to your Affiliates, such Affiliates shall be bound by this agreement. You agree to be jointly and severally liable for any Product purchased for or other actions taken by any of your Affiliates to which you provide rights under this agreement.

b. Prices. No fees are charged for the Trial Subscriptions for the duration of the Term provided you comply with this agreement.

c. Trial Extension. Beginning with the date that is 5 days prior to the end of the Initial Term and ending on the last day of the Initial Term, you may elect to receive one Trial Extension. You may elect this selection during such period on the Portal. Once your request is processed, the new termination date for your Trial Subscriptions will be shown on the Portal.

d. New agreement. Before you place new Orders, request a Trial Extension, and upon notice, we may require you to agree to enter into an updated agreement that will govern Orders, Trial Subscriptions, or usage from that date forward.

e. Taxes. You are responsible for any taxes you are legally obligated to pay.

4. Term, suspension, cancellation, and termination.

a. Agreement term and termination. This agreement will remain in effect unless you terminate it in writing subject to the terms of this Section. Termination will terminate only your right to request a Trial Extension or to place new Orders for additional Products under this agreement. Termination will not affect any Trial Subscription not otherwise cancelled or terminated and this agreement shall remain in effect for such Trial Subscription for the remainder of the Term.

b. Cancellation of a Subscription. You may cancel a Trial Subscription at any time during the Term. A cancellation will be effective at the conclusion of the Initial Term, or, if a Trial Extension has been granted, at the conclusion of the Term.

c. Effect of cancellation or expiration on Licensed Software. You must follow the process, if available, on the Portal or otherwise contact Microsoft customer service (see contact information on the Portal) to terminate the agreement or cancel a Subscription. If the agreement or an applicable Trial Subscription is terminated or expires, and you do not elect to purchase a paid Subscription to the Products licensed under your Trial Subscriptions, then you must delete all copies of Supplemental Software and Licensed Software licensed under this agreement and destroy any associated media. We may ask you to provide written certification of the deletion and destruction.

d. Expiration or termination: Customer Data. Upon expiration or termination of your Trial Subscription, you must tell us whether to:

(i)convert your account to a paid Subscription; or

(ii)disable your account and then delete your Customer Data; or

(iii) retain your Customer Data in a limited function account for at least 60 days after expiration or termination of your Trial Subscription (and specifically with regards to Microsoft Dynamics 365 Services, it shall only be for up to 7 days after expiration or termination of the Trial Subscription) (the "retention period") so that you may contact Microsoft in order to extract your Customer Data, notwithstanding any other retention period specified in the Online Services Terms.

§  If you indicate (ii), you will not be able to extract your Customer Data from your account. If you indicate (iii), you will be able to extract your Customer Data via our standard processes and tools, and you will reimburse us if there are any applicable costs. If you do not indicate (i) or (ii), we will retain your Customer Data in accordance with (iii).

§  Following the expiration of the retention period in (iii), we may disable your account and delete your Customer Data.

You agree that, other than as described above, we have no obligation to continue to hold, export or return your Customer Data. You agree that we have no liability whatsoever for deletion of your Customer Data pursuant to these terms.

e. Regulatory environment: modification or termination. We may modify or terminate an Online Service in any country where there is any current or future government requirement or obligation that subjects us to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for us to continue operating the Online Service without modification, and/or causes us to believe these terms or the Online Service may be in conflict with any such requirement or obligation. For example, we may modify or terminate the Online Service in connection with a government requirement that would cause us to be regulated as a telecommunications provider.

5. Confidentiality.

We and you shall treat the design and performance of the Online Services that are accessible to you only via password protected access and any documentation or materials we make available to you under this agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties' business relationship with each other. If you are a government customer, this Section is subject to the requirements of applicable trade secret, public records, or similar laws.

6. Warranties.

a. No warranties.

The Online Services and Licensed Software are being provided under this agreement on a temporary basis for use with your Trial Subscriptions. No warranties are provided under this agreement.


7. Defense of infringement and misappropriation claims.

a. Our agreement to protect. We will defend you against any claims made by an unaffiliated third party that any Product infringes that party's patent, copyright or trademark or makes intentional unlawful use of its trade secret. We will also pay the amount of any resulting adverse final judgment (or settlement to which we consent). This Section provides your exclusive remedy for these claims.

b. What you must do. You must notify us promptly in writing of the claim and give us sole control over defense or settlement. You must also provide us with reasonable assistance in defending the claim. We will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance.

c. Limitations on defense obligation. Our obligations will not apply to the extent that the claim or award is based on:

(i) Customer Data, code, or materials you provided as part of the use of an Online Service;

(ii) your use of the Product after we notify you to discontinue that use due to a third party claim;

(iii) your combination of the Product with a non-Microsoft product, data or business process;

(iv) damages attributable to the value of the use of a non-Microsoft product, data or business process;

(v)modifications you make to the Product;

(vi) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party;

(vii) your use of Microsoft's trademark(s) without express written consent to do so; or

(viii) any trade secret claim, where you acquire the trade secret or undisclosed information (1) through improper means; (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) from a person (other than us or our Affiliate) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret.

You will reimburse us for any costs or damages that result from any of the above actions.

d. Specific rights and remedies in case of infringement.

(i) Our rights in addressing possible infringement. If we receive information concerning an infringement claim related to a Product, we may, at our expense and without obligation to do so: (1) procure for you the right to continue to use the allegedly infringing Product; (2) modify the Product; (3) replace the Product with a functional equivalent, to make it non-infringing, in which case you will immediately stop using the allegedly infringing Product after receiving notice from us; or (4) terminate any Trial Subscriptions relating to the Product.

(ii) Your specific remedy in case of injunction. If, as a result of an infringement claim, your use of a Product is enjoined by a court of competent jurisdiction, we will, at our option, either: (1) procure the right to continue its use; (2) replace it with a functional equivalent; (3) modify it to make it non-infringing; or (4) terminate any Trial Subscriptions relating to the Product.

8. Limitation of liability.

a. Limitation on liability. Except as otherwise provided in this Section, to the extent permitted by applicable law, our and our Affiliates' and contractors' liability to you arising under this agreement is limited to five United States dollars ($5.00 USD). These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, this monetary limitation will not apply to:

(i) Our obligations under the Section titled "Defense of infringement, misappropriation, and third party claims";

(ii) liability for damages awarded by a court of final adjudication for our or our employees' or agents' gross negligence or willful misconduct;

(iii) liabilities arising out of any breach of our obligations under the Section entitled "Confidentiality"; and

(iv) liability for personal injury or death caused by our negligence or that of our employees or agents or for fraudulent misrepresentation.


9. Verifying compliance.

During the Term of any Trial Subscription and for three years thereafter, you must keep all usual and proper records relating to the Trial Subscription(s) and your use of Products under this agreement. We may request that you conduct an internal audit of all Products in use throughout your organization, comparing the number of Licenses in use to the number of Licenses issued to and/or paid for by you. By requesting an audit, we do not waive our rights to enforce this agreement or to protect Microsoft intellectual property by any other means permitted by law.

If verification or self-audit reveals any unlicensed use, you must promptly order sufficient Licenses to cover your past and present use. If material unlicensed use is found, you must reimburse us for the costs we incurred in verification and acquire the necessary additional Licenses at retail license cost within 30 days.

10. Feedback.

If you provided feedback about the Online Services to Microsoft (either through the Online Servics itself or through any other means), you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because Microsoft includes your feedback in them. These rights survive this agreement.

11. Miscellaneous.

a. Notices to us. You must send notices, authorizations, and requests in connection with this agreement by regular or overnight mail, or express courier, to the addresses listed below. We will treat notices as delivered on the date shown on the return receipt. You must terminate the agreement, a Trial Subscription, or cancel a Trial Subscription via the Microsoft customer service contact identified on the Portal.

Notices should be sent to:

Microsoft Corporation
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052

Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052

b. Electronic notices to you. We may provide you with information about the Online Services in electronic form. It may be via email to the address you provide when you sign up for the Online Services (as you may update via the Portal), or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the Online Services, you have the software and hardware needed to receive these notices. You may not use the Online Services if you do not agree to receive these electronic notices. In addition, various service communications may be sent via email to account administrators you identify and may update via the Portal.

c. Assignment. You may not assign this agreement. We may assign this agreement to our Affiliates.

d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.

e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.

f. Applicable law. This agreement is governed by the laws of the State of Washington without regard to its conflict of laws principles, except that (1) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (2) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this agreement. The Products are protected by copyright and other intellectual property rights laws and international treaties.

g. Dispute resolution. Any action to enforce this agreement must be brought in the State of Washington, USA. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If you are a U.S. Government or state or local government entity, this Section does not apply and jurisdiction and venue will be determined by applicable law.

h. This agreement is not exclusive. You are free to enter into agreements to license, use or promote non-Microsoft software or services.

i. Entire agreement. This agreement constitutes the entire agreement concerning the subject matter and supersedes any prior or contemporaneous communications.

j. Survival. Provisions regarding fees, Online Services Terms, restrictions on use, transfer of licenses, export restrictions, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled "Miscellaneous" will survive termination of this agreement.

k. No transfer of ownership. We do not transfer any ownership rights in any Products. We reserve all rights not specifically granted in this agreement. Products are protected by copyright and other intellectual property rights laws and international treaties.

l. Your responsibility for use of Communities. You are responsible for your users' use of the Communities, if any, including ensuring compliance with the terms governing the Communities located at the Communities website. We specifically disclaim any liability arising from or related to your or your users' use of or inability to use the Communities website.

m. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)).

n. IDs. You agree to be responsible for protecting the confidentiality of any Microsoft Account IDs or Microsoft Online Services IDs associated with this agreement.

o. U.S. export jurisdiction. The Products 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

p. Natural disaster. In the event of a natural disaster, we may post information or provide additional assistance or rights on