You should read and print in its entirety for your records.
YOU ALSO REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND YOUR CURRENT SERVICES AGREEMENT WITH MICROSOFT (IF ANY), THE TERMS AND CONDITIONS OF YOUR CURRENT SERVICES AGREEMENT WITH MICROSOFT CONTROLS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, CONTACT US FOR A REFUND WITHIN 72 HOURS OF PURCHASE AND DO NOT USE THE SERVICES.
This Agreement for Microsoft Services (the “agreement”)is entered into by and between the entity ordering the services (“you”, “your” or “customer”) and the closest Microsoft affiliate located in your country or region, unless we designate otherwise in Section 9 below(“we,” “us,” or “our”). “Affiliate” means any legal entity that you or we own, which owns you or us, or which is under common ownership with you or us. “Ownership” means more than 50% ownership.
We agree to use commercially reasonable efforts to provide the services you purchase as described on the services Web site (otherwise known as the “customer services guide”). The Web site URL for the customer services guide is: http://support.microsoft.com. If the URL changes for any reason, we will provide the new URL to you upon your request.
Your use of the services is governed by this agreement and the customer services guide, which is hereby incorporated by reference into this agreement. In the event of a conflict between this agreement and the customer services guide, this agreement will apply.
Our ability to deliver the services depends upon your full and timely cooperation, as well as the accuracy and completeness of any information you provide.
The terms and conditions of this agreement are confidential, and any and all information identified by either party as “confidential” and/or “proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary ("confidential information"), will not be disclosed by the receiving party to any third person without the express consent of the other party except under the terms of this agreement for five (5) years following the date of its disclosure. These confidentiality obligations shall not apply to any information which,
We may disclose your confidential information to our consultants or subcontractors only on a need-to-know basis to further the purposes of the agreement and subject to the confidentiality obligations imposed here. We may use any technical information we derive from providing services related to our products for problem resolution, troubleshooting, product functionality enhancements and fixes, and for our knowledge base. We agree not to identify you or disclose any of your confidential information in any item in the knowledge base.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
The amounts to be paid to us under this agreement do not include any foreign, U.S. federal, state, provincial, local, municipal or other governmental taxes (including without limitation any applicable value added, or sales or use taxes) that are owed by you solely as a result of entering into this agreement. We are not liable for any taxes that you are legally obligated to pay. All such taxes (including but not limited to net income or gross receipts taxes, franchise taxes, and/or property taxes) shall be your financial responsibility.
Either party may terminate this agreement if the other party is
You agree to pay all fees for services performed and expenses incurred.
This agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this agreement must be sent by post, express courier, or facsimile to the addresses indicated by both parties. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, or facsimile confirmation of delivery. You may not assign this agreement without our written consent, which consent will not be unreasonably withheld. You and we agree to comply with all international and national laws that apply to this agreement. This agreement is governed by the laws of the State of Washington if the services were purchased in the United States, the laws of Ireland if purchased in any country or region in Europe, Middle East or Africa (“EMEA”), or the laws of the jurisdiction where the affiliate delivering the services is located if purchased outside the United States or EMEA. Any action brought under this agreement shall be brought in federal or state court in the State of Washington if the services were purchased in the United States, the courts of Ireland if the services were purchased in any country or region in EMEA, or the courts of the jurisdiction where the affiliate delivering the services is located if purchased outside the United States or EMEA. Notwithstanding, this does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. The sections regarding restrictions on use, fees, confidentiality, ownership and license, no other warranties, limitations of liability, termination, and miscellaneous of this agreement, will survive any termination or expiration of this agreement. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. Apart from the payment of any amounts due, neither party shall be liable for performance delays or for non performance due to causes beyond its reasonable control. It is the express wish of the parties that this agreement be drawn up in English. C’est la volonté exprèsse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
The Microsoft contracting entity for this agreement is Microsoft Regional Sales Corporation if you are located in the following countries/regions: Australia, Bangladesh, Hong Kong, India, Indonesia, Korea, Malaysia, New Zealand, Philippines, Singapore, Sri-Lanka, Taiwan, Thailand, and Vietnam. The Microsoft contracting entity for this agreement is Microsoft Ireland Operations, Limited if you are located in any country in Europe, Middle East or Africa.
Last updated: June 2007
Article ID: 13946 - Last Review: 18 Apr 2016 - Revision: 1
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