TERMS OF USE FOR MICROSOFT WEB IQ

These terms of use ("TOU") apply to Customer's use of Microsoft Web IQ and Content through its Enterprise Subscription (all as defined below). By installing, accessing, or otherwise using the Services within an Application through an Enterprise Subscription, Customer agrees that these TOU will apply to such use.

This TOU is subject to the terms of the agreement governing Customer's use of Microsoft Products and Professional Services (e.g., MCA, MBSA, MOSA) ("Customer Agreement"). For purposes of the Customer Agreement, the Microsoft IQ Service shall be an “Online Service.” To the extent that the TOU conflict with the Customer Agreement, the terms of this TOU shall control solely with respect to Customer’s use of the Services. Updates that Microsoft makes to these TOU will apply to Customer as set forth in the Customer Agreement.

Before Customer is granted access to Microsoft Web IQ, Customer must submit a registration accurately describing Customer’s proposed use of the Services to Microsoft for review. Microsoft may grant or deny access to Web IQ in its discretion based on Customer’s proposed use.

TERMS AND CONDITIONS

1. Definitions. Capitalized terms not defined herein will have the meanings given to them in the Customer Agreement (including the Product Terms). Other terms used specifically within these TOU have the following meanings:

“API” means any form of application programming interface that Microsoft makes available under these TOU 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.

“Application” means Customer’s software application, website, or product Customer creates or a service Customer offers designed to provide access to the Services as described in the registration Customer submitted when signing up to use the Services. Customer may only use the Services for Applications that have been reviewed and approved by Microsoft. If Customer wishes to use the Services for multiple Applications, Customer must submit a registration for each use.

“Customer-Provided Data” means data that are provided to Microsoft by, or on behalf of, Customer through use of the Services.

“Content” means any Grounding Content, search results, images, videos, data, third party content, or other content that Microsoft makes available to Customer via the Services.

“Documentation” means the technical documentation applicable to the Services provided to Customer by Microsoft under these TOU.

“End User” means the users of the Application.

"Enterprise Subscription" means Customer’s access to Microsoft Products through a preexisting Customer Agreement.

“Grounding” means the process of connecting an LLM’s output to the real world by allowing the model to temporarily access and use the Grounding Content to augment the specific Application output of the model for that single query and End User, but not for the purposes of training the model with such data for future use.

“Grounding Content” means, collectively, one or more of the following: (i) Semantic Data, (ii) the title, URL, snippets, and other data elements, fields or content primitives of webpage Results, (iii) news Results, (iv) metadata and alt text surrounding images Results and video Results, and (v) passages (including extracted or quoted text) included in the Results.

“LLM(s)” means a large language model(s).

“Microsoft Web IQ” or “Microsoft Web IQ APIs” means, collectively, the APIs listed at https://webiq.microsoft.ai/documentation/api-reference/ (or a successor site thereto), including any rebranded or successor name for such APIs.

“Response” means any and all content, Results, categories of Results, and associated data received in response to a single call to a Microsoft Web IQ API.

“Result” means an individual item of information returned in a Response, such as a webpage result, image result, video result, or news article.

“Semantic Data” means extended snippets of websites that Microsoft may provide in certain cases at its sole discretion.

“Services” means the (i) Microsoft Web IQ APIs that provide access to Content, including all elements, components and executables of such APIs and (ii) Documentation that Microsoft makes available under these TOU.

“Standard Contractual Clauses” means the standard contractual clauses deemed by the European Commission as providing sufficient safeguards to enable the lawful transfer of Personal Data (as defined in Section 4) from the European Union to another jurisdiction (as updated from time to time).

“Use and Display Requirements” means, as applicable, (i) the use and display terms for LLM Use (as defined below) in Exhibit A, and (ii) the use and display terms for Search Use (as defined below) in Exhibit B.

2. License Grants; Restrictions.

2.1. Use of the Service and Content. Expressly conditioned upon Customer’s compliance with these TOU, subject to the restrictions and requirements in this Section 2, and solely during the Term, Microsoft grants Customer a limited, worldwide, non-exclusive, non-assignable, non-transferable, revocable license to: (i) use and make calls to the Services to develop, test, and support the Application and to allow End Users to use Customer’s integration of the Services solely within the Application; and (ii) use the Content, as it is provided by the Services, solely in the Application. Customer may use the Services using only the methods and means of access that are documented in the Documentation. Use of the Services in excess of any limits set forth in documentation may result in temporary throttling of the Customer's access to the Services.

2.2. Attribution and Proprietary Notices. Microsoft grants Customer a non-exclusive, non-assignable, non-transferable, revocable license to reproduce and display Microsoft’s logos in the Content in connection with Customer’s authorized use of the Services for the sole purpose of providing attribution to Microsoft as required by the Use and Display Requirements. If the Content includes Microsoft’s or its suppliers’ logos or proprietary notices, Customer 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 logos and notices are not included in the Content, unless otherwise noted in the Use and Display Requirements, Customer must display in a conspicuous manner within the Application the Microsoft or third party attribution provided by Microsoft.

2.3. No Derivative Works. Customer will not modify or create a derivative work based on any Content unless expressly permitted to do so under these TOU.

2.4. Use and Display Requirements. Customer will comply with (i) in connection with the LLM Use (as defined below), the Use and Display Requirements in Exhibit A, and (ii) in connection with all uses of the Microsoft Web IQ APIs other than LLM Use (“Search Use”), the Use and Display Requirements in Exhibit B.

2.5. LLM Use. Subject to the restrictions in this Section 2.5, in addition to the other restrictions and requirements in these TOU, Microsoft grants Customer a worldwide, non-exclusive, non-assignable, non-transferable, revocable (as expressly permitted under these TOU) license solely during the Term to (i) display Content received from the Microsoft Web IQ APIs on the same user interface as content from an LLM; and (ii) use only Grounding Content for (A) Grounding Customer’s LLM, (B) displaying respective source attribution as set forth in the Use and Display Requirements Exhibit A, and (C) creating LLM Summaries for display to End Users within the Application (the license grants in clauses (i) and (ii) are collectively referred to as the “LLM Use”).

2.5.1. Image and Video Use. Customer will not (i) use actual images or videos from the Results for Grounding; (ii) include in the LLM output the actual images or videos from the Results; or (iii) create derivative images or videos based on the actual images or videos from the Results.

2.5.2. LLM Summary Display Limits. Customer will display LLM Summaries to End Users solely from within the Application, and Customer will not include in the LLM Summaries (i) verbatim language from Grounding Content, except up to the Character Limit (as defined in Exhibit A), or (ii) content that is substantially the same as, or substitutional for, the Grounding Content. Customer is not restricted under this Section 2.5.2 from including in the LLM Summaries content Customer has obtained from a source other than the Services.

2.5.3. Anti-Circumvention. Customer will not use LLM Summaries to avoid calling the Microsoft Web IQ APIs. For clarity, use of LLM Summaries for the primary purpose of improving the End User experience (e.g., improving classifiers) will not be a violation of the foregoing restriction.

2.6. News Publishers Payment Obligation. Customer is responsible for paying any licensing or other fees that may be due to News Publishers (defined below) for Customer’s display or use of Responses from the Microsoft Web IQ APIs in connection with queries from users of the Application. “News Publisher” means any person or entity that is designated, treated, or otherwise recognized as a news publisher, news outlet, press publisher, press publication, journalist, press agency, wire service, news photo agency, or similar, under any applicable law or regulation currently in effect or hereafter put into effect (including any comparable designation or meaning ascribed to news publishers or news outlets under similar laws or regulations currently in effect or hereafter put into effect). Customer is solely responsible for managing News Publisher inquiries relating to Customer’s use of Responses from the Microsoft Web IQ APIs. Microsoft may direct any such inquiry it receives to Customer, who will handle the matter directly. For avoidance of doubt, Microsoft shall not be responsible for paying any licensing or other fees that may be due to News Publishers for Customer’s use of Responses from the Microsoft Web IQ APIs hereunder. If any third party brings claims for such licensing or other fees against Microsoft, then Customer will defend Microsoft for such third party claims in accordance with the defense obligations in the Customer Agreement. The foregoing terms of this Section 2.6 are neither an acknowledgment nor an admission that any such law or regulation applies to the uses of Responses authorized by this TOU.

3. Use of the Services.

3.1. Account Access. To access and use the Microsoft Web IQ APIs, Customer is required to have an active Azure account with Microsoft (“Azure Account”). Microsoft will provide Customer with a security key (“Subscription Key”) when Customer registers, that Customer will use to access the Services. Customer will not share its Subscription Key with any third party, and Customer will use the Subscription Key as Customer’s sole means of accessing the Microsoft Web IQ APIs. Customer is responsible for the security and confidentiality of Customer’s credentials, including Customer’s Subscription Key, and all use of the Services through Customer’s credentials. Customer will notify Microsoft promptly of any possible misuse of Customer’s accounts or credentials. Customer will not create multiple accounts for the purpose of circumventing transaction limits.

3.2. Restrictions. When using the Services, Customer will not, nor may Customer permit third parties or Customer’s End Users to:

3.2.1. Provide access to the Services or Content separately from, or outside of, the Application;

3.2.2. 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;

3.2.3. Use the Services in a way that could impair, harm, or damage Microsoft, any Microsoft service or application, or anyone’s use of the Services;

3.2.4. 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;

3.2.5. Use the Services in a way that violates applicable law, including:

3.2.5.1. Illegal activities, such as child pornography, gambling, piracy, or violating copyright, trademark, or other intellectual property laws;

3.2.5.2. Intending to exploit minors in any way;

3.2.5.3. Accessing or authorizing anyone to access the Microsoft Web IQ APIs from an embargoed country;

3.2.5.4. Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason; or

3.2.5.5. Violating applicable privacy laws and regulations;

3.2.6. Reverse engineer, decompile, or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation;

3.2.7. Create or attempt to create a substitute, competitive or similar service as that of the Services through use of or access to the Services;

3.2.8. Use the Content in combination with any open source software or other data subject to an open source license that may impair the copyright protection of the Content;

3.2.9. 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;

3.2.10. Request from a Service any information outside any permissions granted by the End User of the Application, if a Service requires permissions;

3.2.11. Redistribute, resell, or sublicense access to any Service or Content;

3.2.12. 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;

3.2.13. Circumvent or bypass transaction limits by any means or in any manner, including by creating multiple accounts;

3.2.14. Use the Content (i) as part of any machine learning or similar algorithmic activity, (ii) to train, evaluate or improve any LLM, including Customer’s proprietary LLM, or (iii) to evaluate or improve new or existing services that Customer or third parties might offer; or

3.2.15. Copy, store, cache, archive, or create a database of Content, except as expressly permitted in these TOU.

Additional technical requirements may apply to use of particular Content or functionalities, as set forth in the Documentation from time to time.

3.3. Browse API Limitations. The following limitations apply solely to the Microsoft Web IQ browse API:

3.3.1. Microsoft may, in its sole discretion, limit the rate at which Customer may call single URLs through the Microsoft Web IQ browse API.

3.3.2. Customer will not, and will not permit End Users to, request URLs from the Microsoft Web IQ browse API that are not generally available to public users of the Internet.

3.4. Feedback Data. During the Term, beginning no later than sixty (60) days from the Effective Date, Customer will make available to Microsoft, via a real-time callback API (provided by Microsoft with instructions for implementation), per Session web result URLs (“Per Session URLs”) or other relevant content identifier specifying which results are used in the Application (“Citations”) along with the Session ID, and which Citations are acted upon by the End User. Customer will inform Microsoft and include such additional details if Customer starts to rank Per Session URLs by LLM usage or categorize sources by use case. Customer will, each time Microsoft provides a Response, call Microsoft’s real-time callback API and provide the information required by this Section in real time following receipt of such Response, and in any event no later than 15 minutes thereafter. A “Session” refers to a discrete period of activity by an End User interacting with the Application. A new Session may be deemed to begin following a period of inactivity (e.g., 30 minutes), an End User-initiated exit, or other reasonable criteria determined by Customer. Customer’s failure to comply with the requirements in this Section will be deemed a material breach of the Agreement, unless Customer has been granted a waiver by Microsoft.

3.5. Suspension. Notwithstanding anything to the contrary in the Customer Agreement, Microsoft may suspend Customer’s use of the Services if: (i) it is reasonably needed to protect the security of the Services, any third parties or any other Microsoft product or service; (ii) Customer does not pay amounts due under this Agreement; (iii) if Customer uses the Services in a manner that is inconsistent with the Customer’s registration; (iv) Customer fails to cure any material breach of these TOU by Customer after written notice within 10 days; (v) Microsoft or Customer receives or reasonably believes it will receive a legal claim or complaint regarding Microsoft’s provision of the Services to Customer; or (vi) Customer’s Azure Account is suspended. If Microsoft suspends Customer’s use of the Services, Microsoft will suspend only to the extent reasonably necessary; provided, however, that in the event of a violation of the LLM Use terms in Section 2.5, Microsoft may suspend Customer’s access to all Services immediately, with or without notice. Unless Microsoft reasonably believes an immediate suspension is required or Customer has violated the LLM Use terms, Microsoft will provide reasonable notice before suspending the Services for the reasons stated above. Microsoft will give at least 30 days’ notice before suspending for non-payment. If Customer does not fully address the reasons for the suspension within 60 days after Microsoft suspends, or within 7 days after Microsoft suspends for violation of the LLM Use terms in Section 2.5, Microsoft may terminate Customer’s access to the Services. Microsoft may also terminate Customer’s access to the Services if Customer’s use is suspended more than twice in any 12-month period.

3.6. Defense. In addition to the defense obligations in the Customer Agreement and in Section 2.6, Customer will defend Microsoft, its Affiliates, and their respective directors, officers, employees, agents, and representatives against any third party Claim to the extent it (i) alleges that any Application or product or services Customer provides, directly or indirectly, in using the Services misappropriate a trade secret or infringe a patent, copyright, or trademark or other proprietary right of a third party; or (ii) arises from breach of Sections 2 or 3 of these TOU.

4. Data Collection and Privacy.

4.1. Data Protection Addendum. Customer acknowledges and agrees that the Services are excluded from the Microsoft Products and Services Data Protection Addendum.

4.2. Microsoft Data Collection. Microsoft may collect information from Customer 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. All access to and use of the Services, including Microsoft’s processing of Customer-Provided Data, is subject to the data practices set forth in the Bing section of the then-current Privacy Statement (hereafter referred to as “Privacy Statement”), a current copy of which is available at https://privacy.microsoft.com/en-us/privacystatement. Customer is responsible for providing End Users with adequate notice of the privacy practices applicable to the Application.

4.3. Data Exchange. The parties acknowledge that (i) Customer-Provided Data and query content passed by Customer to Microsoft through the Microsoft Web IQ APIs, and (ii) Responses passed by Microsoft through the Microsoft Web IQ APIs, may contain Personal Data. “Personal Data” means any information relating to an identified or identifiable natural person and any other data or information that constitutes personal data or personal information under any applicable data protection law. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

4.4. Roles of Parties. With respect to any Personal Data transferred under these TOU, Customer and Microsoft agree that both parties, Customer and Microsoft, are independent data controllers, and not joint controllers, as defined in the GDPR, of the Personal Data that each independently Processes. “GDPR” means the European Union’s General Data Protection Regulation (2016/679). “Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

4.5. Data Subject Requests. “Data Subject Rights Request” means a request from a data subject to exercise any right under any data protection law, including but not limited to the GDPR. Each party will have a mechanism receiving Data Subject Rights Requests from the other party. Each party shall comply with applicable data protection law in determining the appropriate action to take following receipt of a Data Subject Rights Request from the other party.

4.6. GDPR Terms. To the extent Customer collects, uses, or processes Personal Data for purposes provided under these TOU, any such data handling by Customer will comply with Customer’s privacy policy, which may be updated from time to time, and these TOU. To the extent Microsoft collects, uses, or processes Personal Data for purposes provided hereunder, any such handling by Microsoft will comply with Microsoft’s Privacy Statement, which may be updated from time to time, and these TOU.

4.6.1. In case of international data transfers, as defined under the GDPR, and if the Standard Contractual Clauses were to govern such transfer, the parties agree as follows: (i) the transfer of Personal Data will occur on a continuous basis as of the commencement of the term of these TOU and as may be required from time to time as specified hereunder; (ii) the nature of the transfer shall be solely for the purpose described in these TOU; and (iii) the period for which the Personal Data will be retained will be in accordance with each party’s respective privacy policy and data retention practices.

4.7. Nature of Data and Scope of Processing. The nature, purpose, and subject matter of the Processing, including the types of Personal Data and categories of data subjects involved, are described in these TOU:

4.7.1. Customer will use Personal Data received from Microsoft in connection with Customer’s LLM Use and as otherwise specified in these TOU in accordance with the terms of these TOU and Customer’s privacy policy. Customer will not transfer or share the Personal Data received from Microsoft with any third party except subcontractors and third parties subject to a contractual agreement at least as protective as the terms in these TOU (for the avoidance of doubt, display of LLM Summaries shall not constitute “transfer or sharing” of Personal Data under this Section). To the extent the California Consumer Privacy Act of 2018, (Cal. Civ. Code §§1798.100-1798.199), applies to any Personal Data, Customer certifies that it understands the above restrictions and will comply with them.

4.7.2. Microsoft will only use Personal Data received from Customer in accordance with the terms of these TOU and Microsoft’s Privacy Statement. Microsoft will not transfer or share the Personal Data received from Customer with any third party except subcontractors and third parties subject to a contractual agreement at least as protective as the terms in these TOU.

4.8. Cooperation. Each party will cooperate with the other party in the event of a third-party or regulatory complaint arising out of the Processing of Personal Data under these TOU.

Exhibit A - Use and Display Requirements for LLM Use

These Use and Display Requirements apply to any implementation or other use of the Content from the Microsoft Web IQ APIs solely in connection with the LLM Use.

1. General Restrictions and Requirements.

• Customer will only display Responses on the same webpage as content from an LLM, provided Responses are clearly separated from the LLM content (e.g. the LLM content should not be inserted in between the Results);

• Customer will not use any pirated content or Responses (including, without limitation, web, images, videos, news, entity data, spell etc.) to train, evaluate or improve any LLM, including Customer’s proprietary LLM;

• Customer will not display advertising that is not provided by Microsoft on any page that displays any part of a Response;

• When using Grounding Content for Grounding an LLM, Customer will provide source attribution and a link back to each source that is used for the Content being displayed from the LLM. The source attribution must be near the displayed LLM content; and

• Customer will not use Responses for websites where Customer is restricted by the website from using such content, including but not limited to, where Customer’s crawler has been blocked via robots.txt.

• For any single source, Company will not display Grounding Content exceeding the lesser of (the “Character Limit”) (a) 200 characters or (b) the maximum amount specified by the applicable website owner or webmaster.

2. Internet Search Experience Requirements. All data returned in Responses may only be used by Customer in internet search experiences. An internet search experience means the content displayed:

• Is relevant and responsive to the End User’s direct query or a query made by an agent on End User’s behalf, or other indication of their search interest and intent (for example, a user-indicated search query); and

• Helps End Users find and navigate to the Response’s data sources. For example, providing clickable links from hyperlinks in the Response.

3. Notices and Branding. Customer will not provide attribution to Microsoft unless Microsoft specifies otherwise in writing; provided, however, that Customer will agree to Microsoft’s request for attribution if Customer is providing attribution to similarly situated third parties. If Customer is providing attribution to Microsoft, then Customer will:

• Prominently display Bing branding, consistent with the Bing Trademark Usage Guidelines, a current copy of which is available at https://www.microsoft.com/en-us/legal/intellectualproperty/trademarks, near each point in the UX that offers a user the ability to input a search query. Such branding must clearly state to the End User that Microsoft is powering the internet search experience; and/or

• Attribute each Response (or portion of a Response) displayed from the Microsoft Web IQ APIs to Microsoft. This is described in the Bing Trademark Usage Guidelines.

4. Storage; Processing Exceptions. Notwithstanding any restriction in the Agreement, including these Use and Display Requirements, prohibiting copying, storing, archiving or creating a database of Content, Customer may:

• Store LLM Summaries solely on a non-aggregate, per End User basis for individual End User Chat history for up to 30 days (unless Customer refreshes the LLM Summaries within such 30 day period);

• Store the LLM Summaries and associated Web Result attribution links (provided that such Web Result attribution links are solely stored for display with the LLM Summaries and not used for any other purpose) (1) to the extent permitted by copyright law and (2) as an integrated part of Customer’s internal work product (including internal memoranda, white papers, and presentations). Customer will not use LLM Summaries as a substitute for the Services or Content (for example, creating a database of Content, indexing links, using links for crawling or scraping, or offering a separate search offering); and

• Maintain Content in a transient processing state solely to the extent strictly necessary to complete a single logical request or workflow initiated by an LLM (an “Atomic Action”), which may involve multiple internal steps or agentic interactions. Such transient processing is permitted only for the duration of the Atomic Action and must not persist, be reused, or be made available after completion of the Atomic Action. Customer will promptly delete all such Content immediately after completion of the Atomic Action.

Exhibit B - Use and Display Requirements for Search Use

These Use and Display Requirements apply to any implementation or other use of the Content from the Microsoft Web IQ APIs solely in connection with the Search Use.

1. General Restrictions and Requirements.

• Customer will not display advertising that is not provided by Microsoft on any page that displays any part of a Response;

• Customer will not display data received from the Search APIs on the same page as content from any general web search engine or advertising network;

• Customer will not modify the Results (other than to reformat or reorder them in a way that does not violate any other requirement), unless required by law or agreed to by Microsoft;

• Customer will not omit attribution information and URLs associated with Results content;

• Customer will not display content that was not included within any part of a Response in a way that would lead a user to believe that content is part of the Response;

• Customer will not use Responses from websites where Customer is restricted by the website from using such content, including but not limited to, where Customer’s crawler has been blocked via robots.txt; and

• Unless Customer is required to comply with restrictions on its use of Responses as set forth in the immediately preceding bullet, Customer will not reorder, including by omission, the Results displayed in a Response when an order or ranking is provided, unless required by law or agreed to by Microsoft.

2. Internet Search Experience Requirements. All data returned in Responses may only be used by Customer in internet search experiences. An internet search experience means the content displayed:

• Helps End Users find and navigate to the Response’s data sources. For example, providing clickable links from hyperlinks in the Response;

• Includes multiple Results (i.e., attribution links) for the End User to select from;

• Is in a placement that enables End Users to search; and

• Includes a visible indication that the content is an internet search result. For example, a statement that the content is “from the web”.

• Attribute each Response (or portion of a Response) displayed from the Microsoft Web IQ APIs to Microsoft. This is described in the Bing Trademark Usage Guidelines.

• Store image and video URLs on a non-aggregate, per End User basis for individual End User Chat history for up to 30 days; and