Microsoft

Microsoft Customer Agreement

This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists of
these General Terms, the DPA, the applicable Product Terms and SLAs, and any additional terms Microsoft
presents when an order is placed. This Agreement takes effect when the Customer accepts it, applies to any
order under this Agreement, and supersedes any end user license agreement that accompanies a Product.
The individual who accepts the Agreement represents that they are authorized to enter into this Agreement
on behalf of Customer. Capitalized terms have the meanings given under “Definitions.”

General Terms

License to use Microsoft Products
a. Licenses for Products. Products are licensed and not sold. Upon Microsoft’s acceptance of each order
and subject to Customer’s compliance with this Agreement, Microsoft grants Customer a nonexclusive
and limited license to use the Products ordered as provided in this Agreement. These licenses are solely
for Customer’s own use and business purposes and are nontransferable except as expressly permitted
under this Agreement or applicable law.
b. Duration of licenses. Online Services and some Software are licensed on a subscription basis for a
specified period of time. Subscriptions expire at the end of the applicable subscription period unless
renewed. Some Subscriptions renew automatically until canceled. The Subscription term for Online
Services that are billed in arrears based on usage is the same as the billing period unless otherwise
specified in the Product Terms. Perpetual Software licenses become perpetual upon payment in full.
c. End Users. Customer will control access to, and use of, the Products by End Users and is responsible for
any use of the Products that does not comply with this Agreement.
d. Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to
Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to
enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under
this Agreement and for its Affiliates’ compliance with this Agreement.
e. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement. Products
and Services Deliverables are protected by copyright and other intellectual property laws and
international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use
a Product on a device do not give Customer any right to implement Microsoft patents or other
Microsoft intellectual property in the device itself or in any other software or devices.
f. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer
must not (and is not licensed to):
(i) reverse engineer, decompile, or disassemble any Product or Services Deliverable, or attempt to do
so (except where applicable law permits despite this limitation);
(ii) install or use non-Microsoft software or technology in any way that would subject Microsoft’s
intellectual property or technology to any other license terms;
(iii) work around any technical limitations in a Product or Services Deliverable or restrictions in Product
documentation;
(iv) separate and run parts of a Product or Services Deliverable on more than one device;
(v) upgrade or downgrade parts of a Product at different times;
(vi) transfer parts of a Product separately; or
(vii) distribute, sublicense, rent, lease, or lend any Products or Services Deliverables, in whole or in part,
or use them to offer hosting services to a third party.
g. License transfers. Customer may only transfer fully-paid, perpetual licenses under this Agreement to (1)
an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees
to whom, the licenses have been assigned as part of (a) a divestiture of all or part of an Affiliate or (b) a
merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue
using the licensed Product and render any copies unusable. Customer must provide the transferee a
copy of these General Terms, the applicable Use Rights and any other documents necessary to show the
scope, purpose and limitations of the licenses transferred. Nothing in this Agreement prohibits the
transfer of Software to the extent allowed under applicable law if the distribution right has been
exhausted.
h. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit
Products, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition).
Microsoft reserves the right to verify eligibility and suspend Product use if requirements are not met.

Professional Services

a. Performance of Professional Services. Upon Microsoft’s acceptance of each Statement of Services
and subject to Customer’s compliance with this Agreement, Microsoft will perform the Professional
Services ordered as provided in this Agreement and the applicable Statement of Services.
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided
for a specific Product, any use rights Microsoft provides with the Fix will apply.
c. Pre-existing Work. All rights in any computer code or other written materials a party develops or
obtains independent of this Agreement (“Pre-existing Work”) will remain the sole property of the party
providing it. Each party may use, reproduce, and modify the other party’s Pre-existing Work only as
needed to perform obligations related to Professional Services.
d. Services Deliverables. Subject to Customer’s compliance with this Agreement, Microsoft grants
Customer a non-exclusive, limited license to use and modify the Services Deliverables as provided in this
Agreement, including, without limitation, the reservation of rights, restrictions, and license transfer
provisions under the section entitled License to use Microsoft Products. These licenses are solely for
Customer’s own use and business purposes in connection with its use of Products and are
nontransferable except as expressly permitted under this Agreement or applicable law.
e. Affiliates’ rights to Services Deliverables. Customer may sublicense its rights in Services Deliverables
to its Affiliates, but Customer’s Affiliates may not sublicense these rights. Customer is liable for ensuring
its Affiliates’ compliance with this Agreement.

Non-Microsoft Products

Non-Microsoft Products are provided under separate terms by the Publishers of such products. Customer
will have an opportunity to review those terms prior to placing an order for a Non-Microsoft Product
through a Microsoft online store or Online Service. Microsoft is not a party to the terms between Customer
and the Publisher. Microsoft may provide Customer’s contact information and transaction details to the
Publisher. Microsoft makes no warranties and assumes no responsibility or liability whatsoever for Non-
Microsoft Products. Customer is solely responsible and liable for its use of any Non-Microsoft Product.

Verifying compliance

a. Verification process. Customer must keep records relating to Products it and its Affiliates use or
distribute. At Microsoft’s expense, Microsoft may verify Customer’s and its Affiliates’ compliance with
this Agreement at any time upon 30 days’ notice. Microsoft may engage an independent auditor under
nondisclosure obligations to perform the verification. Customer must promptly provide any information
and documents that Microsoft or the auditor reasonably requests related to the verification and visual
access to systems running the Products. All information and reports related to the verification process
will be Confidential Information and used solely to verify compliance.
b. Remedies for non-compliance. If verification reveals any unlicensed use, Customer must, within 30
days, order sufficient licenses to cover the period of its unlicensed use. Without limiting Microsoft’s
other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must
reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to cover its
unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable
law, if less.

Data Protection and Processing

Microsoft and its Affiliates, and their respective agents and subcontractors, will process Customer Data,
Personal Data, and Professional Services Data as provided in this Agreement and the DPA, which is
incorporated by reference. Before providing Personal Data to Microsoft, Customer will obtain all required
consents from third parties (including Customer’s contacts, Partners, distributors, administrators, and
employees) under applicable privacy and data protection laws.

Confidentiality

a. Confidential Information. “Confidential Information” is non-public information that is designated
“confidential” or that a reasonable person should understand is confidential, including, but not limited
to, Customer Data, Professional Services Data, the terms of this Agreement, and Customer’s account
authentication credentials. Confidential Information does not include information that (1) becomes
publicly available without a breach of a confidentiality obligation; (2) the receiving party received
lawfully from another source without a confidentiality obligation; (3) is independently developed; or
(4) is a comment or suggestion volunteered about the other party’s business, products, or services.
b. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s
Confidential Information and will use the other party’s Confidential Information only for purposes of the
parties’ business relationship. Neither party will disclose Confidential Information to third parties, except
to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least
as protective as this Agreement. Each party remains responsible for the use of Confidential Information
by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must
promptly notify the other party. The Product Terms and DPA provide additional terms regarding the
disclosure and use of Customer Data.
c. Disclosure required by law. A party may disclose the other’s Confidential Information if required by
law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a
protective order.
d. Residual information. Neither party is required to restrict work assignments of its Representatives who
have had access to Confidential Information. Each party agrees that the use of information retained in
Representatives’ unaided memories in the development or deployment of the parties’ respective
products or services does not create liability under this Agreement or trade secret law, and each party
agrees to limit what it discloses to the other accordingly.
e. Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is
deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years
after a party receives the Confidential Information.

Warranties

a. Limited warranties and remedies. To the extent permitted by applicable law, the remedies below are
Customer’s sole remedies for breach of the warranties provided in this section, and Customer waives any
warranty claims not made during the applicable warranty period.
(i) Online Services. Microsoft warrants that each Online Service will perform in accordance with the
applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are
described in the SLA.
(ii) Software. Microsoft warrants that the Software version that is current at the time Customer
acquires it will perform substantially as described in the applicable Product documentation for one
year from the date Customer acquires a license for that version. If it does not, and Customer notifies
Microsoft within the warranty term, Microsoft will, at its option, (1) return the amount Customer
paid for the Software license or a prorated portion of the applicable subscription fee or (2) repair or
replace the Software.
(iii) Professional Services. Microsoft warrants that it will perform Professional Services with the
applicable professional standard of care and skill in the industry. If Microsoft fails to do so, and
Customer notifies Microsoft within 90 days from the completion of the work giving rise to the
warranty claim, then Microsoft will, at its discretion, either re-perform the Professional Services or
return the amount Customer paid for them.
b. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or
use inconsistent with this Agreement or applicable documentation, including failure to meet minimum
system requirements. These warranties do not apply to free, trial, preview, or prerelease products, or to
components of Products that Customer is permitted to redistribute.
c. Disclaimer. Except for the limited warranties above or as required by applicable law, Microsoft provides
no other warranties or conditions and disclaims any other express, implied, or statutory warranties and
conditions, including warranties and conditions of quality, title, non-infringement, merchantability, and
fitness for a particular purpose. Professional Services that are provided without charge are provided “AS
IS,” WITHOUT ANY WARRANTY OR CONDITION.

Defence of third-party claims

The parties will defend each other against the third-party claims described in this section and will pay the
amount of any resulting adverse final judgment or approved settlement, but only if the defending party is
promptly notified in writing of the claim and has the right to control the defense and any settlement of it.
The party being defended must provide the defending party with all requested assistance, information, and
authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it
incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such
claims.
a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that
a Product or Services Deliverable made available by Microsoft for a fee and used within the scope of the
license granted under this Agreement (unmodified from the form provided by Microsoft and not
combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright,
trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of
misappropriation or infringement, it may, at its option, either (1) modify or replace the Product or
Services Deliverable with a functional equivalent or (2) terminate Customer’s license and refund any
license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused
consumption for any usage period after the termination date. Microsoft will not be liable for any claims
or damages due to Customer’s continued use of a Product or Services Deliverable after being notified to
stop due to a third-party claim.
b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft and its
Affiliates against any third-party claim to the extent it alleges that: (1) any Customer Data or Non-
Microsoft Product hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a
trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third
party; or (2) Customer’s use of any Product or Services Deliverable, alone or in combination with
anything else, violates the law or harms a third party.

Limitation of liability

Subject to the Exclusions, Exceptions and Applicability provisions in subsections e, f, and g, each party’s
liability to the other party for each Product or Professional Service provided under this Agreement is limited
to direct damages finally awarded, not to exceed an amount determined as follows:
a. Perpetual Licenses. For each Product licensed on a perpetual basis, each party’s maximum, aggregate
liability is the amount Customer paid for the applicable licenses.
b. Subscriptions. For each Product licensed on a subscription basis, each party’s maximum, aggregate
liability is the total amount of subscription fees Customer paid to use the Product during the 12 months
preceding the most recent incident giving rise to the claim(s).
c. Professional Services. For Professional Services, each party’s maximum, aggregate liability is the
amount Customer paid for the applicable Professional Services.
d. Free offers and distributable code. For Products or Professional Services provided free of charge, and
code that Customer is authorized to redistribute to third parties without separate payment to Microsoft,
Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.
e. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or
consequential damages; loss of revenue, profits, or anticipated savings (whether direct or indirect); or
loss of use, loss of business information, or interruption of business, however caused or on any theory of
liability.
f. Exceptions. No limitation or exclusions under this Agreement will apply to liability arising out of either
party’s (1) confidentiality obligations (except for all liability related to Customer Data and Professional
Service Data, which will remain subject to the limitations and exclusions above); (2) obligations under
the section entitled Defense of Third-Party Claims; or (3) violation of the other party’s intellectual
property rights; or (4) willful misconduct or gross negligence.
g. Applicability. To the extent permitted by applicable law, the limitations, exclusions, and exceptions set
forth in this Limitation of Liability section apply to all claims and damages under or relating to this
Agreement or the Products or Professional Services provided under this Agreement, including, without
limitation, breach of contract, breach of warranty, strict liability, and negligence and other torts, even if
the parties knew or should have known about the possibility of the damages.
h. Liability for death or personal injury. Nothing in this Agreement shall exclude liability for death or
personal injury caused by negligence or liability for fraudulent misrepresentation.

Partners

a. Selecting a Partner. Customer may authorize a Partner to place orders on Customer’s behalf and
manage Customer’s purchases by associating the Partner with its account. If the Partner’s distribution
right is terminated, Customer must select an authorized replacement Partner or purchase directly from
Microsoft. Partners and other third parties are not agents of Microsoft and are not authorized to enter
into any agreement with Customer on behalf of Microsoft.
b. Partner Administrator privileges and access to Customer Data. If Customer purchases Online
Services from a Partner, Customer may choose to provide that Partner with administrator privileges.
Customer consents to Microsoft and its Affiliates providing that Partner with Customer Data and
Administrator Data for purposes of provisioning, administering, and supporting (as applicable) the
Online Services. Partner may process such data according to the terms of Partner’s agreement with
Customer, and its privacy commitments may differ from Microsoft’s. Customer appoints Partner as its
agent for purposes of providing and receiving notices and other communications to and from
Microsoft. Customer may terminate the Partner’s administrative privileges at any time.
c. Product Support. Partners may provide support for Products and other value-added services, and
Partner is responsible for the performance of any services it provides. If Customer purchases Microsoft
Support Services through a Partner, Microsoft will be responsible for the performance of those services
subject to the terms of this Agreement.

Pricing and payment

If Customer orders from a Partner, the Partner will set Customer’s pricing and payment terms for that order,
and Customer will pay the amount due to the Partner. Pricing and payment terms related to orders placed
by Customer directly with Microsoft are set by Microsoft, and Customer will pay the amount due as
described in this section.
a. Payment method. Customer must provide a payment method or, if eligible, choose to be invoiced for
purchases made on its account. By providing Microsoft with a payment method, Customer (1) consents
to Microsoft’s use of account information regarding the selected payment method provided by the
issuing bank or applicable payment network; (2) represents that it is authorized to use that payment
method and that any payment information it provides is true and accurate; (3) represents that the
payment method was established and is used primarily for commercial purposes and not for personal,
family or household use; and (4) authorizes Microsoft to charge Customer using that payment method
for orders under this Agreement.
b. Invoices. Microsoft may invoice eligible Customers. Customer’s ability to elect payment by invoice is
subject to Microsoft’s approval of Customer’s financial condition. Customer authorizes Microsoft to
obtain information about Customer’s financial condition, which may include credit reports, to assess
Customer’s eligibility for invoicing. Unless the Customer’s financial statements are publicly available,
Customer may be required to provide its balance sheet, profit and loss and cash flow statements to
Microsoft. Customer may be required to provide security in a form acceptable to Microsoft to be eligible
for invoicing. Microsoft may withdraw Customer’s eligibility at any time and for any reason. Customer
must promptly notify Microsoft of any changes in its company name or location and of any significant
changes in the ownership, structure, or operational activities of the organization.
c. Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Microsoft for
the period corresponding to the invoice. Customer will pay all amounts due within thirty (30) calendar
days following the invoice date.
d. Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft that are
more than fifteen (15) calendar days past due at a rate of up to two percent (2%) of the total amount
payable, calculated and payable monthly, or the highest amount allowed by law, if less.
e. Cancelation fee. If a Subscription or Statement of Services permits early termination and Customer
cancels the Subscription or Statement of Service before the end of the Subscription or billing period,
Customer may be charged a cancelation fee. More details about cancelation can be found in the
Product Terms.
f. Recurring Payments. For subscriptions that renew automatically, Customer authorizes Microsoft to
charge Customer’s payment method periodically for each subscription or billing period until the
subscription is terminated. By authorizing recurring payments, Customer authorizes Microsoft to store
Customer’s payment details and process such payments as either electronic debits or fund transfers, or
as electronic drafts from the designated bank account (in the case of automated clearing house or
similar debits), as charges to the designated card account (in the case of credit card or similar payments)
(collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar
transaction is rejected or denied, Microsoft or its service providers reserve the right to collect any
applicable return item, rejection or insufficient funds fee to the maximum extent permitted by
applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the
amount due.
g. Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to
be paid to Microsoft, Customer will also pay any applicable value added, goods and services, sales, gross
receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery
surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to
collect from Customer. Customer will be responsible for any applicable stamp taxes and for all othe r
taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of
Products or Professional Services by Customer to its Affiliates. Microsoft will be responsible for all taxes
based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes
on its property ownership.
If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such
taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer
promptly provides Microsoft an official receipt for those withholdings and other documents reasonably
requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes
withheld are minimized to the extent possible under applicable law.

Term and termination

a. Term. This Agreement is effective until terminated by a party, as described below.
b. Termination without cause. Either party may terminate this Agreement without cause on 60 days’
notice. Termination without cause will not affect Customer’s perpetual licenses. Licenses granted on a
subscription basis and access to Online Services and Microsoft Support Services will continue for the
remainder of the then-current subscription period(s) or support term, subject to the terms of this
Agreement.
c. Termination for cause. Without limiting other remedies it may have, either party may terminate this
Agreement on 30 days’ notice for material breach if the other party fails to cure the breach within the
30-day notice period. Upon such termination, the following will apply:
(i) All licenses granted under this Agreement will terminate immediately except for fully paid,
perpetual licenses.
(ii) All amounts due under any unpaid invoices shall become due and payable immediately. For
Subscriptions billed in arrears based on usage, Customer must pay for all unpaid usage as of the
termination date immediately upon receipt of an invoice.
(iii) If Microsoft is in breach, Customer will receive a credit for any Subscription fees, including amounts
paid in advance for unused consumption for any usage period after the termination date.
(iv) Customer must pay for all Professional Services provided as of the termination date immediately
upon receipt of an invoice.
d. Suspension. During any period of material breach by Customer, Microsoft may suspend a Subscription
or Statement of Services without terminating this Agreement. Microsoft will give Customer 30 days’
notice before such suspension unless Microsoft’s charge against Customer’s payment method is
declined or Microsoft reasonably believes immediate suspension is required to prevent unauthorized
access to Customer Data or to ensure the ongoing confidentiality, integrity, availability, or resilience of
Microsoft’s systems and services.
e. Termination to comply with laws. Microsoft may modify or discontinue offering a Product or
Professional Service and/or terminate a Subscription or Statement of Services for that Product or
Professional Service in any country or jurisdiction where there is any current or future government
requirement or obligation that (1) subjects Microsoft to any regulation or requirement that is not
generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue
offering the Product or Professional Service without modification; or (3) causes Microsoft to believe this
Agreement or the Product or Professional Services offering may conflict with any such requirement or
obligation. If Microsoft terminates a Subscription or Statement of Services under this provision,
Customer will receive, as its sole remedy, a refund for any amount paid in advance for any period after
termination. Customer will pay for all services provided or used before termination.

Modifications to this Agreement

Microsoft may update this Agreement from time to time. No changes will apply to perpetual Software
licenses previously acquired. Changes will apply to new orders and to existing Subscriptions and Statements
of Services as follows:
a. DPA and SLA. Changes to the DPA and SLA will apply as provided in those documents.
b. Product Terms. Material Adverse Changes will not apply during the then-current Subscription term but
will take effect upon renewal. All other changes will apply when they are published on the Product
Terms site. In addition, for Software Subscriptions, if Customer chooses to update the Software to a new
version before the end of the Subscription term, the terms in effect at the time of the update will apply
to the use of that Software.
c. Other terms. Customer may be required to accept revised or additional terms when placing a new
order. For existing Subscriptions and Statements of Services, Customer will be notified at least 60 days
before changes take effect to these General Terms or any other terms that are part of the Agreement
except the DPA, SLA, and Product Terms, which have separate terms for updates. Such changes will take
effect upon renewal unless Customer accepts them earlier in the manner specified in the notice and will
not supersede or modify any amendments to this Agreement. Customer agrees that its continued use of
the Products or Professional Services after renewal will constitute its acceptance of all changes. If
Customer does not agree to the changes, it must stop using the Products and Professional Services by
the end of the Subscription or support term and turn off recurring billing for any Subscriptions that are
set to renew automatically.
d. Changes proposed by Customer. Customer may not modify this Agreement. Any additional or
conflicting terms contained in a purchase order or otherwise presented by Customer are expressly
rejected and will not apply.

Miscellaneous

a. Independent contractors. The parties are independent contractors. Customer and Microsoft each may
develop products independently without using the other’s Confidential Information.
b. Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the
products and services of others.
c. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in
writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without
prior notice, of any rights Microsoft may have under this Agreement to receive payment and enforce
Customer’s payment obligations, and all assignees may further assign such rights without further
consent. Any other proposed assignment of this Agreement must be approved by the non-assigning
party in writing. Assignment will not relieve the assigning party of its obligations under the assigned
Agreement. Any attempted assignment without required approval will be void.
d. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will
remain in full force and effect.
e. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must
be in writing and signed by the waiving party.
f. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except
as expressly provided by its terms.
g. Survival. All provisions survive termination of this Agreement except those requiring performance only
during the term of the Agreement.
h. Notices. All notices must be in writing. Except for notices relating to arbitration (as provided in certain
supplemental terms for individual users), notices to Microsoft must be sent to the following address and
will be deemed received on the date received at that address:
Microsoft Ireland Operations Limited
One Microsoft Place
South County Business Park
Leopardstown
Dublin 18
D18 P521
Ireland
Microsoft may provide Customer with information and notices electronically, including via email,
through the portal for an Online Service, or through a web site that Microsoft identifies. Notice is given
as of the date it is made available by Microsoft.
i. Applicable law. This Agreement will be governed by and construed in accordance with the laws of
Ireland. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its
related instruments will not apply to this Agreement.
j. Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the
following exclusive venues:
(i) If Microsoft brings the action, the venue will be where Customer has its headquarters.
(ii) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe,
the venue will be the state or federal courts in King County, State of Washington, USA.
(iii) If Customer brings the action against Microsoft or any Microsoft Affiliate located in Europe, and not
also against Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be Ireland.
(iv) The parties consent to personal jurisdiction in the agreed venues. This choice of venue does not
prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of
intellectual property rights or confidentiality obligations.
k. Order of precedence. If there is a conflict between any documents in this Agreement that is not
expressly resolved in those documents, their terms will control in the following order, from highest to
lowest priority: (1) DPA; (2) these General Terms; (3) Product Terms; (4) SLA; and (5) any additional terms
presented when an order is placed. Terms in an amendment control over the amended document and
any prior amendments concerning the same subject matter.
l. Microsoft Affiliates and subcontractors. Microsoft may perform its obligations under this Agreement
through its Affiliates and use subcontractors to provide certain services. Microsoft remains responsible
for their performance.
m. Government procurement rules. If Customer is a government entity or is otherwise subject to
government procurement requirements, Customer represents and warrants that (1) it has complied and
will comply with all applicable government procurement laws and regulations; (2) it is authorized to
enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
n. Compliance with Trade Laws. Products and Services Deliverables may be subject to U.S. and other
countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the
import or export of the Products and Services Deliverables, including, without limitation, trade laws such
as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and
sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”).
Customer will not take any action that causes Microsoft to violate U.S. or other applicable Trade Laws.
Microsoft may suspend or terminate this Agreement to the extent that Microsoft reasonably believes
that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions
and penalties under such laws.

Definitions

“Administrator Data” means the information provided to Microsoft or its Affiliates during sign-up, purchase,
or administration of Products.
“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.
“Control” means ownership of more than a 50% interest of voting securities in an entity or the power to
direct the management and policies of an entity.
“Confidential Information” is defined in the “Confidentiality” section.
“Customer” means the entity identified as such on the account associated with this Agreement.
“Customer Data” means all data, including all text, sound, video or image files, and software, that are
provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online
Services. Customer Data does not include Professional Services Data.
“DPA” means the Microsoft Products and Services Data Protection Addendum, as updated from time to
time, published at https://aka.ms/DPA or a successor site and any additional data protection terms that
Microsoft presents with this Agreement.
“End User” means any person Customer permits to use a Product or access Customer Data.
“Fix” or “Fixes” means Product fixes, modifications or enhancements, or their derivatives, that Microsoft
either releases generally (such as Product service packs) or provides to Customer to address a specific issue.
“Licensing Site” means http://www.microsoft.com/licensing/docs or a successor site.
“Material Adverse Change” means any change to the Use Rights for a Product that could reasonably affect
Customer’s decision to purchase the Product and that would require Customer to purchase additional
licenses, increase the cost to Customer of using the Product, remove an existing right, or place additional
restrictions on the use of the Product.
“Microsoft” means Microsoft Ireland Operations Limited.
“Microsoft Support Services” means Product support services that Microsoft offers under this Agreement as
described in the Product Terms.
“Non-Microsoft Product” means any third party-branded software, data, service, website, or product, unless
incorporated by Microsoft in a Product.
“Online Services” means Microsoft-hosted services to which Customer subscribes under this Agreement. It
does not include software and services provided under separate license terms.
“Partner” means a company Microsoft has authorized to distribute Products to Customer.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Pre-Existing Work” means any computer code or other written materials developed or otherwise obtained
independent of this Agreement.
“Product” means all Software and Online Services that Microsoft offers under this Agreement as identified in
the Product Terms, including previews, prerelease versions, updates, patches, and Fixes from Microsoft.
Product availability may vary by region. “Product” does not include Non-Microsoft Products.
“Product Terms” means the Use Rights and other terms, as updated from time to time, which are published
at https://www.microsoft.com/licensing/terms or a successor site.
“Professional Services” means Microsoft Support Services and consulting services provided by Microsoft to
Customer under this Agreement. “Professional Services” do not include Online Services.
“Professional Services Data” means all data, including all text, sound, video, image files, or software, that are
provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates (or that Customer or an
Affiliate authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or on
behalf of Microsoft or its Affiliates through an engagement with Microsoft to obtain Professional Services.
“Publisher” means a provider of a Non-Microsoft Product.
“Representatives” means a party’s employees, Affiliates, contractors, advisors, and consultants.
“SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services and
is published on the Licensing Site.
“Services Deliverables” means any computer code or materials (including without limitation proofs of
concept, documentation and design recommendations, sample code, software libraries, algorithms, and
machine learning models), other than Products or Fixes, that Microsoft leaves with Customer at the
conclusion of Microsoft’s performance of Professional Services.
“Software” means licensed copies of Microsoft software identified in the Product Terms. Software does not
include Online Services, but Software may be part of an Online Service.
“Statement of Services” means any order under this Agreement that includes or describes Professional
Services.
“Subscription” means a license for Customer to use or access a Product during a defined period of time.
“use” means to copy, download, install, run, access, display, or otherwise interact with.
“Use Rights” means the following sections of the Product Terms, as applicable to each Product offering: Use
Rights, License Model terms, General Service Terms, Service Specific Terms, Add-ons, Universal License
Terms, and Other Legal Terms.
Purchase Agreement with the “Microsoft Sales Affiliate” ( )
Certain Products and Professional Services are offered by a local Microsoft Sales Affiliate that Microsoft has
authorized to distribute and supply such Products and Professional Services. If Customer orders those
Products directly from Microsoft, the Microsoft Sales Affiliate will be the seller. By submitting the order,
Customer is deemed to have accepted the terms offered by the Microsoft Sales Affiliate identified above,
forming a separate agreement with such Microsoft Sales Affiliate to purchase the Products and Professional
Services (the “Purchase Agreement”). The Purchase Agreement consists of all applicable terms of this

Agreement, modified as follows:

a. Licensing terms excluded. All terms pertaining solely to the licensing of such Products, Fixes, and
Services Deliverables are deemed excluded. Microsoft is the licensor of all Products, Fixes, and Services
Deliverables, and the Agreement with Microsoft will continue to apply to any Products and Professional
Services ordered from a Microsoft Sales Affiliate. Microsoft Sales Affiliate does not have authority to
bind or impose any obligation or liability on any other Microsoft entity.
b. Pricing and payment. Microsoft Sales Affiliate will determine pricing for the applicable Products. All
terms pertaining to pricing and payment apply to the Purchase Agreement. If Customer is eligible for
invoicing, Microsoft Sales Affiliate will send invoices to the billing contact identified on Customer’s
account (with taxes added where applicable), and Customer must pay the amount due to Microsoft
Sales Affiliate according to the payment instructions on the invoice. Customer’s failure to make any
payment due to Microsoft Sales Affiliate by the required date will constitute a material breach of both
the Purchase Agreement and the Agreement with Microsoft. In the event Microsoft terminates the
Agreement for cause, all amounts due under any unpaid invoices shall become due and payable to
Microsoft Sales Affiliate immediately.
c. Warranties, defense, and limitations of liability. All warranties, obligations to defend against thirdparty
claims and limitations of liability shall also apply to claims under the Purchase Agreement.
Microsoft, as licensor, is solely responsible for claims relating to the performance of Products and
defense of third-party claims (including claims of intellectual property infringement). Microsoft Sales
Affiliate is not liable for such claims and, to the maximum extent permitted by applicable law,
expressly disclaims all express, implied, and statutory warranties and liability for such claims,
including, without limitation, warranties of quality, title, non-infringement, merchantability,
and fitness for a particular purpose.
d. Applicable law. The applicable law will be that of the jurisdiction where the Microsoft Sales Affiliate has
its headquarters.
e. Additional terms. Any additional terms that Microsoft Sales Affiliate presents in connection with an
order are deemed included. Any additional or conflicting terms and conditions contained in a purchase
order or otherwise presented by Customer are expressly rejected and will not apply.