14 KiB
Microsoft DREAM Demo in a Box License:
These license terms are an agreement (“Agreement”) between you and your affiliates (“you”), and Microsoft Corporation or one of its affiliates (“Microsoft”). “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SOFTWARE. To the extent that any software provided by Microsoft to you under this Agreement includes components or code used in or derived from Microsoft products or services that are separate from and not the subject of this Agreement, including without limitation, Microsoft Azure Services (collectively, “Microsoft Products and Services”), you must also comply with the Product Terms for the relevant Microsoft Products and Services. You acknowledge and agree that this Agreement does not grant you a license or other right to use any Microsoft Products and Services and that the right to access and use any Microsoft Products and Services is governed by the Product Terms applicable to the relevant Microsoft Product and Services. You also acknowledge and agree that your rights to access and use the Software (as defined below) are governed solely by this Agreement. Nothing in this Agreement will serve to supersede, amend, or modify any terms in the Product Terms for any relevant Microsoft Products and Services, or terminate any Product Terms for any relevant Microsoft Products and Services.
1. License - General.
Subject to the terms and restrictions set forth in this Agreement, Microsoft grants you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free right to use, copy, and modify the software provided by us ("Software"). For avoidance of doubt, “Software” does not include any Microsoft Products and Services, and this Section 1 does not grant you any rights to distribute or otherwise make the Software available to third parties.
2. License to Microsoft Partners.
“Partner” means an entity that is a member of the Microsoft Partner Network and is a party to an active, effective and fully executed Microsoft Partner Agreement with Microsoft, pursuant to which Microsoft makes available to Partners certain rights or other benefits relating to using, interoperating with, integrating, sublicensing, distributing, re-selling, promoting, or marketing certain online services, tools, software, hardware, or professional support or consulting services (such rights and benefits, collectively, “Partner Activities”).
Solely to the extent you are (i) a Partner; and (ii) acting in your capacity as a Partner to conduct the Partner Activities for which you are authorized, and subject to the terms and restrictions set forth in this Agreement, in addition to the rights granted pursuant to Section 1 above, Microsoft grants you the right to distribute the Software to your end-users, without any obligation to make payments to Microsoft for such distribution right; provided that: (A) you may only distribute the Software as an integrated part of a no-cost demonstration, and not on a standalone basis, (B) your distribution of the Software may only be made pursuant to contractual terms consistent with, and no less restrictive than, those set forth in this Agreement, including confidentiality terms consistent with and no less restrictive than those between you and Microsoft, (C) your distribution of the Software (whether directly or indirectly) may only be made through Microsoft’s Customer Acceleration Portal for Engagements, (D) you may not remove any notices or disclaimers included with or in the Software; and (E) you remain in compliance with this Agreement at all times; and provided further that the foregoing license does not grant you the right to license or otherwise permit any third party to further redistribute, license or sublicense the Software.
Additionally, you will: (i) defend Microsoft against any third-party claims arising or resulting from your distribution of any Software; (ii) pay the amount of any resulting adverse final judgment or approved settlement; and (iii) reimburse Microsoft for reasonable out-of-pocket expenses Microsoft incurs assisting in the defense of any such claims. Microsoft will notify you in writing of any such claim within a reasonable period of time, grant you the right to control the defense of any settlement of any such claim and provide any information and assistance reasonably necessary for your defense of any such claim. You agree that you are solely responsible for your distribution and marketing of the Software, and that in no event will Microsoft be liable to you for any losses, liabilities, or other damages suffered (directly or indirectly) by you, your end users or any third party as a result of your distribution or marketing of the Software.
3. Feedback.
If you give feedback about the Software to Microsoft, you grant to Microsoft, without charge, the right to use, share and commercialize such feedback in any way and for any purpose. You will not provide any feedback that is subject to a license that would require Microsoft to license its software or documentation to third parties due to Microsoft including such feedback in such software or documentation.
4. Restrictions.
Other than expressly set forth above, you may not sublicense, distribute or in any way make available the Software or any use of it to any third parties (except to your affiliates and to vendors to perform work on your behalf) through distribution, network access, service agreement, lease, rental, or otherwise. This Agreement does not purport to express any claim of ownership over data you may have shared with Microsoft in the creation of the Software. Unless applicable law gives you more rights, Microsoft reserves all other rights not expressly granted herein, whether by implication, estoppel or otherwise. You warrant and covenant that you will not share any data with Microsoft under this Agreement.
Neither you, your end-users (as applicable) nor your representatives may use the Software provided hereunder: (i) in a live operating or live production environment; (ii) in connection with: (A) live customer data, including, without limitation, to access, collect or transmit any information that constitutes personal data or personal information under any applicable data protection law relating to privacy, security and data protection and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance (“Personal Data”), (B) live financial data, or (C) live medical data; (iii) in a way prohibited by law, regulation, governmental order or decree; (iv) to violate the rights of others; (v) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (vi) to distribute spam or malware; (vii) in a way that could harm Microsoft’s IT systems or impair anyone else’s use of them; (viii) in any application or situation where use of the Software could lead to the death or serious bodily injury of any person, or to physical or environmental damage; or (ix) to assist, encourage or enable anyone to do any of the above. You may not reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive the source code for the Software, except and to the extent required by third party licensing terms governing use of certain open source components that may be included in the Software, or remove, minimize, block, or modify any notices of Microsoft or its suppliers in the Software.
5. Warranties; Disclaimers; Limitation of Liability.
By accessing the Software, you and your end-users (as applicable) acknowledge the Software is made available for presentation and demonstration purposes only. Microsoft makes no warranties, express or implied, with respect to the Software. You and your end-users (as applicable) are solely responsible for ensuring the regulatory, legal, and/or contractual compliance of any use of the Software, including obtaining any authorizations or consents, and any solution you or your end-users (as applicable) choose to build that incorporates the Software in whole or in part. You and your end-users (as applicable) must comply with all domestic and international export laws and regulations that apply to the Software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit https://aka.ms/exporting. Nothing in this Agreement modifies any of the terms and conditions of Microsoft’s written and signed agreements. This is not an offer and applicable terms and the information provided are subject to review and may be changed at any time by Microsoft.
Financial Services Disclaimer
By accessing the Software, you and your end-users (as applicable) acknowledge the Software is not subject to SOC 1 and SOC 2 compliance audits. No Microsoft technology, nor any of its component technologies, including the Software, is intended or made available as a substitute for the professional advice, opinion, or judgement of a certified financial services professional. Do not use the Software to replace, substitute, or provide professional financial advice or judgment.
Medical Device Disclaimer
By accessing the Software, you and your end-users (as applicable) acknowledge the Software (1) is not designed, intended or made available as a medical device(s), and (2) is not designed or intended to be a substitute for professional medical advice, diagnosis, treatment or judgement. Do not use the Software to replace, substitute, or provide professional medical advice, diagnosis, treatment or judgement.
General Disclaimer
THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY. IN NO EVENT SHALL MICROSOFT OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOU OR YOUR END-USERS (AS APPLICABLE) HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU OR YOUR-END USERS (AS APPLICABLE) CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU AND YOUR END USERS CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES. This limitation applies to (i) anything related to the Software, services, content (including code) on third party internet sites, or third party applications; and (ii) claims for breach of contract, warranty, guarantee or condition, strict liability, negligence or other tort, or any other claim, in each case to the extent permitted by applicable law. It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you or your end-users (as applicable) because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
6. Public Sector Acknowledgments.
It is the intent of Microsoft that this Agreement be in compliance with all applicable laws and regulations. Microsoft enters into this Agreement without seeking promises or favoritism for Microsoft in any future engagements, including any solicitations or contracts with you or your contractors. Microsoft is entering this Agreement with the understanding that it will not, as a result of the Agreement, be prohibited from any procurement opportunities or be subject to any reporting requirements. The scope of Software contemplated in this Agreement are being offered with no expectation of payment. It is Microsoft’s intent that the services be in compliance with applicable laws and regulations with respect to gratuitous services. It is specifically understood that all services and resources provided are for your sole benefit and use and are not provided to or for the benefit of any individual government employee. If required by law, an ethics officer of your organization will sign a letter acknowledging the foregoing.
7. Miscellaneous.
This Agreement is the entire agreement between the parties regarding its subject matter and merges and replaces all prior and contemporaneous agreements, communications, and representations between the parties regarding its subject matter. The terms of this Agreement will be governed and construed in accordance with the laws of the state of Washington of the United States of America, U.S.A., without regard to its conflict of laws principles, except that (i) if you are a part of the U.S. Federal Government, this Agreement is governed by the federal laws of the United States, and (ii) if you are a U.S. State or Local Government entity, this Agreement is governed by the laws of your state. You may not assign or transfer this Agreement to a third party without Microsoft’s prior written consent. This Agreement may only be amended in a writing that refers to it and is signed by both parties.