SERVICE AGREEMENT

Last Updated: March 2008

AGREEMENT BETWEEN YOU AND MICROSOFT

This is a contract between Microsoft Corporation (or, if applicable based on where you live, one of its affiliates) and you.  This contract applies to any Microsoft Dynamics CRM Online services (including pre-release services), and software, including any updates, upgrades, support, and content (e.g., audio and visual information, documents) contained or made available to you in the course of your using the Service (collectively referred to as the “Service”). 

Please read these Terms of Service carefully.  The Service may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into this agreement.  By subscribing to and/or using any of the service, you agree to be bound by this agreement, including any modifications made to it from time to time.  If you do not agree to the terms and conditions in this contract, do not subscribe to or use the Service. 

ON THIS PAGE:

·         If you signed up for an Early Access version of the Service, it is pre-release version of the Service. It may not work the way a final version of the feature or Service will. We may not release a commercial version. We also reserve the right to change a pre-release Service at any time without advance notice to you.  We will notify you when the pre-release Service becomes a commercial version of the Service and the terms of this contract will still apply.

·         Confidential Information.  The pre-release version of the Service, including its user interface, features and documentation, is confidential and proprietary to Microsoft and its suppliers.  For five years after you subscribe to the Service or its commercial release, whichever is first, you may not disclose confidential information to third parties.  You may disclose confidential information only to your employees and consultants who need to know the information. You must have written agreements with them that protect the confidential information at least as much as this agreement.  Your duty to protect confidential information survives this agreement.  

o   Exclusions.  You may disclose confidential information in response to a judicial or governmental order.  You must first give written notice to Microsoft to allow it to seek a protective order or otherwise protect the information.  Confidential information does not include information that:

v  becomes publicly known through no wrongful act;

v  you received from a third party who did not breach confidentiality obligations to Microsoft or its suppliers; or

v  you developed independently.

·         Subscribing to the Service. You must sign up for a subscription to one of the Service offers before you can use the Service.   Only you or those individuals that you or your administrator designates in User Management as authorized users are licensed to access or use the Service.  The Service to which you subscribe will begin after Microsoft receives and processes all of the information requested in the sign up process.   You represent and warrant to Microsoft that the information you provide in the Sign Up is true and accurate.

·         Authorized Users. Only users who have administrator privileges may add additional authorized users to the Service up to and including the total number of user licenses purchased during the Service offer for which you subscribed.  User licenses cannot be shared or used by more than one individual authorized user and cannot be reassigned to a new user to replace a current authorized user who has terminated employment or otherwise changed job status or function and no longer uses the Service.  However, administrator user who has administrator privileges may delete an authorized user from the Service and add a new authorized user to the Service to replace the former authorized user.   If you wish to use the Service for more than the total number of user licenses available through the Service level you subscribed to, you must subscribe to the appropriate Service level prior to commencing any such use.

·         Additional Users.  You do not need to purchase additional user accounts for external users who access the Service without using any of the software.  “External users” means users that are not (i) you; (ii) your or your affiliates’ employees, or (iii) your or your affiliates’ contractors and agents.

You may use the Service only for your internal business purposes.  All rights not expressly granted to you under this contract are reserved by Microsoft and its licensors.  Unless applicable law gives you more rights despite this limitation, you may use the Service only as expressly permitted in this contract.

In using the Service, you will    

·                     comply with all laws,

·                     comply with any codes of conduct or other notices we provide,

In using the Service, you may not

·                     use the Service in any way that harms Microsoft or its affiliates, resellers, distributors and/or vendors (collectively, the “Microsoft parties”), or any customer of a Microsoft party or the Service or other Service users,

·                     engage in, facilitate, or further unlawful conduct,

·                     damage, disable, overburden or impair the Service (or the networks connected to the service) or interfere with anyone’s use and enjoyment of the Service,

·                     resell or redistribute the Service, or any part of the Service, unless you have a contract with Microsoft that permits you to do so, 

·                     use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”),

·                     use any unauthorized 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”), however, periodic automated access to the Service for report creation or scheduling is permitted,

·                     use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service,

·                     modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by Microsoft in connection with providing the Service, except and only to the extent that applicable law expressly permits You to do so despite this limitation,

·                     create Internet "links" to the Service or "frame" or "mirror" any content of the Service to give the impression that you are offering all of the functionality of the Service as your own service located on your own servers,

·                     build a product or service using similar ideas, features, functions or graphics of the Service; 

·                     copy any ideas, features, functions or graphics of the Service; or  

·                     access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

·         Responsibility for Your Account.  Only you may use your Service account.  We may allow you to setup additional member accounts that are dependent on your account (an “associated account”).  We may limit who can use your Service account or any associated accounts.  You are responsible for all activity under your Service account, associated accounts and passwords.  You are solely responsible for monitoring usage of your Service account and for any use or misuse of your Service account or the Service resulting from any third party using any password or user name selected by you or issued to you.

·         Accuracy of Your Information. You agree to provide Microsoft with complete and accurate contact information.  This information includes your legal company name, street address, email address, and the name and telephone number of your administrator.  You agree to update this information within thirty (30) days of any change to it.  If the contact  or billing information you have provided is false or fraudulent, Microsoft reserves the right to terminate your access to the Service in addition to pursuing any other legal remedies.

·         Data.  Microsoft does not own any data, information or material that you submit to the Service in the course of using the Service ("Data").  You are responsible for maintaining and backing-up any Data that you use with the Service.  You, not Microsoft, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Data.  Microsoft shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data that you use with the Service.

If you are the authorized user of an associated account, then the person or entity that gave you access to the Service (the account holder) has full control over your associated account.  This control includes the right to end the Service, close or alter your associated account at any time, and, in some cases, request and receive machine and Service usage information related to your associated account. As an associated account holder, this contract applies to you. 

Microsoft may change this contract at any time without notice. If we make a material change to this contract, we will notify you at least 30 days before the change takes place. If you do not agree to the change, you must cancel and stop using the Service before the change takes place.  If you do not stop using the service, your continued use of the Service will be under the changed contract. 

This section applies in all situations in which you pay Microsoft directly for a Service.  Even if you do not pay for the Service, you may still incur other charges incidental to using the Service; for example, charges for phone or Internet access, mobile text messaging, wireless Service and other data transmissions.

·         Payment.  When you sign up for the Service, you will provide a payment method. You confirm that you are authorized to use the payment method.  You authorize us to charge you for the Service using your payment method and for any paid feature of the Service for which you choose to sign up or use while this contract is in force. If the amount to be charged to your payment method is greater than the amount you pre-authorized, we will tell you the amount at least 10 days before we charge you.

·         Charges. You will pay Service charges either in advance or in arrears or both, depending on whether you are making a one-time or a recurring payment.  We may charge you at one time for more than one of your prior billing periods. If we told you that the Service will be provided indefinitely or automatically renewed, we may automatically renew your Service and charge you for any renewal term.

·         By Microsoft.  We may change the Service at any time and for any reason without notice.  We may cancel or suspend your Service or a portion of your Service at any time and for any reason without notice, including if you violate the terms of this contract. If we do, your right to use the Service will stop right away. Cancellation of the Service will not change your obligation to pay any charges due on your billing account.  If we cancel the Service without cause, we will refund the unused portion of your Service charge for that period on a pro rata basis.

Microsoft may establish limits on the Service.  For example, we may limit

·         the number of days the service will retain any content that Microsoft, you or other users may post or provide,

·         the number and size of e-mail messages that you may send or receive through the Service,

·         the maximum storage space on Microsoft’s servers available to you,

·         the number of users on your account or any associated accounts,

·         the number of Service accounts to which you may subscribe,

·         how long we retain an inactive Service account, which we define as one where you do not sign in to the Service for an extended period of time, and

·         the number of transactions you can conduct through the service. 

·         the number of asynchronous transactions that can be executed with an organization 

If you exceed the published Service storage limits, Microsoft may give you the right to delete data until the storage limit is met.  If you exceed the published Service limits, Microsoft reserves the right to cancel your service.

·         Content. Microsoft, you, your associated account users and third parties may be able to post or store materials, including data, documents, information, advertisements, communications, messages and links to third party Web sites (“content”) on the Service.  You may be able to post or provide materials (including feedback) that are part of the Service in a publicly accessible or other public area that allows you to communicate with others (“public areas of the service”). It also includes areas of the Service to which you can control access by your authorized users of associated accounts, (“private areas of the service”).

·         Intellectual property rights. Microsoft does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights.  You understand that sharing content that violates others’ copyrights and intellectual property rights violates this contract.  You represent and warrant that the use and publication of the content by you and others does not violate the intellectual property rights of any third party.  You understand that Microsoft may remove content at any time without notice when the content violates this contract or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.

·         Posting Content.  You understand that Microsoft does not control or endorse the content that you and others post or provide on the Service. Microsoft doesn’t claim ownership of content that you and others post or provide. By posting or providing content you grant to Microsoft and the public (for content posted on publically accessible areas of the Service), or those authorized users of associated accounts to which you have granted access (for content posted on private areas of the service), free, unlimited worldwide and perpetual permission to

o    use, modify, copy, distribute and display the content, and

o    publish your name with the content.

·         You also give the public, or those members of the public to which you have granted access, permission to grant these rights to others. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law.  Microsoft will not pay you for content you post on public areas of the service.  This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law. 

·         Private areas of the service.  You understand that certain technical processing of content posted on private areas of the Service may be required to

o    store and retrieve the content,

o    conform to connecting networks’ technical requirements, or

o    conform to the limitations of the Service.

·         Links to third-party Web sites.  The service may contain links to third-party Web sites. These third-party Web sites are not under Microsoft’s control.  If Microsoft has included these links in the service, we provide them to you as a convenience only. The inclusion of these links is not an endorsement by Microsoft of any third-party Web site, service or product.  Microsoft reserves the right to disable links to any third-party Web site that you or other customers post on the service.

·         Access and Disclosure.  In order to operate and provide the Services, we collect certain information about you.  We use and protect that information as described in the Privacy Statement.  In particular, we may access or disclose information about you, including the content of your communications, in order to:

o    comply with the law or respond to lawful requests or legal process,

o    protect the rights or property of Microsoft or our customers, including the enforcement of our agreements or policies governing your use of the services; or

o    act when we believe, in good faith, that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers or the public.   

You consent to the access and disclosures outlined in this section.

·         Use. If you receive software from us as part of the Service, your use of that software is under the terms of the license that is presented to you for acceptance for that software.  If there is no license presented to you, then we (or, based on where you live, one of our affiliates) grant you the right to use the software only for the use of the Service authorized under this contract and only on that number of computers stated in your Service offer.  We (or, based on where you live, one of our affiliates) reserve all other rights to the software.  Unless we notify you otherwise, your right to use the software ends when your right to use the Service terminates or expires or when Microsoft updates the Service and it no longer supports the software. You must promptly uninstall the software when you right to use it ends.  We may disable the software after the date the Service ends.

·         Update.  We may automatically check your version of the software.  We may automatically download upgrades to the software to your computer to update, enhance and further develop the Service.

·         Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This contract only gives you some rights to use the software. Microsoft reserves all other rights.  You will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity. 

·         Documents.  You may have access to information or documents on the Service such as white papers, knowledge-base articles, datasheets and FAQs ("documents").  You may use the documents only for informational purposes. You may not copy, distribute, modify or make derivative works of the documents.  Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.  

·         Limitations. The license grant to use documents provided with the Service does not include a license to the design or layout of the Service or any Microsoft owned, operated, licensed or controlled Web site.  You should not copy or retransmit any logo, graphic, sound or image from the Service, unless Microsoft expressly permits it.  Microsoft and its suppliers do not warrant or guarantee that the information or documents are accurate and suitable for your purposes.  Their inclusion with the Service is not an endorsement of them by Microsoft. 

We may provide you with Windows Live ID credentials to use with the Service.  Windows Live ID is a multi-purpose authentication Web service that makes it easy for you to sign in to Web sites.  You may not use any software or hardware that reduces the number of users directly accessing or using Windows Live ID or the Service (sometimes called "multiplexing" or "pooling" software or hardware).  You are solely responsible for any dealings with third parties (including advertisers) that support Windows Live ID, including the delivery and payment for goods and services. This contract applies to you whenever you access or use Windows Live ID credentials.  When you use Windows Live ID to gain access to any site or service, the terms and conditions for that site or service may also apply to you.  Please refer to the terms of use for each site or service that you visit.

If you obtain anything from a third party (including third party offered services) through the Service or our authentication network, you understand that your relationship with respect to those things is with the third party directly and not with Microsoft.  In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against Microsoft, even if Microsoft assisted in billing for the third party offering.  You are solely responsible for your dealings with any third party.

You represent and warrant that you will comply with all applicable laws and regulations (including privacy laws and regulations that relate to your collection of information from third parties).

If you give feedback about the Service to Microsoft, you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that includes the feedback.  You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because we include your feedback in them.  These rights survive this contract.

This contract is in electronic form.  We have promised to send you certain information in connection with the Service, including notices of changes to the Service or this contract and we have the right to send you this information in electronic form.  There may be other information about the service that the law requires us to send to you.  We may send this information to you in electronic form. 

We may provide required information to you

·         by e-mail at the e-mail address you specified when you signed up for the Service, or

·         in home when we first send you an e-mail notice alerting you to the notice in home. 

Notices 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 notices electronically, you must cancel the Service.

Microsoft makes no guarantee about the reliability, accuracy or timeliness of the Service or the results obtained from the Service.  You understand that the security mechanisms in the Service have inherent limitations and that you are responsible for determining that the Service meets your needs.

We provide the Service “as-is,” “with all faults” and “as available.”  You bear the risk of using it.  To the maximum extent permitted by law, the Microsoft parties give no express warranties, guarantees or conditions. You may have additional rights under your local laws that this contract cannot change. To the extent permitted by law, we exclude any implied warranties or conditions including those of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement and satisfactory quality.

You can recover from the Microsoft parties only direct damages up to an amount equal to your Service charge for one month or the equivalent of $5 USD (whichever is greater). To the extent permitted by law, you cannot recover any other damages from the Microsoft parties, including consequential, lost profits, special, indirect or incidental damages. 

This limitation applies to anything related to:

•      the Service,

•      content (including code) on third party Internet sites, third party programs or third party conduct,

•      viruses or other disabling features that affect your access to or use of the Service,

•      incompatibility between the Service and other services, software and hardware,

•      delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner, and

•      claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

It also applies even if

·         this remedy does not fully compensate you for any losses, or fails of its essential purpose, or

·         Microsoft knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

To the extent permitted by law, any claim related to this contract or the Service must be brought within one year.  The one-year period begins on the date when the claim first could be filed.  It if is not filed, then that claim is permanently barred.  This section applies to you and your successors.  It also applies to Microsoft and its successors and assigns.

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 that part will be replaced with terms that most closely match the intent of the part that we cannot enforce.  The rest of this contract will not change.  This contract, together with any codes of conduct and other notices we provide, is the entire contract between Microsoft and you regarding the Service.  It supersedes any other contract or statements related to the Service. If you have confidentiality obligations related to the Service, those obligations remain in force (for example, you may have been a tester for a pre-release version of a service).  The section titles in the contract do not limit the other terms of this contract. 

Microsoft may assign this contract, in whole or part, at any time without notice to you. You may not assign this contract, or any part of it, to any other party.  Any attempt to do so is void.  Instead, you may cancel your Service.  The other party may then establish a service account and enter into a contract with us. 

Microsoft will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes or acts of god.

Copyright Notice 

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. 

Respect Copyright

Please respect the rights of artists and creators.  Content such as 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 not share other people’s content unless you own the rights, have permission from the owner, or such sharing is otherwise legal.

Trademark Notice