MICROSOFT BOT FRAMEWORK– PREVIEW ONLINE SERVICES AGREEMENT

Dated: March 13, 2017

Section 1 - Description

This Agreement applies to Microsoft Bot Framework (the “Service”). The service components include the Service, all related documentation, media, sample code, SDKs, and other materials that Microsoft may make available from time to time for use with the Service, any updates to the foregoing, and any support for the foregoing (“Service Components”).

Your software application, that adds primary and significant functionality to the Service and that is not primarily a substitute for one or more Service Components ("Application" or “Bot”) may, subject to the terms of this Agreement and subject to Microsoft granting you access to the applicable Service Components, interact with the Service.

The Service Components may provide ways for your Application to interact with other services, such as social media services, email servers, and other communications services which may be provided by third parties or by Microsoft (“third-party services”). Third-party services are not Service Components. You acknowledge and agree that Microsoft provides any access to third-party services “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement.

This Agreement does not grant you any right to access or maintain access to third-party services. You are solely responsible for your access to third-party services, and you shall comply with the terms of use for such third-party services, including but not limited to: (i) applicable privacy and data protection requirements; (ii) any rules and regulations designed for compliance with applicable laws, including the Telephone Consumer Protection Act of 1991, 47 U.S.C. §§ 227, et seq. (TCPA); and (iii) any applicable codes of conduct when using the Service Components.

This Agreement includes important obligations related to privacy, End Users, and Data in sections 4-8. Please read them carefully. In this Agreement: “Data” means all data, including all text, audio, images (including video), and software, that are provided to Microsoft by you or your Application (including on behalf of End Users), through the Service Components; and "End User" means you, any person you permit to access data hosted in the Service Components or otherwise use the Service Components, and any user of your Application.

Section 2 – Acceptance of Terms

This Agreement is a contract between you and the Microsoft company listed in section 25 (“Microsoft”). By accessing and using the Service Components, you acknowledge and agree to these terms.

Microsoft may update this Agreement by posting new terms and conditions at http://aka.ms/bf-terms, (or a successor site). The new terms and conditions will automatically take effect and apply to your use of the Service Components after 30 days from posting. If you do not accept the new terms and conditions, you must stop using the Service Components within the 30-day period from the posting of the new terms and conditions.

By creating an account or accepting this Agreement, you represent that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age. If you are under 18 or have not reached such age of majority, your parent or legal guardian must set up an account on your behalf and accept this Agreement.

The Service Components are intended to function as described in the associated documentation, but please note that the Service Components are a preview and that Microsoft does not provide warranties or a service level agreement for the Service Components. This Agreement limits our liability in sections 12 and 16. Please read them carefully.

Section 3 - License

Subject to the terms and conditions of this Agreement (and only if Microsoft has granted you access to the applicable Service Component), Microsoft grants you a limited, non-exclusive, nontransferable, non-sublicensable, worldwide license to:

1.    develop and support Bots designed to interface with the Service to enable End Users to interact with your bot vis-à-vis Microsoft Bot Framework;

2.    allow End Users to use features of your Application that use the Service, if the Application is accompanied by terms of use, a sample of which is referenced in Section 7 and presented in Exhibit A, and a privacy statement for End Users of the Application that complies with this Agreement, in both cases where the Application is offered for use outside of your organization; and

3.    use the other Service Components solely in support of you exercising your rights in this Agreement.

Microsoft may provide you with the means for obtaining unique access credentials to access the Service, solely for the purposes stated in this Agreement. You are solely responsible for: (a) keeping your access credentials confidential; (b) any and all activities that occur under your access credentials; and (c) any and all use of the Service keys Microsoft provides to you. You must promptly notify Microsoft of any unauthorized use of your access credentials, your Service keys, or any other breach of security. Microsoft will not be liable for any loss that you incur if someone else uses your access credentials or Service keys, either with or without your knowledge. However, you could be held liable for losses incurred by Microsoft or another party if someone else uses your access credentials or Service keys.

Additional copyright notices and license terms applicable to portions of the Service Components may be set forth in the Third Party Notices in or with the Service Components. In addition to any terms and conditions of any third party license identified in the Third Party Notices file, the disclaimer of warranty and limitation on and exclusion of remedies and damages provisions of this agreement shall apply to all the Service Components.

Section 4 - Use Restrictions

When using the Service Components, you must comply with the terms of this Agreement, the terms of any third-party services, the documentation forming part of the Service Components (including any call volume limitations) and all applicable laws. You must also obey any policies, codes of conduct, and notices Microsoft provides. The Service Components may not be available in all countries. You, and any third party working on your behalf, may not:

1. Distribute, sell, resell, loan, rent, lease, sublicense, redistribute, assign or otherwise share or dispose your access credentials or Service keys, or any part thereof, to any third party including to any affiliate;

2. Syndicate, distribute, publish, facilitate, enable, or allow access or linking to the Service in any manner except directly to End Users through the Application;

3. Modify, reverse engineer or otherwise alter the Service Components (except to the extent this is authorized by applicable law notwithstanding this limitation):

4. Use, retain, store, cache, share, or distribute any data from the Service Components for the purpose of testing, developing, training, distributing or making available any non-Microsoft service or feature that is comparable to the Service Components;

5. Use the Service Components in any way prohibited by law, regulation, governmental order or decree;

6. Misrepresent your identity or interfere with any other party's use and enjoyment of the Service Components or any third-party services;

7. Damage, disable, overburden, abuse, degrade, or impair the Service Components (or any network connected to the Service) or any third-party services;

8. Use or attempt to use any unauthorized means to modify, reroute, or gain access to the Service Components or any third-party services;

9. Use the Service Components to defame, slander, abuse, harass, stalk, threaten, advocate discrimination, hatred, or violence based on considerations of race, ethnicity, national origin, language, gender, age, disability, religion, sexual orientation, status as a veteran, or membership in any other social group, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;  

10. Engage in activity that is false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Service Components to increase play count, or affect rankings, ratings, or comments);

11. Engage in activity that harmful to you, others, or the Service Components (e.g., transmitting viruses, communicating hate speech, or advocating violence against others);

12. Infringe upon the rights of others (e.g., unauthorized sharing, resale, or distribution of copyrighted music or other copyrighted material);

13. Send advertising or spam (including unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), or instant messages);

14. Publicly display or use the Service Components to share inappropriate content or material that a reasonable person would consider to be obscene;

15. Engage in any activity that exploits, harms, or threatens to harm children;

16. Use the Service Components in any Application or situation where failure of the Service Components could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; and

17. Remove, modify, or tamper with any notice or link that is incorporated into the Service Components.

18. Use the Service Components in any Application that promotes or constitutes spyware, malware, adware or other malicious programs.

19. Use the Service Components in any Application that invades anyone's privacy, including by attempting to discover, harvest, collect, store, or publish personal information without their knowledge and consent.

20. Use any logo, trademark or service mark of Microsoft or imply any sponsorship or endorsement by Microsoft, unless expressly authorized by Microsoft.

21. Cause Microsoft (or its affiliates) or its or their users to violate the Microsoft Services Agreement or Microsoft Privacy Statement.

22. Use the Service Components to encourage or promote illegal or dangerous activity, facilitate or glamorize excessive or irresponsible use of alcohol or tobacco products, drugs, extreme or gratuitous violence, human rights violations, or the creation or illegal use of weapons against a person or animal in the real world.

23. Use the Service Components to display or transmit content that a reasonable person would consider pornographic or sexually explicit.

24. Use the Service Components to facilitate excessive or gratuitous profanity.

25. Use the Service Components to transmit financial instrument details through the Application/End User interface.

26. Use the Service Components to transmit content that is offensive in any country/region to which your Application is targeted. Content may be considered offensive in certain countries/regions because of local laws or cultural norms.

27. Use the Service Components, if You are a ‘covered entity’ or ‘business associate’ as defined under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), to develop Applications that create, receive, maintain, transmit, use, or disclose information that (i) relates to a patient’s condition, treatment or payment for treatment; (ii) identifies individuals as or communicates with patients, health plan members or beneficiaries; or (iii) is otherwise ‘protected health information’ under HIPAA; or perform any activity governed by HIPAA. Microsoft does not intend use of the Service Components to create obligations under and makes no representations that the Service Components satisfy HIPAA requirements. Microsoft is not and does not intend to be a business associate under HIPAA in providing the Service Components to you.

If Microsoft believes that you are making unauthorized or improper use of any Service Components, Microsoft may take such action as it deems appropriate without notice to you. These actions may include investigating your use of the Service, and blocking and reducing access to the Service from a particular access credential, internet domain, or IP address or by any means, at Microsoft’s discretion. You must not take steps to circumvent any technical measures Microsoft may put in place to enforce these actions. Microsoft may at all times: (a) disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process or governmental request; or (b) edit or remove any information or materials, in whole or in part.

Microsoft may require you to obtain and use the most recent versions of Service Components. Modifications may affect your ability to use the Service Components and may require you to change (at your sole cost) the way you previously used them. If any modification is unacceptable to you, your only recourse is to stop using the Service Components. Your continued use of the Service Components following any posted update or change to the Service Components will constitute your binding acceptance to the update or change. Microsoft will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such modification.

Section 5 – Your Duty to Obtain Consent

You will provide End Users with access to your privacy policy through your Application (unless the Application is not offered for use outside of your organization and a privacy policy is not required. Such privacy policy, must comply with all applicable laws and regulations, and at a minimum, must disclose to End Users that the Data collected by the Application will be sent to you and you may share Data with third parties nationally or in another country or region; and describe the controls that End Users have over the use and sharing of the Data and how they may access their information. You will promptly notify Microsoft and End Users (and where legally required, obtain consent to) of any material changes to your Application, the Data that it collects or processes or your privacy policy or terms of service.

You will comply with your privacy policy and all applicable legal requirements regarding privacy, the collection, use and transfer of biometric data, the use of data for discriminatory purposes, the collection of information from children, and laws regarding the collection or retention of communications, including any applicable laws and regulations requiring consent for collection of voice input, likenesses, and biometric information. You control access by End Users, and you are responsible for their use of the Service Components in accordance with this Agreement.

If your Application is directed to children under the age of 14, or you knowingly collect information from children under the age of 14, you will comply with all applicable laws regarding children's privacy, including but not limited to the Children's Online Privacy Protection Act (COPPA).

When End User Data is sent to Microsoft, Microsoft may receive unique IDs to distinguish requests and responses. These IDs do not provide any information that allows Microsoft to personally identify End Users.

You will take all appropriate technical and organizational security measures to protect End User Data from unauthorized use or access.

You will not use personal communications for the purposes of selling or targeting advertising or expose End User Data to other users or to third parties without prior explicit consent of that user.

If your Application includes human interaction (e.g. customer service or support) with End Users, you must provide notice to your Application’s End Users prior to their first interaction with your Application.

Microsoft Bot Framework does not currently support payments within Applications. Your Application may not transmit financial instrument details through the End User/Application interface. However, your Application may may (subject to any Channel or third party platform restrictions) transmit links to secure payment services but you must disclose this in your Application’s terms of use and privacy policy (and any profile page or website for the Application) before the End User agrees to use your Application.

Section 6 - Data Provided to Microsoft; Publication; and Feedback

You are solely responsible for the content of the Data. You grant to Microsoft and will secure and maintain all rights in the Data necessary for us to: (i) operate in accordance with this Agreement; (ii) provide the Service Components; (iii) protect data subjects; and (iv) improve the Service Components and other Microsoft products and services, without violating the rights of any third party or otherwise obligating Microsoft to you or to any third party. Microsoft does not and will not assume any obligations with respect to the Data or to your use of the Service Components other than as expressly set forth in this Agreement or as required by applicable law. Microsoft does not control, verify, or endorse the Data. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use of the Data doesn't violate any law. We won't pay you for your Data. We may refuse to publish or remove your Data and/or Application from any Microsoft service, including any applicable directories, for any or no reason. Notwithstanding the foregoing, you agree to notify us if you hide your Application from availability in our directories or disable an Application listed in our directories. Within a reasonable period of time from receipt of your notification,  Microsoft will delete your Application from the directories and cease marketing your Application.

If your Application is published on a Skype or Microsoft communication channel that allows the Application to connect with an End User (“Channel”) or directory (“Directory”) (as applicable) you grant Microsoft, its affiliates and their respective agents, contractors and licensees (together the “Microsoft Parties” and each a “Microsoft Party”), the right to (i) use, reproduce, display, publicly perform and publish your Application or portion(s) of your Application and its names, trademarks, logos(s), icons, avatar, artwork, product description, images, screenshots, developer name or company name and any other metadata that you provide to Microsoft or its affiliates in connection with the publication of your Application (“Application Assets”) on such Channels or Directories; (ii) modify your Application Assets solely to correct obvious spelling, grammatical or typographical errors and; (iii) advertise or promote your Application that is published on a Channel or Directory by using the Application Assets in any and all media worldwide for the duration of this Agreement, including without limitation in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, in connection with the Application, or the Service. To the extent that any individual is depicted and/or referenced in the Application or the Application Assets, you grant the Microsoft Parties the right to use such individual’s appearance, form, name and likeness as contained in the Application or Application Assets solely for the purposes mentioned in this paragraph. Nothing in this Agreement will preclude the Microsoft Parties from using your Application as permitted by law without a license.

You warrant, represent and undertake that: (i) you are the owner of the Application and the Application Assets or, if you are not the owner, that you have all necessary permissions from the owner(s) and any applicable third parties to grant the rights granted in this Agreement; (ii) your Application and the Application Assets, and exercise of the rights granted to the Microsoft Parties herein, must do not and shall not infringe or misappropriate any intellectual property rights, or personal rights, or any other legal rights of any third party; (iii) no additional permissions or approvals from any third parties are necessary for the Microsoft Parties to exercise the rights granted herein; and (iv) Your Application is compliant with the laws of each territory or country in which the Application is available, including without limitation: (a) data protection, privacy and other laws and regulations relating to collection and use of personal information by your Application; (b) telecommunications laws; (c) consumer protection and marketing laws; and (d) the rules and regulations of the U.S. Federal Trade Commission and the U.S. Food and Drug Administration. You expressly waive any moral rights (or similar rights) you may have in respect of the Application and the Application Assets and you confirm that, if you are not the owner of the Application or Application Assets, that you have obtained a waiver of all moral rights (or similar rights) in respect of the Microsoft Parties’ use of the Application and Application Assets as permitted herein.

You are, and will continue to be, at your sole cost and expense, responsible for securing, reporting, and maintaining all necessary rights, clearances and consents and paying all licensing fees (including but not limited to applicable public performance license fees to music publishers, publicity, image and/or performance rights and other sums, costs, and/or considerations associated with providing music or video (and all content embodied therein) in and through your Application, Application Assets), and for undertaking all associated reporting obligations related thereto.

If you give feedback about the Service Components 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 acknowledge and agree that Microsoft may develop software, products or services that compete with your Application. 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 copyleft license or a license that requires Microsoft to license its software or documentation on particular terms as a consequence of Microsoft using or distributing software or documentation that includes your feedback.

Section 7 – Sample Terms of Use for Your Application

A sample terms of use for your Bot (“Sample Terms for Bots”) is included as Exhibit A to this Agreement. These Sample Terms for Bots are for your convenience to use with your Bot if you do not already have your own terms of use. These Sample Terms for Bots are used at your own risk and come with important conditions, which you should understand before you decide to use them. Only use the Sample Terms for Bots if you understand and agree with the following conditions:

  1. These Sample Terms for Bots do not purport to accurately describe the relationship you want to have with End Users or the manner in which they will interact with your Bot. You should edit or revise these Sample Terms for Bots if needed.

  2. These Sample Terms for Bots are not localized to every jurisdiction in which your Bot might be available. You are responsible for ensuring that your Bot complies with local laws, including that any terms you use for your Bot comply with local laws.

  3. Microsoft makes no representations, guarantees, or warranties about the Sample Terms for Bots. For example, Microsoft does not guarantee that the Sample Terms for Bots are legally enforceable or comply with local laws. Microsoft also does not guarantee the Sample Terms for Bots anticipate every legal scenario.

  4. Your use of these the Sample Terms for Bots is your agreement that Microsoft is not liable for any and all liability, claims, damages, or losses which may be sustained in connection with use of the Sample Terms for Bots (such as a court concluding that they are unenforceable or a regulator deciding that they are illegal under local law).

Section 8 - Privacy

You agree to the Privacy & Cookies statement found at:

https://go.microsoft.com/fwlink/?LinkId=521839. For clarification, the Service and Service Components described herein are not “Enterprise Products,” as referenced in the Microsoft Privacy Statement.

Section 9 - Modifications

Microsoft may change Service Components or remove Service Components at any time and for any reason.

Section 10 - Reservation of Rights

Microsoft retains all rights, title, and interest in and to the Service Components. This includes all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. Microsoft reserves all rights not expressly granted.

Section 11 - Term

This Agreement starts on the date you accept it. It continues until this Agreement is terminated, or your access to the Service Components is terminated, whichever occurs first.

We may terminate this Agreement, or your access to the Service Components, at any time and for any reason on 10 days’ advance notice. We may suspend your access to the Service Components at any time and for any reason immediately on notice. You may terminate this Agreement at any time by ceasing to access or use the Service Components. Upon termination or suspension, your right to use the Service Components stops immediately.

Either party may also terminate this Agreement for cause on 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. The following sections will survive any termination or expiration of the Agreement: 4-19 and 21-25.

Section 12 - No Warranty

Microsoft provides the Service Components "as is," "with all faults," and "as available".

Microsoft does not guarantee the suitability, reliability, availability, accuracy or timeliness of the Service Components or their output.

Microsoft does not guarantee that availability of the Service Components will be uninterrupted, secure, error-free or that data loss will not occur.

You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime will occur. You acknowledge that Microsoft may provide the Service Components from another country or region, and that Microsoft does not guarantee availability in any specific country or region.

Microsoft gives no express warranties, guarantees, or conditions. Microsoft disclaims all warranties with regard to the Service Components. This includes any implied warranties (e.g., those of merchantability, fitness for a particular purpose, workmanlike effort, title, and non-infringement).

You may have additional consumer rights under your local laws that this Agreement cannot change.

Section 13 - Copyright and Trademarks

All Service Components (except user-generated content), are Copyright © 2016 Microsoft. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or materials provided as part of the Service Components. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the Service Components.

Information on Microsoft trademarks is available at http://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx. This Agreement does not grant or imply any rights to any Microsoft or supplier trademark, trade name or logo. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Section 14 - Copyright Claim Notice and Procedure

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service Component provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. For details and contact information see Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtinfrg.htm.

Section 15 - Claims Must Be Filed Within One Year

To the extent permitted by law, any claim related to this Agreement or the Service Components must be brought within one year. The one-year period begins on the date when the claim first accrues. Any claim that is not filed within that time is permanently barred. This section applies to you and your successors. It also applies to us and our successors and assigns.

Section 16 - Limitation of Liability

YOU CAN RECOVER FROM MICROSOFT, OUR SUPPLIERS, LICENSORS, AND AFFILIATES (“COVERED PARTIES”) FOR ALL SUCCESSFUL CLAIMS ONLY DIRECT DAMAGES UP TO U.S. $500. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES AND LOST PROFITS. THIS LIMITATION APPLIES TO ANYTHING RELATED TO THIS AGREEMENT, FOR EXAMPLE:

-       THE SERVICE COMPONENTS;

-       LOSS OF DATA;

-       YOUR CONTENT, THIRD PARTY CONTENT (INCLUDING CODE), THIRD PARTY SERVICES, THIRD PARTY PROGRAMS, OR THIRD PARTY CONDUCT;

-       VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE COMPONENTS;

-       INCOMPATIBILITY BETWEEN THE SERVICE COMPONENTS AND OTHER SERVICES, SOFTWARE, HARDWARE OR APPLICATIONS;

-       DELAYS OR FAILURES YOU MAY HAVE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE COMPONENTS IN AN ACCURATE OR TIMELY MANNER; AND

-       CLAIMS FOR BREACH OF CONTRACT; BREACH OF WARRANTY, GUARANTEE, OR CONDITION; MISREPRESENTATION; STRICT LIABILITY; NEGLIGENCE; OR OTHER TORT.

IT ALSO APPLIES EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, FAILS OF ITS ESSENTIAL PURPOSE OR A COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

THIS AGREEMENT DOES NOT EXCLUDE OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM A COVERED PARTY’S NEGLIGENCE, FRAUD, OR ITS GROSS NEGLIGENCE OR WILLFUL INTENT. SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE, OR COUNTRY DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.

Section 17 - Your Responsibility

You will indemnify and hold each of the Covered Parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this Agreement, suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of any breach or alleged breach by you of this contract, or any part of it, or that otherwise relates to your Applications, Application Assets or your use of Service Components. You will be solely responsible for defending any claim, subject to the relevant Covered Party’s right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on a Covered Party without the relevant Covered Party’s prior written consent.

Section 18 - Notices

Microsoft may send you, in electronic form, information about the Service Components, additional information, and information the law requires Microsoft to provide. Microsoft may provide required information to you by email at the address you specified or used when you signed up for the Service Components. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service Components.

Section 19 - Support

Microsoft may (in its sole discretion) offer support at:

https://social.msdn.microsoft.com/Forums/en-us/home

Section 20 - Export

The Service Components are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Service Components. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.

Section 21 - No Additional Obligations

Nothing contained in this Agreement is deemed to grant you or Microsoft, directly or by implication, estoppel, or otherwise, any license other than any specific grant mentioned in this Agreement. Microsoft has no obligation to update or make available any further versions of the Service Components.

Section 22 - Interpretation

All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that you or Microsoft cannot enforce a part of this Agreement as written. If this happens, then you and Microsoft will replace that part with terms that most closely match the intent of the part that Microsoft cannot enforce. The rest of this Agreement will not change. This is the entire Agreement between you and Microsoft regarding your use of the Service Components. It supersedes any prior contract or oral or written statements regarding your use of the Service Components and any prior version of the Agreement. The section titles in the Agreement do not limit the other terms of this Agreement.

Section 23 - Assignment

Microsoft may assign, transfer, sell, rent, lend or otherwise dispose our rights and obligations under this Agreement. Microsoft may do this in whole or part, at any time without notice to you. You may not temporarily or permanently assign any part of this Agreement or any rights to use the Service Components to any other party. Any attempt to do so is void.

Section 24 – Sample Code and Sample Data

Microsoft may make sample code available in connection with the Service Components for the purposes of illustrating how to use the Service Components (“Sample Code”). If no separate license terms are provided with the Sample Code, Microsoft grants you a nonexclusive, perpetual, royalty-free right to use and modify any Sample Code and to reproduce and distribute the object code form of the Sample Code, provided that you agree: (i) to not use Microsoft’s name, logo, or trademarks to market your software product in which the Sample Code is embedded; (ii) to include a valid copyright notice on your software product in which the Sample Code is embedded; and (iii) to indemnify, hold harmless, and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of the Sample Code.

Microsoft may make sample data such as images available in connection with the Service Components for the purposes of illustrating the operation of the Service Components (“Sample Data”). If no separate license terms are provided with the Sample Data, Microsoft grants you a personal, nonexclusive, revocable, royalty-free right to use any Sample Data solely within your organization to test the operation of the Service Components, provided that you agree to indemnify, hold harmless, and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of the Sample Data. Except as expressly provided in this section or license terms provided with the Sample Data, you have no license to modify or distribute the Sample Data.

Section 25 - Governing Law

Contracting party, choice of law, and location for resolving disputes.

(a) If you live in or your business is headquartered in North or South America, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country to which Microsoft directs your Service Components. You and Microsoft irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this Agreement.

(b) If you live in or your business is headquartered in Europe, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. All claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Luxembourg or of the country in which you reside. With respect to jurisdiction, you may choose the responsible court in Luxembourg or in the country in which you reside for all disputes arising out of or relating to this Agreement.

(c) If you live in or your business is headquartered in the Middle East or Africa, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg, and the laws of Luxembourg govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country to which Microsoft directs your Service Components. You and Microsoft irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes arising out of or relating to this Agreement.

(d) Unless your country is specifically called out below, if you live in or your business is headquartered in Asia or the South Pacific, you are contracting with Microsoft Regional Sales Corp., a corporation organized under the laws of the State of Nevada, USA, with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark, Singapore, 119968, and Washington State law govern this Agreement. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.

(e) If you live in or your business is headquartered in Japan, you are contracting with Microsoft Japan Co., Ltd (MSKK), Shinagawa Grand Central Tower, 2-16-3 Konan Minato-ku, Tokyo 108-0075. The laws of Japan govern this Agreement and any matters arising out of or relating to it. You and Microsoft irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes arising out of or relating to this Agreement.

(f) If you live in or your business is headquartered in China, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs this Agreement, regardless of conflict of laws principles. You and Microsoft irrevocably consent to the nonexclusive jurisdiction of the state or federal courts in King County, Washington.

(g) If you live in or your business is headquartered in Korea, you are contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daechi-Dong, Kangnam-Gu, Seoul, 135-777, Korea, and the laws of the Republic of Korea govern this Agreement. You and Microsoft irrevocably agree to exclusive original jurisdiction and venue of the Seoul District Court for all disputes arising out of or relating to this Agreement.

(h) If you live in or your business is headquartered in Taiwan, you are contracting with Microsoft Taiwan Corp., 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110, and the laws of Taiwan govern this Agreement. You and Microsoft irrevocably designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement.

EXHIBIT A

SAMPLE TERMS FOR BOTS

These terms are an agreement between you and the bot publisher for the use of the bot publisher’s bot on the platform. Please read them. They apply to your use of the bot, including any updates to the bot, unless the bot publisher provides you with separate terms, in which case those terms apply. The bot publisher means the entity making the bot available to you, [as identified in the Bot Profile].

IF YOU DO NOT ACCEPT THESE TERMS, YOU HAVE NO RIGHT TO AND MUST NOT USE THE BOT.

By accepting these terms, you represent that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age. If you are under 18 or have not reached such age of majority, your parent or legal guardian must accept these terms on your behalf.

If you comply with these terms, you have the rights below.

  1. USE: You may use the bot for the sole purpose of interacting with the service provided by the bot publisher on the platform. The bot publisher reserves all other rights.

  2. RESTRICTIONS: You may not:

    1. Work around any technical limitations of the bot;

    2. Modify, reverse engineer or otherwise alter the bot (except to the extent this is authorized by applicable law notwithstanding this limitation);

    3. Use the bot in any way prohibited by law, regulation, governmental order or decree;

    4. Use the bot to:

      1. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

      2. engage in activity that is false or misleading or that is harmful to you, others (including children), or the bot (e.g., transmitting viruses, communicating hate speech, or advocating violence against others);

      3. share inappropriate content, advertising, spam, spyware or malware;

      4. gain (or attempt to gain) unauthorized access to any service, data, account or network by any means.

    5. Infringe upon the rights of others;

    6. Use the bot anywhere other than the platform where the bot publisher has made it available, unless the bot publisher has enabled such uses;

    7. Remove, modify, or tamper with any notice or link that is incorporated into the bot.

  3. TERMINATION: If bot publisher believes that you are making unauthorized use of the bot or that you are in violation of these terms, it may suspend or terminate your access to bot publisher’s service with or without notice. This may result in a loss of your data.

  4. YOUR CONTENT: You grant to bot publisher the right to use any content that you submit via the bot as necessary for bot publisher to provide the service to you.

  5. TECHNOLOGY AND EXPORT RESTRICTIONS. The bot may be subject to United States or international technology control or export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the technology used or supported by the bot.

  6. SUPPORT SERVICES. Contact the bot publisher to determine if any support services are available.

  7. CHANGES TO TERMS. Bot publisher may update these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes, as they are binding on you.

  8. ENTIRE AGREEMENT. This agreement and any applicable privacy policy are the entire agreement between you and the bot publisher.

  9. APPLICABLE LAW.

    1. United States and Canada. If you acquired the bot in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.

    2. Outside the United States and Canada. If you acquired the bot in any other country, the laws of that country apply.

  10. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. This agreement doesn’t change your rights under the laws of your state or country if the laws of your state or country don’t permit it to do so.

  11. DISCLAIMER OF WARRANTY. The bot and the service accessed via the bot are provided “as is” “with all faults” and “as available”. You bear the risk as to its quality and performance. The bot publisher gives no express warranties, guarantees, or conditions in relation to the bot. To the extent permitted under your local laws, Bot publisher excludes any implied warranties or conditions, including those of merchantability, fitness for a particular purpose and non-infringement.

  12. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. To the extent not prohibited by law, if you have any basis for recovering damages, you can recover from the bot publisher only direct damages up to the amount you paid for the bot or USD$1.00, whichever is greater. You will not, and waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect or incidental damages from the bot publisher. If your local laws impose a warranty, guarantee or condition even though these terms do not, its duration is limited to 90 days from when you begin using the bot.

    1. This limitation applies to:

      1. Anything related to the bot or services made available through the bot; and

      2. Claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; violation of a statute or regulation; unjust enrichment; or under any other theory; all to the extent permitted by applicable law.

    2. This limitation applies even if:

      1. This remedy doesn’t fully compensate you for any losses; or

      2. The bot publisher knew or should have known about the possibility of the damages.