Microsoft (Distributor Content Syndication System) Service Agreement

1. What the Contract Covers.

This is a contract between you and the Microsoft company referenced in section 14.  Sometimes Microsoft is referred to as "we," "us" or "our".  This contract applies to any Microsoft content, software, products or services, including updates, that you use while this contract is in force. 

Please note that we do not provide warranties for the service.   The contract also limits our liability.   These terms are in section 6 and we ask you to read them carefully.

The Microsoft Distributor Content Syndication System is a subscription service that provides up-to-date content about Microsoft products and promotional programs directly into your web site (the "service").  By subscribing to the service, you consent to receive such content directly into your web site.  We may update, modify or remove any content at any time.  

To sign-up for the Microsoft Distributor Content Syndication System, you must provide the internet domain in which you wish to receive the content.  You agree that you will use the content only in the internet domain that you have provided when you sign-up.  If you have more than one internet domain, you must separately sign-up each to receive the content.   

2. When You May Use the Service.

You may start using the service as soon as you have finished the sign-up process. 

3. How You May Use the Service.

In using the service, you will:

• obey the law;
• obey any codes of conduct or other notices we provide;
• obey the Microsoft Anti-spam Policy, which is available at http://g.msn.com/2privacy/as-enus
• keep your service account password secret; and
• promptly notify us if you learn of a security breach related to the service.

4. How You May Not Use the Service.

In using the service, you may not:

• use the service in a way that harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the "Microsoft parties"), or any customer of a Microsoft party;
• use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages ("spam");
• use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by Microsoft, or "meta-searching");
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service;
• damage, disable, overburden, or impair the service (or the network(s) connected to the service) or interfere with anyone's use and enjoyment of the service; or
• resell or redistribute the service, or any part of the service.

5. Privacy.

We consider your use of the service to be private. However, we may access or disclose information about you, your account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this contract; including use of this service to participate in, or facilitate, activities that violate the law; or (3) protect the rights, property, or safety of Microsoft, its employees, its customers or the public.  You consent to the access and disclosures outlined in this section.

We may use technology or other means to protect the service, protect our customers, or stop you from breaching this contract.  These means may include, for example, filtering to stop spam or increase security.  These means may hinder or break your use of the service.

In order to provide you the service, we may collect certain information about service performance, your machine and your service use.  We may automatically upload this information from your machine.  This data will not personally identify you.  Information is collected for service quality analysis.  We do not sell or share your information with any third party.  You may read about this information collection in more detail in the privacy policy at  http://privacy.microsoft.com. 

You can stop the delivery of future promotional e-mail from Microsoft sites and services by following the specific instructions in the e-mail you receive.  You may also have the option of proactively making choices about the communications you receive from particular Microsoft sites or services by visiting and signing into Microsoft.com/oem (MOSB), the Microsoft Distributor Content Syndication System and/or the Content Catalog.  These communication choices do not apply to mandatory service communications that are considered part of certain Microsoft service, which you may receive periodically unless you cancel the service.  

6.  Limitations, warranty, indemnification, and disclaimers and limitations of liability.

Limitations and Warranty.  We warrant that we will use reasonable care and skill to provide the services hereunder. Except for loss and damage which cannot be limited or excluded under applicable law, (a) the Microsoft materials we provide you are "AS IS," and are provided without any other warranties of any kind, and (b) we disclaim on our own behalf and on behalf of our affiliates and suppliers all other representations, warranties, and conditions whether express, implied or statutory. This limitation includes, but is not limited to, title, non-infringement, merchantability, satisfactory condition or quality, merchantability, fitness for a particular purpose, accuracy, completeness, system integration, timeliness, or any implied warranty or conditions arising from course of dealing or usage of trade. You must defend, indemnify and hold us harmless from any third-party claims, including, without limitation, reasonable attorney's fees, arising from your acts or omissions (including those of your agents) relating to your performance under this agreement. This limited warranty gives specific legal rights. You and we may have other rights which vary by jurisdiction.

Disclaimers and limitations of liability. In the absence of fraud or gross negligence, neither party will be liable to the other for any loss (whether direct or indirect) of profits, data, business or anticipated savings. In addition, there is no liability for any other indirect, consequential, punitive, incidental or special damages arising out of or related to this agreement (whether for support services, termination or otherwise). The only remedy that the parties may have for any claim arising out of or related to this agreement (whether for support services, termination or otherwise) is to terminate this agreement. These terms apply regardless of the form or cause of action or the alleged basis of the claim (including negligence). This section does not apply in the case of fraud, gross negligence, intentional misconduct, death or personal injury caused by negligence, or to breaches of intellectual property rights, or indemnification any provisions of this agreement. This section is enforceable to the maximum extent permitted by law.

Business purposes. You confirm that you are entering this agreement, and acquiring the services and program materials under it, for business purposes only.  You agree that the provisions of any consumer protection legislation for the relevant jurisdiction will not apply to the extent that contracting out of such legislation is permitted by law.

Consumer rights. Nothing in this agreement is intended to limit the rights of a consumer, as may be defined by applicable law. To the extent necessary, this agreement is considered to be modified to reflect this intention. Consumers may have the benefit of certain rights or remedies which may not be excluded under applicable law. If applicable law gives you any implied terms, despite the exclusions and limitations in this agreement, then to the extent permitted by applicable law, your remedies are limited as determined by us, to either (i) re-supply of the services or (ii) the cost of the re-supply of the services (if any).

7. Changes to the Service; If We Cancel the Service.

We may change the service or delete features at any time and for any reason.  We may cancel or suspend your service at any time.  Our cancellation or suspension may be without cause and/or without notice.  Upon service cancellation, your right to use the service stops right away. 

8. Interpreting the Contract.

All parts of this contract apply to the maximum extent permitted by law.  A court may hold that we cannot enforce a part of this contract as written.  If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce.  The rest of this contract will not change.  This is the entire contract between you and us regarding your use of the service.  It supersedes any prior contract or statements regarding your use of the service.  If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a beta tester).  The section titles in the contract do not limit the other terms of this contract.

9. Assignment.

We may assign this contract, in whole or in part, at any time with or without notice to you.  You may not assign this contract, or any part of it, to any other person.  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.

10.  No Third Party Beneficiaries.

This contract 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 contract.

11. Claim Must Be Filed Within One Year.

Any claim related to this contract 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.

12. Your Notices to Us.

You may notify us as stated in the customer support or "help" area for the service. 

13.  Notices We Send You; Consent Regarding Electronic Information.

This contract is in electronic form. We have the right to send you certain additional information.  There may be other information regarding the service that the law requires us to send you.  We may send you this information in electronic form.  You have the right to withdraw this consent, but if you do, we may cancel your service.  We may provide required information to you:

• by e-mail at the e-mail address you specified when you signed up for your service;
• by access to a Microsoft web site that will be designated in an e-mail notice sent to you at the time the information is available; or
• by access to a Microsoft web site that will be generally designated in advance for this purpose.

Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail.  As long as you can access and use the service, you have the necessary software and hardware to receive these notices.  If you do not consent to receive any notices electronically, you must stop using the service.

14. Microsoft Contracting Entity.

The Microsoft contracting entity for this agreement is determined by the country/region you are located in.  To find the Microsoft contracting entity for your country/region, go to:

http://www.microsoft.com/oem/distributor/contracting_entities.mspx

 

15.      Applicable law; attorney's fees. Applicable law, jurisdiction and venue for this agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order in any appropriate jurisdiction. If either party commences litigation in connection with this agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs and other expenses.

Generally. this agreement is governed by the laws of the State of Washington . The parties consent to exclusive jurisdiction and venue in the courts sitting in King County, Washington . You waive all defenses of lack of personal jurisdiction and forum non conveniens.

Other Terms. Depending on your principal place of business, a different choice of law, jurisdiction and venue may apply.  To find the applicable law, jurisdiction and venue, go to:

http://www.microsoft.com/oem/distributor/contracting_entities.mspx

16.     Copyright and Trademark Notices

All contents of the service are Copyright © 2007 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, Washington 98052-6399 U.S.A. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the service.  We or our suppliers own the title, copyright, and other intellectual property rights in the software or content. Microsoft, Windows, Windows logo, and/or other Microsoft products and services referenced herein may also be either trademarks or registered trademarks of Microsoft in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved. All rights reserved.

17.  Respect Copyright

Please respect the rights of others.  Content such as articles, music, photos and video may be protected by copyright.  People appearing in content may have a right to control use of their image.  You may be required to obtain permission from the owner for your use of content.