Microsoft Service Agreement

Updated August 1, 2010
Effective August 31, 2010

Thank you for choosing Microsoft!

Please read this agreement carefully. It's a contract that governs your use of any Windows Live, Bing, MSN, Microsoft Office Live, or Office.com services or software, or other Microsoft services or software that directly display or link to this agreement (the "service"). By using or accessing the service, you confirm that you agree to these terms. If you don't agree, don't use the service. Thanks.

This is a contract between you and the Microsoft company listed in Section 13 ("Microsoft," "we," "us," or "our") for use of the service that Microsoft supplies. Sections 1–13 apply across the service. Sections 14 and 15 apply only if the service involves payments to or from Microsoft. Sections 16–20 apply only if you use the software or services identified in those sections. Some of these services may not be fully available in your country or region.

Please note that we don't provide additional warranties for the service. This contract also limits our liability to you. See Sections 9 and 10 for details.

You have the right to cancel this contract at any time for any reason. See Section 11 for details.

When using the service, you must comply with this contract, all applicable laws and the Microsoft Anti-Spam Policy (http://go.microsoft.com/fwlink/?LinkId=117951). As applicable, you must also obey the code of conduct (http://g.live.com/0ELHP_MEREN/243).

You must not use the service to harm others or the service. For example, you must not use the service to harm, threaten, or harass another person, organization, or Microsoft. You must not: damage, disable, overburden, or impair the service (or any network connected to the service); resell or redistribute the service or any part of it; use any unauthorized means to modify, reroute, or gain access to the service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, periodic caching of information stored by Microsoft, or metasearching) to access or use the service. You may be able to access third-party websites or services via the service; you acknowledge that we are not responsible for such websites or services or content that may be available there.

We may provide you with credentials on our Windows Live ID authentication network to use with the service. You're solely responsible for your dealings with third parties (including advertisers) who use the network, including as to the delivery of and payment for goods. This contract applies whenever you use Windows Live ID. When you use Windows Live ID to gain access to any website (whether controlled or published by us or a third party), the terms and conditions for that website, if different from this contract, may also apply to your use of that website.

Only you may use your service account. You must keep your accounts and passwords confidential and not authorize any third party to access or use the service on your behalf, unless we provide an approved mechanism for that. If you suspect misuse of your accounts or any security breach in the service, you must contact us as provided at the Windows Live Solution Center (http://windowslivehelp.com/solution.aspx?solutionid=6ea0c7b3-1473-4176-b03f-145b951dcb41). For some parts of the service, you may be able to set up additional accounts that are dependent on your account ("associated accounts"). You're responsible for all activity that takes place with your service account and any associated accounts.

If you use an associated account, you acknowledge that the holder of the service account has full control over your associated account. If a third party such as an Internet service provider, employer, or school gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account, including electronic communications, contact lists, and other information.

If you use Windows Live Family Safety software to monitor accounts on your computer, you represent and warrant that you are authorized to accept this contract on behalf of the individuals using those accounts.

Except for material that we license to you, we don't claim ownership of the content you provide on the service. Your content remains your content. We also don't control, verify, or endorse the content that you and others make available on the service.

You control who may access your content. If you share content in public areas of the service or in shared areas available to others you've chosen, then you agree that anyone you've shared content with may use that content. When you give others access to your content on the service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public the content solely in connection with the service and other products and services made available by Microsoft. If you don't want others to have those rights, don't use the service to share your content.

You understand that Microsoft may need, and you hereby grant Microsoft the right, to use, modify, adapt, reproduce, distribute, and display content posted on the service solely to the extent necessary to provide the service.

Please respect the rights of artists, inventors, and creators. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If you share content on the service in a way that infringes others' copyrights, other intellectual property rights, or privacy rights, you're breaching this contract. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and the use of the content doesn't violate any law. You also agree that you have obtained the consent of any third party to use their personal data, if it is included in that content, and will comply with data-protection laws when doing so. We won't pay you for your content. We may refuse to publish your content for any or no reason. We may remove your content from the service at any time if you breach this contract or if we cancel or suspend the service.

You're responsible for backing up the data that you store on the service. If your service is suspended or canceled, we may permanently delete your data from our servers. We have no obligation to return data to you after the service is suspended or canceled. If data is stored with an expiration date, we may also delete the data as of that date. Data that is deleted may be irretrievable.

In order to operate and provide the service, we collect certain information about you. As part of the service, we may also automatically upload information about your computer, your use of the service, and service performance. We use and protect that information as described in the Microsoft Online Privacy Statement (http://go.microsoft.com/fwlink/?LinkId=74170). In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Microsoft or our customers, including the enforcement of our agreements or policies governing your use of the service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers, or the public.

The service is a private computer network that Microsoft operates for the benefit of itself and its customers. Microsoft retains the right to block or otherwise prevent delivery of any type of email or other communication to or from the service as part of our efforts to protect the service, protect our customers, or stop you from breaching this contract. The technology or other means we use may hinder or break your use of the service.

If you receive software from us as part of the service, its use is governed in one of two ways: If you're presented with license terms that you must accept in order to use the software, those terms apply; if no license is presented to you, the terms of this contract apply. We reserve all other rights to the software.

We may automatically check your version of the software. We may also automatically download to your computer upgrades to the software to update, enhance, and further develop the service.

Any software we provide is licensed, not sold. Unless we notify you otherwise, the software license ends when your service ends. You must then uninstall the software, or we may disable it. You must not work around any technical limitations in the software. You must not disassemble, decompile, or reverse engineer any software that's included in the service, except and only to the extent that the applicable copyright law expressly permits doing so.

The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department's Lists to Check); the governments of Iran, Sudan, or Cuba; or prohibited members of the Cuban Communist Party. You represent and warrant that you're not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above. For more information, see the Exporting Microsoft Products website (http://www.microsoft.com/exporting).

For software that requires supplements to Microsoft Windows software, such as Windows Imaging Component, you may use a copy of the supplement with each validly licensed copy of the software identified for use with it. If you don't have a license for the Windows software, you may not use the supplement. The Windows software license terms apply to your use of the supplement.

If you use the software to access content that has been protected with Microsoft Digital Rights Management (DRM), the software may automatically request media usage rights from an online rights server and download and install DRM updates in order to let you play the content. For more information, see the DRM information in the Microsoft Silverlight Privacy Statement (http://go.microsoft.com/fwlink/?LinkId=178857).

You may display and print content in the fonts installed by the service, but you may not make unauthorized copies of the fonts.

Microsoft reserves the right to amend the contract. We will inform you if we change the contract. We may change the terms of this contract if: (i) it is necessary due to applicable law, including, but not limited to, a change of such law; (ii) it is necessary due to an advice and/or order based on applicable law; (iii) our changes do not materially alter the balance between your payment for the service and our service obligations to you; (iv) it is necessary for technical reasons; (v) it is necessary to facilitate the operation of the service; or (vi) the terms will be changed to your advantage. We will inform you of the change before it takes effect and will provide you the opportunity to cancel the service or accept the change at least 30 days before the change takes effect.

We provide the service "as is," "with all faults," and "as available." We cannot guarantee the accuracy or timeliness of information available from the service. You acknowledge and agree that computer and telecommunications systems are not fault-free and that occasional periods of downtime occur. We cannot guarantee the service will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. We make no promises about the service. You may have certain rights under your local law. Nothing in this contract is intended to affect those rights, if they are applicable.

You can recover from Microsoft and our affiliates, resellers, distributors, and vendors only reasonably foreseeable damages up to an amount equal to your service fee for one month. Losses are foreseeable where they could be contemplated by you and us at the time of entering into the agreement. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages.

To the maximum extent permitted by law, the limitations and exclusions apply to anything related to this contract, for example:

• The service.

• Loss of data.

• Content (including code) on third-party websites, third-party programs, or third-party conduct accessed via the service.

• Viruses or other disabling features that affect your access to or use of the service.

• Incompatibility between the service and other services, software, and hardware.

• Delays or failures you may have in starting or completing transmissions or transactions in connection with the service in an accurate or timely manner.

• Claims for breach of contract; breach of warranty, guarantee or condition; strict liability; tort (including negligence or breach of statutory duty); or misrepresentation.

Nothing in these terms shall affect the statutory rights of any consumer or exclude or restrict liability for death or personal injury arising from our negligence, fraud, or our gross negligence or willful intent. Some or all of these limitations or exclusions may not apply to you if your country does not allow the exclusion or limitation of incidental, consequential, or other damages.

We continuously work to improve the service and may change the service in that respect at any time and for any reason. For paid services, we will notify you in advance of material changes to the service.

We may cancel or suspend your service and your access to the Windows Live ID network. Our reasons for cancellation may include that we stop providing the service in your region or that you breach this contract, fail to sign in to the Windows Live ID network during a 90-day period, or don't pay fees that you owe to us or to our agents. If your service is canceled, your right to use the service stops immediately. If we cancel your credentials, your right to use Windows Live ID stops immediately. Cancellation of the service or credentials won't alter your obligation to pay all charges made to your billing account. If we cancel the service in its entirety without cause, we'll refund to you on a pro-rata basis any payments that you have made based on the portion of your service that would otherwise remain.

You may cancel the service at any time and for any reason. If it's a paid service, some charges may apply. Sections 6, 9–13, 14 (for amounts incurred before termination), 15, and those that by their terms apply after termination of this contract will survive any termination of this contract.

• If you live in or your business is headquartered in North or South America, you're contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs the interpretation of this contract 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 contract.

• If you live in or your business is headquartered in Europe, you're contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. All claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Luxembourg or of the country in which you reside. With respect to jurisdiction, you may choose the responsible court in Luxembourg or in the country in which you reside for all disputes arising out of or relating to this contract.

• If you live in or your business is headquartered in the Middle East or Africa, you're contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg, and the laws of Luxembourg govern the interpretation of this contract 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. You and we irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes arising out of or relating to this contract.

• If you live in or your business is headquartered in Japan, you're contracting with Microsoft Co. Ltd (MSKK), Odakyu Southern Tower, 2-2-1 Yoyogi, Shibuya-ku, Tokyo 151-8583. The laws of Japan govern this contract 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 contract.

• If you live in or your business is headquartered in Australia, Hong Kong, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Thailand, or Vietnam, you're contracting with Microsoft Operations, Pte Ltd, 1 Marina Boulevard, #22-01, Singapore 01898, and the laws of Singapore govern this contract. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.

• If you live in or your business is headquartered in India, you're contracting with Microsoft Regional Sales Corp., a corporation organized under the laws of the State of Nevada, USA, with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark, Singapore, 119968, and Washington State law governs this contract, regardless of conflict of laws principles. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in India or elsewhere.

• If you live in or your business is headquartered in China, you're contracting with Shanghai MSN Network Communications Technology Company Limited, 10/F, Grand Gateway Block 2, No. 3 Hongqiao Road, Shanghai, China 200030, for your use of MSN, Bing, or Windows Live Messenger; PRC law governs this contract as it relates to your use of the services under this contract operated by Shanghai MSN Network Communications Technology Company Limited. For your use of MSN, Bing, or Windows Live Messenger under this contract, any dispute arising out of or in connection with this contract, including any question regarding the existence, validity, or termination of this contract, will be referred to and finally resolved by arbitration in Hong Kong under the auspices of the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the UNCITRAL Arbitration Rules, which are deemed to be incorporated by reference into this clause. For such arbitration, there will be one arbitrator, who will be appointed by HKIAC in accordance with the UNCITRAL Arbitration Rules. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable and may be used as a basis for judgment in China or elsewhere. For your use of all other services under this contract, you're contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA. As to those services, Washington State law governs this contract, regardless of conflict of laws principles. The jurisdiction of the state or federal courts in King County, Washington, USA, is nonexclusive.

• If you live in or your business is headquartered in Korea, you're contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daechi-Dong, Kangnam-Gu, Seoul, 135-777, Korea, and 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 contract.

• If you live in or your business is headquartered in Taiwan, you're contracting with Microsoft Taiwan Corp., 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110, and the laws of Taiwan govern this contract. You and we irrevocably designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this contract.

Your right to any payment due to you under the service is conditioned upon you promptly providing us with all of the information we need to properly make the payment. You must provide us with the information we request before your right to receive the payment accrues. You're responsible for the accuracy of the information you provide and for any taxes and charges you may incur. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce your earned balance without notice to adjust for the previous overpayment.

The following terms apply to Microsoft Office Live.

• Your dealings with others. Microsoft may offer goods and services from third parties through the service. If so, for those goods and services your relationship is with the third party only and not with us. You're solely responsible for your dealings with any third party.

  You represent and warrant that: the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate this contract; you have all licenses necessary to sell, distribute and advertise the goods and services you offer; and all sales and advertisements will comply with applicable law.

• Your privacy practices. In using the service, you may be able to collect personal information about third parties. If you do, you must: post a privacy policy on your website that, at a minimum, discloses any and all uses of personal information that you collect from such third parties; provide a hypertext link to your privacy policy on the home page of your website and on all pages where you collect personal information from third parties, including on checkout pages; and use personal information only as expressly permitted by your privacy policy and in accordance with applicable data protection laws.

• Domain Name Service

  • If you register, renew, or transfer a domain name through the service, we connect you with an accredited registrar that will seek to register, renew, or transfer the domain name. The domain service contracts for ccTLDs and gTLDs are contracts between you and the registrar, and not between you and Microsoft. As such, Section 16 of this contract applies.

    Microsoft does not control the availability of any domain name you seek to register or renew and will have no liability relating to your use of the domain name. You represent and warrant that any domain name you register, renew, or transfer through the service and the registrar will not infringe the rights of third parties.

  • Except during the first five days after you subscribe to the service, if your service is canceled for any reason, your domain name will remain registered for its current annual term but won't point to your website or work with your email service.

If you use Microsoft Office.com or the Microsoft Office Web Apps, you may have access to media images, clip art, animations, sounds, music, video clips, templates, and other forms of content ("media elements") provided with the software available on Office.com or as part of a service associated with the software. You may copy and use the media elements in projects and documents. You may not: (i) sell, license, or distribute copies of the media elements by themselves or as a product if the primary value of the product is the media elements; (ii) grant your customers rights to further license or distribute the media elements; (iii) license or distribute for commercial purposes media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with your product, entity or activity; or (iv) create obscene works using the media elements. For more information, see the Use of Microsoft Copyrighted Content webpage (http://www.microsoft.com/permission).

Microsoft Points is a service under which you can acquire Points and redeem those Points for certain online services and digital products. You can see how many Points you have by checking your Points balance at https://billing.microsoft.com. You can obtain selected services or digital products that we elect to offer in exchange for Points. You can do this by redeeming your Points as indicated in the particular messaging you see for those offers.

You can acquire Points in a variety of ways. For example, you can purchase Points, or certain services may give you Points for using the service or specific features of the service (also known as "promotion Points"). You can earn promotion Points only for actions you actually complete. You're responsible for any tax consequences that may result from your participation in the Points service.

When you obtain Points, you have obtained a limited license to a digital product. Points have no monetary value. You may not obtain any cash or money in exchange for Points, regardless of how you acquired those Points. Points are not your personal property. Your only recourse for using Points is to obtain the specific online services or digital products that we offer for Points redemption. We may further restrict your Points redemption offers based on your country of residence. We encourage you to redeem your Points. The existence of a particular offer available for Points redemption is not a commitment by us to maintain or continue to make the offers in the future. The scope, variety, and type of online services and digital products that you may obtain by redeeming Points can change at any time. We have no obligation to continue making offers available for Points redemption.

Promotion Points may expire at any time, as set forth in the messages related to that promotion. We may cancel, suspend, or otherwise limit your access to your Points balance if we suspect fraudulent, abusive, or unlawful activity on your Points balance. Once we delete Points from a balance, we will not reinstate them, except at our discretion. When we cancel, suspend, or otherwise limit access to your Points balance, your right to use your Points balance immediately ceases. We will use reasonable efforts to investigate Points balances that are subject to access limitations and to reach a final decision on the limitations promptly. In addition, we may limit your use of the Points service, including applying limits to: the number of Points you may have credited to your Points balance at one time; the number of Points you may redeem within a given time period (for example, one day); and the number of promotion Points you may obtain in a single event.

If we post Points to your balance for an activity that is subsequently voided, canceled or involves a returned item, then we will remove those Points from your balance. You must ensure that we properly post your Points to your Points balance. If you believe that you have validly acquired Points that we have not posted to your Points balance, we will not consider posting these Points unless you contact us within 12 months after the date you claimed to have acquired those Points. We may require reasonable documentation to support your claim.

The videos and embeddable video player available on MSN Video are for your noncommercial, personal use only and, unless otherwise indicated, may not be downloaded, copied, or redistributed without authorization from the rights holders. You may not use the embeddable video player on any website whose primary purpose is the display of advertising or collection of subscription revenues or is in direct competition with MSN Video unless you first get our consent. You agree that your use of the embeddable video player may result in additional third-party costs, fees, and royalties, including applicable public performance royalties in your country or region.

If you use the voice-activated search feature in the Bing Mobile application, you consent to Microsoft recording and collecting your voice input. The voice input will be used to provide the Bing Mobile service to you and improve our voice-recognition products and services. We will deal with any voice input in accordance with the Microsoft Online Privacy Statement (http://go.microsoft.com/fwlink/?LinkId=74170).