Microsoft Customer Agreement

This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists

of these General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents

when an order is placed. This Agreement takes effect when the Customer accepts these General Terms.

The individual who accepts these General Terms represents that he or she is authorized to enter into this

Agreement on behalf of the Customer.

 

General Terms.

These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms have the

meanings given under “Definitions.”

License to use Microsoft Products

a. License grant. 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 the applicable Use Rights and 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. Licenses granted on a subscription basis expire at the end of the applicable

subscription period unless renewed. Licenses granted for metered Products billed periodically based

on usage continue as long as Customer continues to pay for its usage of the Product. All other

licenses become perpetual upon payment in full.

c. Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a

Product will apply. For subscriptions, the Use Rights in effect at the start of each subscription period

will apply. Customers with subscriptions for Software may use new versions released during the

subscription period subject to the Use Rights in effect when those versions are released. For metered

Products billed periodically based on usage, the Use Rights in effect at the start of each billing period

will apply during that period. Microsoft may update the Use Rights periodically, but material adverse

changes for a particular version will not apply during the applicable license, subscription, or billing

period.

d. 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.

e. 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.

f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement.

Products 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.

g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer

must not (and is not licensed to):

(1) reverse engineer, decompile, or disassemble any Product, or attempt to do so;

(2) 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;

(3) work around any technical limitations in a Product or restrictions in Product documentation;

(4) separate and run parts of a Product on more than one device;

(5) upgrade or downgrade parts of a Product at different times;

(6) transfer parts of a Product separately; or

(7) distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer

hosting services to a third party.

h. License transfers. Customer may only transfer fully-paid, perpetual licenses 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 notify Microsoft of a License

transfer and 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.

Attempted license transfers that do not comply with this section are void.

i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit

offers, 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.

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 for its use of any Non-Microsoft

Product.

 

Verifying compliance.

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. To do so, Microsoft may engage an independent auditor (under nondisclosure

obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any

information and documents that Microsoft or the auditor reasonably requests related to the verification

and access to systems running the Products. If verification or self-audit 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. All information and reports related to the verification process will be

Confidential Information and used solely to verify compliance.

Privacy.

a. Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates,

and their respective agents and subcontractors, as provided in this Agreement. 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.

b. Location of Personal Data. To the extent permitted by applicable law, Personal Data collected under

this Agreement may be transferred, stored and processed in the United States or any other country in

which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities.

Microsoft will abide by the requirements of European Economic Area and Swiss data protection law

regarding the collection, use, transfer, retention, and other processing of Personal Data from the

European Economic Area and Switzerland.

 

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, 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 Online Services Terms may 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.

 

Product warranties.

a. Limited warranties and remedies.

(1) 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.

(2) Software. Microsoft warrants that the Software version that is current at the time 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, (a) return the price Customer paid for the Software

license or (b) repair or replace the Software.

The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer

waives any warranty claims not made during the warranty period.

b. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or

use inconsistent with this Agreement, 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 and subject to applicable law, Microsoft

provides no other warranties or conditions for Products and disclaims any other express,

implied or statutory warranties for Products, including warranties of quality, title, noninfringement,

merchantability, and fitness for a particular purpose.

 

Defense 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 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 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 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, alone or in combination with anything else, violates the

law or harms a third party.

 

Limitation of liability.

For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited

to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay

for the Products during the term of the applicable licenses, subject to the following:

a. Subscriptions. For Products ordered on a subscription basis, Microsoft’s maximum liability to

Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the

Product during the 12 months before the incident.

b. Free Products and distributable code. For Products 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.

c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or

consequential damages, or loss of use, loss of profits, or interruption of business, however caused or

on any theory of liability.

d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1)

confidentiality obligations (except for liability related to Customer Data, which will remain subject to

the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s

intellectual property rights.

 

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 or chooses to provide a Partner with administrator privileges , that Partner will

be the primary administrator of the Online Services and will have administrative privileges and access

to Customer Data and Administrator Data. Customer consents to Microsoft and its Affiliates providing

the 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. Support and Professional Services. Customer’s Partner will provide details on support services

available for Products purchased under this agreement. Support services may be performed by

Partner or its designee, which in some cases may be Microsoft. If Customer purchases Professional

Services under this agreement, the performance of those Professional Services will be subject to the

terms and conditions in the Use Rights.

 

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 their 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 two percent (2%) of the total amount

payable, calculated and payable monthly, or the highest amount allowed by law, if less.

e. Cancellation fee. If a subscription permits early termination and Customer cancels the subscription

before the end of the subscription or billing period, Customer may be charged a cancellation fee.

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

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 shall 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 shall be responsible for any applicable stamp taxes and

for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or

provision of Products by Customer to its Affiliates. Microsoft shall 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, and licenses granted

on a subscription basis will continue for the duration of the subscription period(s), 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:

(1) All licenses granted under this Agreement will terminate immediately except for fully-paid,

perpetual licenses.

(2) All amounts due under any unpaid invoices shall become due and payable immediately. For

metered Products billed periodically based on usage, Customer must immediately pay for unpaid

usage as of the termination date.

(3) 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.

d. Suspension. Microsoft may suspend use of an Online Service without terminating this Agreement

during any period of material breach. Microsoft will give Customer notice before suspending an

Online Service when reasonable.

e. Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a Product in

any country or jurisdiction where there is any current or future government regulation, obligation, or

other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a

hardship for Microsoft to continue offering the Product without modification; or (3) causes Microsoft

to believe these terms or the Product may conflict with any such regulation, obligation, or

requirement. If Microsoft terminates a subscription for regulatory reasons, Customer will receive, as its

sole remedy, a credit for any subscription fees, including amounts paid in advance for unused

consumption for any usage period after the termination date.

 

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. Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use Rights

will apply as provided in this Agreement. Changes to other terms will not apply until Customer

accepts them. Microsoft may require Customer to accept revised or additional terms before

processing a new order. Any additional or conflicting terms and conditions contained in a purchase

order or otherwise presented by Customer are expressly rejected and will not apply.

d. 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 nonassigning

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.

e. U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable

international and national laws, including the U.S. Export Administration Regulations, the International

Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other

governments related to Microsoft products, services, and technologies .

f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will

remain in full force and effect.

g. 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.

h. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights

except as expressly provided by its terms.

i. Survival. All provisions survive termination of this Agreement except those requiring performance

only during the term of the Agreement.

j. Notices. Notices must be in writing and will be treated as delivered on the date received at the

address, date shown on the return receipt, email transmission date, or date on the courier or fax

confirmation of delivery. Notices to Microsoft must be sent to the following address:

Microsoft Corporation

Dept. 551, Volume Licensing

6880 Sierra Center Parkway

Reno, Nevada 89511-1137

USA

Notices to Customer will be sent to the individual at the address Customer identifies on its account as

its contact for notices. Microsoft may send notices and other information to Customer by email or

other electronic form.

k. Applicable law. This Agreement will be governed by and construed in accordance with the laws of

the State of Washington and federal laws of the United States. The 1980 United Nations Convention

on Contracts for the International Sale of Goods and its related instruments will not apply to this

Agreement.

l. Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the

following exclusive venues:

(1) If Microsoft brings the action, the venue will be where Customer has its headquarters.

(2) 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.

(3) 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 the

Republic of Ireland.

The parties consent to personal jurisdiction in the agreed venue. 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.

m. Order of precedence. These General Terms will take precedence over any conflicting terms in other

documents that are part of this Agreement that are not expressly resolved in those documents, except

that conflicting terms in the Use Rights take precedence over these General Terms as to the

applicable Products. Terms in the Online Services Terms take precedence over conflicting terms in the

Product Terms. Terms in an amendment control over the amended document and any prior

amendments concerning the same subject matter.

n. Microsoft Affiliates and contractors. Microsoft may perform its obligations under this Agreement

through its Affiliates and use contractors to provide certain services. Microsoft remains responsible for

their performance.

o. Government procurement rules. By accepting this agreement, Customer represents and warrants

that (i) it has complied and will comply with all applicable government procurement laws and

regulations; (ii) it is authorized to enter into this Agreement; and (iii) this Agreement satisfies all

applicable procurement requirements.

 

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 o r 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, software, image or video files that are provided

to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services.

“End User” means any person Customer permits to use a Product or access Customer Data.

“Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

“Microsoft” means Microsoft Corporation.

“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.

“Online Services Terms” means the additional terms that apply to Customer’s use of Online Services

published on the Licensing Site and updated from time to time.

“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.

“Product” means all Software and Online Services identified in the Product Terms that Microsoft offers

under this Agreement, including previews, prerelease versions, updates, patches and bug fixes from

Microsoft. Product availability may vary by region. “Product” does not include Non-Microsoft Products.

“Product Terms” means the document that provides information about Products available under this

Agreement. The Product Terms document is published on the Licensing Site and is updated from time to

time.

“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.

“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.

“use” means to copy, download, install, run, access, display, use or otherwise interact with.

“Use Rights” means the license terms and terms of service for each Product published on the Licensing

Site and updated from time to time. The Use Rights supersede the terms of any end user license

agreement that accompanies a Product. License terms for all Products are published in the Product Terms.

Terms of service for Online Services are published in the Online Services Terms.