Microsoft End User Services Agreement for Support Services
IMPORTANT—READ CAREFULLY: This End-User Services Agreement (“agreement”) is a legal agreement between you (either an individual or a single entity) (“you”) and Microsoft Corporation (“we”, “us” or “our”) for provision of support services. In the event of a conflict between this agreement and your current Microsoft support agreement the terms and conditions of that support agreement shall govern. BY REQUESTING OR UTILIZING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REQUEST OR USE THE SERVICES.
1. SERVICES. We agree to use commercially reasonable efforts to provide support services under the terms and conditions of this agreement. 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.
2. OWNERSHIP AND LICENSE. Any software code or materials (“service deliverables”) we provide to you are for your internal use only. You may not i) rent, lease, lend or host service deliverables; ii) reverse engineer, de compile or disassemble service deliverables, except to the extent expressly permitted by applicable law despite this limitation; or iii) transfer licenses to, or sublicense service deliverables. We do not transfer any ownership rights and reserve all rights not expressly granted.
3. WARRANTIES, DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON INFRINGEMENT, SATISFACTORY CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, SERVICE DELIVERABLES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US.
4. LIMITATION OF LIABILITY, EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: 1) OUR TOTAL LIABILITY IS LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE SERVICES REGARDLESS OF THE REASON FOR YOUR CLAIM; AND 2) WE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICE DELIVERABLES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. IN THE EVENT SERVICES OR ANY SERVICE DELIVERABLES ARE PROVIDED TO YOU FREE OF CHARGE, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED US$5.00 OR ITS EQUIVALENT IN LOCAL CURRENCY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
5. MISCELLANEOUS. This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous communications. This Agreement will be governed by the laws of the State of Washington and any action brought under this Agreement shall be brought in federal or state court in the State of Washington. 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.