Microsoft Pulse Service Agreement

December 2015

Thank you for choosing Microsoft Pulse service!

Please read the following agreement carefully!

This Microsoft Pulse Service Agreement (“Agreement”) is an Agreement between you, corporation, or other legal entity (“you”) and Microsoft Corporation, One Microsoft Way, Redmond, Washington, USA, or, based on your primary headquarters, one of the Microsoft Corporation affiliates identified in Section 25 (“Microsoft,” “we,” “us” or “our”). This Agreement applies to your access and use of the Microsoft Pulse polling and voting website, which includes several plan options, depending on those selected by you (the “Microsoft Pulse Website”) in connection with 1) any event that is hosted, run, or organized by you (“Your Event”), or 2) any other event for which you want to gather voting and polling data via the Microsoft Pulse Website (“Other Event”).
By checking the box below, you acknowledge that you have read this Agreement and agree to its terms, including the electronic delivery of notices and disclosures in connection with the Service (as defined below), and that you are authorized to enter into this Agreement. If you do not or are unable to accept these terms or do not want to enter into this Agreement with Microsoft, please close this web page and exit this site.

1. Introduction

The Microsoft Pulse Website is intended to deliver (a) “pulse” results to agree/disagree questions submitted through the Microsoft Pulse Website by viewers or attendees of Your Event or any Other Event (“Microsoft Pulse Votes”), and (b) “poll” results to general, demographic, non-personal questions submitted through the Microsoft Pulse Website by viewers or attendees of Your Event or any Other Event (“Microsoft Pulse Polls,” and together with the Microsoft Pulse Votes, the “Microsoft Pulse Results”). Any Microsoft Pulse event you set up on the Microsoft Pulse Website to gather Microsoft Pulse Results for Your Event or an Other Event is called a “Pulse.” The Microsoft Pulse Results will be displayed through a customer-facing or end-user-facing page located within the Microsoft Pulse Website or through an iFrame placed on any website hosted or maintained by you (“Your Website”) that advertises Your Event or an Other Event, or that streams live or via pre-recorded recording Your Event or the Other Event. Through the use of JSON and XML, you can use the existing options within the Microsoft Pulse Website to customize the look and feel of the page within the Microsoft Pulse Website that displays your Microsoft Pulse Results. As used in this Agreement, “Service” means, collectively and as applicable, the Microsoft Pulse Website, the Microsoft Pulse Votes, the Microsoft Pulse Polls, and any related data, applications, software, sites, information, materials, content, links, and updates made available to you in connection therewith. This Agreement incorporates by reference the Microsoft terms of use (such Microsoft Service Agreement, currently found at http://windows.microsoft.com/en-us/windows/microsoft-services-agreement and which may be updated from time to time), any pricing and payment terms applicable to the Service, and any applicable guidelines, documentation or requirements, technical, operational or otherwise relating to the Service.

2. No warranties

We do not provide warranties for the service. This agreement also limits our liability. These terms are in section 15 and section 16 and we ask you to read them carefully. We provide the service solely on an “as is” and “as available” basis, in accordance with section 15, and you acknowledge that latency or failure with regard to delivery of Microsoft pulse results is a function of network bandwidth, server capacity, and other factors. In addition, we reserve the right to vary the service (i.E. Offer different tiers or levels of the microsoft pulse packages services and any support we may provide thereto).

3. Service account

a. ACCOUNT REGISTRATION. To obtain access to the Service to set up a Pulse, you must agree to this Agreement and create a Service account (“Your Account”) using your Windows Live ID, a valid e-mail address, or LinkedIn ID. Your Account user ID and password, along with any assigned keys or other credentials provided to you, must be treated as confidential. Microsoft will not be liable for any loss resulting from the unauthorized use of your Windows Live ID, LinkedIn ID, Your Account password or any assigned access keys or credentials.

b. WINDOWS LIVE ID. Windows Live ID is used for authentication. Windows Live ID is a multi-site authentication service that helps you to sign in to web sites and conduct e-commerce transactions. You can find out more about Windows Live ID by going to the Windows Live ID web site at http://mid.live.com. The Windows Live ID privacy statement at http://privacy.microsoft.com/en-us/default.aspx sets forth your and our rights and responsibilities for information you provide as part of Windows Live ID.

c. ACCOUNT USE. You are responsible for all activity that takes place with Your Account, including all use by your employees or other authorized agents, who must comply with all of the terms of this Agreement. You may not access anyone else’s account at any time without the express permission of the account holder.

4. Term

a. The term of this Agreement will begin, and you may begin using the Service, once you agree to the terms of this Agreement by checking the “accept” box below and complete the registration process for Your Account.

b. Termination or Suspension. We may change or discontinue the Service or certain features at any time and for any reason. We may cancel or suspend the Service, or Your Account, or remove any content from the Service at any time and for any reason. We may suspend the Service or Your Account(s) immediately upon notice to you. For cancelations, we will provide 10 day’s advance notice to you in accordance with Section 26. Upon suspension or cancellation, your right to use the Service or Your Accounts (as applicable) stops right away. You may cancel the Service or Your Account at any time, with or without cause, upon notice to us by emailing our Microsoft Pulse customer support center at Microsoftpulse@microsoft.com. Once the Service or Your Account is cancelled or suspended, any data you have stored in the Service may not be retrieved later.

5. Fees and payment

Pulse sessions are offered free for any size event until further notice to any person or entity that is a legal resident of the United States, United Kingdom, Australia, New Zealand, Singapore, or India. After the free trial period ends, a credit card payment will be required before any Pulse can go live. We will update this Agreement with payment terms and notify you prior to the commencement of any charges for the Service in accordance with the terms of Section 26.

6. Service use conditions

Your access to and use of the Service must comply with all applicable Microsoft policies and guidelines (including, without limitation, security policies, and privacy policies), technical requirements and documentation, and all applicable laws (including, without limitation, the applicable laws of your jurisdiction relating to online conduct, acceptable content, data collection, privacy, and the export of data to the United States or your country of residence). This Agreement does not grant you any rights related to any services, materials, content, or data other than the Service. You will not, and will not permit your users or other third parties to:

a. modify, reverse engineer, decompile, or otherwise alter the Service;

b. distribute, publish, facilitate, enable, or allow access or linking to the Service from any location or source other than Your Website;

c. modify, filter, obscure, or otherwise alter or make any changes to the Microsoft Pulse Results;

d. replace the text, images, or other content of the Microsoft Pulse Results, or display Microsoft Pulse Results with other data, content, or information so that such other data, content, or information appears as displayed to be part of the Microsoft Pulse Results;

e. frame, minimize, remove, redirect, delay, or otherwise inhibit or modify the display of any web page accessed by the links provided in or associated with Microsoft Pulse Results;

f. hide or mask from us your identity, or the identity of your service, as it uses the Service;

g. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

h. impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (e.g., copyright or trademark symbols), or labels of the origin or source of services, software, or other materials;

i. use the Service to violate the law or for any unauthorized purpose;

j. use the Service to infringe upon the copyright, trademark or other intellectual property rights of anyone;

k. interfere with or disrupt the Service, or servers or networks related to the Service, or disobey any requirements, procedures, policies, or regulations of networks related to the Service;

l. create user accounts by automated means or under false or fraudulent pretenses;

m. promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;

n. copy, store, or cache any Microsoft Pulse Results, except for the intermediate purpose allowed in Section 7;

o. commercialize (i.e., sell, rent, or lease) Microsoft Pulse Results;

p. transmit any virus, worm, defect, Trojan horse, or any other item intended to destroy, surreptitiously interfere with, expropriate, or exert unauthorized control over any system or data or to defraud any person;

q. take any action to remove the hyperlinks included as a part of any transmitted Microsoft Pulse Results; or

r. create or attempt to create a substitute or similar service or product as that of the Service or Microsoft through use of or access to any of the Service or proprietary information related to the Service.

Video Pulse use and conditions

The Microsoft Pulse service is covered under the Microsoft Services Agreement (https://www.microsoft.com/en-us/servicesagreement/default.aspx). When using the Pulse service, with special regard to the Video Pulse integration, whereby an mp4 video can be rated using the Pulse service, the follow categories and activities are prohibited as inappropriate User Generated Content and user behaviors:

a. Adult and Sexual Content

  • Prohibited: Obscene imagery and material, including bestiality,

violent and/or gory sex acts), illegal solicitation involving sex.

b. Advertisements and Free Offers

  • Prohibited: Any advertising or free offer content that violates any of the other categories outlined here.

c. Child Exploitation

  • Prohibited: Child sexual abuse content, child pornography, child exploitation, child abuse, child molestation.

d. Defamatory Content

  • Prohibited: Defamation, impersonation, fraudulent solicitation of money or services, non-consensual pornography.

e. Discrimination

  • Prohibited: Hate speech or discriminatory content based on considerations of race, national origin, gender, age, disability, religion, ethnic group, sexual orientation or expression.

f. Illegal Gambling and Gaming

  • Prohibited: Any content promoting or permitting illegal online gambling or gaming to or by minors, or in in geographies and markets where such activities are prohibited by law.

g. Illegal Substances, Goods, and Services

  • Prohibited: Any content depicting the use of illegal drugs, or sale or goods and/or services related to illegal drugs, including consumption by or sale to minors.

h. Spam, Flooding, and Malicious Content

  • Prohibited: Malware (e.g., viruses, Trojan horses, worms, time bombs, cancel bots) or any other malicious software programs, degradation or denial of service attacks against Microsoft or users, hacking, identity theft, spam, or enabling the evasion or bypassing of security systems or otherwise tampering with software, servers or websites.

i. User Privacy

  • Prohibited: Unauthorized solicitation or posting of Personally Identifiable Information (“PII”).

j. Terms of Use

  • Prohibited: Attempting to impose additional terms of use or service that violate, limit, or diminish Microsoft terms of use.

k. Violence

  • Prohibited: Threats of violence, bullying, terrorist threats, or harassment.

l. Terrorist content

  • Prohibited: Content posted by a United Nations Security Council Sanctions’ List-recognized terrorist organization or in favor of such a group, and where the content encourages violent action, endorses a terrorist organization or its acts, or encourages people to join a terrorist organization.

Microsoft reserves the right to remove any of these types of content from its service.

7. Rights; license

Solely to the extent that you are in compliance with all terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicenseable license to use the Service in connection with Your Event or an Other Event to: (a) obtain Microsoft Pulse Results through the Microsoft Pulse Website or an iFrame; (b) make limited intermediate copies of the Microsoft Pulse Results, solely as necessary to display or use them as a part of Your Website; or (c) host and display Microsoft Pulse Results on Your Website. Your license to use the Service is limited, however, to solely Your Website. You are responsible for your own conduct and content while using the Service and for any consequences of this use. In connection with any use or display of the Microsoft Pulse Results on Your Website you will include an attribution to the Service in accordance with Section 11.

8. How may we change the contract

If we modify this Agreement, then we will provide notice as described in Section 26. If you do not agree to any such modifications, then you must stop using the Service. If you do not stop using the Service, then your use of the Service will continue under the modified Agreement. We may choose in the future to start charging for all use of the Service, and implications of such modifications are described in Section 5. Any documents or websites incorporated into this contract by reference or link may be modified and updated from time to time by Microsoft and upon such modification or update will be deemed a part of this contract.

9. Indemnity responsibility

You will indemnify and hold Microsoft (and its directors, officers, affiliates, and agents) parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys’ fees and costs) suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of any breach (or alleged breach) by you of this Agreement, or any part of it, or that otherwise relates to Your Website or your use of the Microsoft Pulse Results or the Service. You will be solely responsible for defending any claim using mutually-agreed counsel, subject to Microsoft’s right to participate with counsel it selects, and you will not publicize any claim or agree to any settlement that imposes any obligation or liability on Microsoft (or its directors, officers, affiliates, and agents) without Microsoft’s prior written consent, such consent provided by Microsoft in its sole discretion.

10. Reservations of rights

Microsoft and its suppliers retain all right, title, and interest in and to the Service, the Microsoft Pulse Results, all information entered by viewers or attendees to Your Event or any Other Event (including, without limitation, answers to all demographic questions, polling questions, and voting questions), and all intellectual property rights in any of these. This Agreement does not grant you any rights in any Microsoft logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Microsoft for any purpose without Microsoft’s prior written approval, other than to attribute Microsoft in accordance with the Microsoft Corporate Logo Guidelines (found at http://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx). You will not claim or imply any sponsorship or endorsement of Your Website or application by Microsoft. All uses of any Microsoft names, marks or logos and all goodwill associated therewith insure solely to the benefit of Microsoft. Notwithstanding anything else herein to the contrary, Microsoft reserves the right to limit or revoke the license granted in this Section to the extent that your use or display may negatively impact the goodwill or reputation associated with Microsoft

11. Attribution and advertising

We may include our trademark(s) or logo(s) in Microsoft Pulse Results provided through the Service and, if we do so, you will not remove, modify, or interfere with the display or viewing of these trademarks or logos. Whether we include trademarks or logos or not, you will attribute us as the source of the Microsoft Pulse Results (in the manner that we may specify from time to time in applicable services documentation and our product guidelines, currently found at http://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx, and which may be update from time to time) and display the “attribution” data field. In any display of trademarks, logos, or attribution, you will comply with the current version of our usage guidelines (found at http://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx, and which may be updated from time to time). We may also include advertising in the Microsoft Pulse Results provided through the Service and, if we do so, you will not remove, modify, or interfere with the display or viewing of this advertising.

12. Certain additional limitations for image, news and video results

Without limiting any other portion of this Agreement, the following additional terms apply to your use of any image, news or video search results obtained through the Service. You may not display advertising on the same page with any Microsoft Pulse Website page or any image, news or video search results related to any Microsoft Pulse Results. You will display, and you will not remove, alter or obscure, any attribution information provided by Microsoft in connection with any Microsoft Pulse Results, or the Service generally. Image, news or video search results obtained through the Service will not constitute the sole or primary content of Your Website.

13. End user terms

The Terms of Use located at http://windows.microsoft.com/en-us/windows/microsoft-services-agreement (which may be updated from time to time, the “Microsoft TOUs”) or such other locations as Microsoft may specify apply to end users’ use of and access to the Microsoft Pulse Website, including responding to polls and pulses. You must provide a hypertext link at the bottom of each page in Your Website where the Service or Microsoft Pulse Results can be viewed or accessed, or within the terms of use of Your Website or application, to the Microsoft TOUs.

14. Privacy

All access to and use of the Service is subject to the data practices set forth in the Microsoft Online Privacy Statement, which is available at http://www.microsoft.com/privacystatement/en-us/core/default.aspx which may be updated from time to time). Nothing in this Agreement or the Service provide for the collection or transfer of any personally identifiable information of internet users between the parties. You must maintain a prominent online privacy policy for Your Websites and applications that access the Service. This privacy policy, at a minimum, must include: (a) a full, accurate, and clear disclosure regarding the placement, use, and reading of cookies and related technologies, and your collection and use of data in relation to activity by users of Your Websites and applications; (b) to the extent applicable, your use of Microsoft for advertising services for Your Websites and applications; and (c) to the extent applicable a disclosure that users may choose to not participate in Microsoft’s personalized advertising services, along with a link to a Microsoft-specified web address where the user may “opt out” of such personalized advertising services.

15. We make no warranty

Microsoft makes no warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the service, its performance, or anything provided in relation to this agreement. Without limiting the foregoing, Microsoft makes no guarantees with respect to the availability or uptime of the Microsoft pulse website or the service generally or any other technologies. Microsoft may conduct maintenance on any of the service at any time, with or without notice.

16. Liability limitation

You can recover from Microsoft and its affiliates and suppliers only direct damages up to u.S. $5. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages. This limitation applies to anything related to the services; content (including code) on third party internet sites, third party programs or third party conduct; viruses or other disabling features that affect your access to or use of the service; incompatibility between the services and other services, software, and hardware; delays or failures you may have in initiating, conducting, or completing any transmissions or transactions in connection with the services in an accurate or timely manner; delays or failures in connection with the services, including any delay or failure of any Microsoft pulse results, and claims for breach of agreement, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort. It also applies even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if Microsoft knew or should have known about the possibility of the damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may, to a certain or entire extent, not apply to you.

17. Changed to the services

We may change (including by removing features, adding or removing source types, or charging additional fees for features previously provided free or at different rates), update, or enhance (collectively for purposes of this Section 17, “modify,” or “modification”) the Service at any time and may require you to obtain and use the most recent versions. Modifications may affect your ability to use the Service and may require you to change (at your sole cost) the way you previously used them. If any modification is unacceptable to you, your only recourse is to stop using the Service. Your continued use of the Service following any posted update or change to the Service will constitute your binding acceptance to the update or change. We will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such modification.

18. Additional information

You agree to provide information and/or other materials related to your use of the Service, as reasonably requested by Microsoft to verify your compliance with this Agreement.

19. Interpreting this agreement

All parts of this Agreement apply to the maximum extent permitted by law. If any term of this Agreement is unenforceable, the remainder will be fully enforced to effect the parties’ intent. Unless stated or context requires otherwise: (a) all internal references are to this Agreement and its parties; (b) “days” means “calendar days”; (c) “may” means that the applicable party has a right, but not an accompanying duty; and (d) a party’s choices under this Agreement are in its sole discretion, subject to any applicable duties of good faith. Lists of examples following “including” or “e.g.” are not exhaustive (i.e., are interpreted to include “without limitation”), unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. The section titles in this Agreement do not limit the other terms of this Agreement.

20. Assignment

We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service.

21. No third party beneficiaries

This Agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this Agreement.

22. Claim must be filled within one year

Any claim related to this Agreement or the Service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

23. Export

The Service is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Service. These laws include restrictions on destinations, end users, and end use. Additional information is provided at http://www.microsoft.com/exporting.

24. Taxes

You are responsible for any taxes that you are legally obligated to pay in connection with your use of the Service including, but not limited to, paying Microsoft any applicable value added, sales or use taxes or like taxes that are permitted to be collected from you by Microsoft under applicable law. If any taxes are required by law to be withheld on any payments made by you to Microsoft, you may deduct such taxes from the amount owed Microsoft and pay them to the appropriate taxing authority; provided, however, that you shall promptly secure and deliver to Microsoft, at the applicable address set forth in Section 26 (to the attention of: Accounts Payable re: Microsoft Pulse), an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a Foreign Tax Credit. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.

25. Contracting party, choice of law and location for resolving disputes

a. If your primary headquarters is located in Europe, the Middle East or Africa, you are contracting with Microsoft Ireland Operations Limited, Atrium Block B, Carmenhall Road, Sandyford Industrial Estate, Dublin 18, Ireland, and the laws of Ireland govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country to which we direct your service. With respect to jurisdiction, you may choose the responsible court in Ireland or in the country to which we direct your service for all disputes arising out of or relating to this Agreement.

b. If your primary headquarters is located in North or South America, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country to which we direct your service. 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 Agreement.

c. If your primary headquarters is located in Australia, Hong Kong, India, Malaysia, New Zealand or Singapore, you are contracting with Microsoft Regional Sales Corporation 438B Alexandra Road #04-09/12 Block B, Alexandra Technopark Singapore 119968, and the laws of Singapore govern this Agreement. You and we irrevocably agree to the exclusive jurisdiction and venue of the Singapore courts for all disputes arising out of or relating to this Agreement, regardless of conflict of laws principles.

d. If your primary headquarters is located in Japan, you are contracting with Microsoft Co. Ltd (MSKK), Odakyu Southern Tower, 2-2-1 Yoyogi, Shibuya-ku, Tokyo 151-8583. The laws of Japan govern this Agreement and any matters arising out of or relating to it. You and we irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes arising out of or relating to this Agreement.

e. If your primary headquarters is located in Korea, you are contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daichi-Dong, Kangnam-Gu, Seoul, 135-777, Korea. The laws of the Republic of Korea govern this contract. You and we irrevocably agree to exclusive original jurisdiction and venue of the Seoul District Court for all disputes arising out of or relating to this Agreement.

26. Notices

You may notify Microsoft by postal mail (Microsoft does not accept email notices relating to this Agreement) addressed as follows: Microsoft Corporation, Attention: LCA – Online Service Division, One Microsoft Way, Redmond, Washington 98052-6399, USA. This Agreement is in electronic form, and you consent to Microsoft sending you any information related to this Agreement in electronic form (by email or by access to a Microsoft website designated in an email notice to you). You may withdraw this consent, but if you do, Microsoft may terminate this Agreement and your right to access and use the Service. Notices provided to you by email will be deemed given and received on the email transmission date. You acknowledge that, as long as you access or use the Service, you must have, or have access to, the necessary software and hardware to receive these notices.

27. Miscellaneous

The parties are independent contractors under this Agreement and do not intend to form any other relationship. You understand and acknowledge that Microsoft is not certifying, nor endorsing, and has no obligation to certify or endorse, any aspect of your Event or any Other Event. You are solely responsible, and Microsoft specifically disclaims all liability, for your Event, any Other Event, Your Website(s), any content or other service displayed in or through, accessed via or relating to Your Website, and any use, display or implementation of the Microsoft Pulse Results made available to you by Microsoft under this Agreement. You shall not issue a press release or other written public statement regarding this Agreement without Microsoft’s written approval. Only written waivers will be effective. Each party will pay its own costs to perform (except where expressly stated otherwise). You will maintain commercially reasonable levels of insurance with commercially reasonable insurers to enable you to comply with your obligations under this Agreement. In relation to this Agreement, you will comply with all applicable laws and other requirements of governments having jurisdiction. All rights and remedies under this Agreement are cumulative. Except as otherwise expressly stated in this Agreement, this Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous communications and agreements.

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