Microsoft Corporation - Microsoft Office Consumer NDA Preview - Participation Agreement
Microsoft Office Consumer NDA Preview Participation Agreement
Thank you for volunteering to participate in a Microsoft Corporation (“Microsoft”) Microsoft Office Consumer NDA Preview Program. This is a legal agreement between Microsoft and you. By electronically signing below, you agree to these terms (the “Agreement”). If you are signing on behalf of an organization, your signature below confirms you are authorized to do that, and then “you” in the text below means that organization.
1. Evaluation Program Overview. You will be provided with pre-release services or software to test and provide feedback to Microsoft on your experiences. You may also be asked to participate in one or more research sessions, so Microsoft can learn about your interaction with Microsoft’s technology, products, or services. If Microsoft asks, you agree to immediately return all materials that Microsoft provides to you for the Microsoft Office Consumer NDA Preview (including any software and hardware) to Microsoft. But, Microsoft may agree to have you destroy materials other than hardware, instead of returning them.
You may be required to have a Microsoft Account to participate in the Pre-Release Evaluation Program.
In some cases, Microsoft may provide you with hardware to use with the pre-release services or software during the Microsoft Office Consumer NDA Preview. If any hardware is provided, it is subject to the same terms below as apply to software. You will need to remove all personal files and data from the hardware before returning it to Microsoft. Microsoft is not responsible for any loss of your personal files and data on such hardware.
2. License Grant. Microsoft grants you a limited, personal, non-exclusive, nontransferable, terminable, royalty-free license to use the pre-release services and software to evaluate them and to provide feedback to Microsoft, all solely as needed to assist Microsoft in planning and designing our related products, services and technologies. You agree not to rent, lease, sell, sublicense, assign, duplicate, or otherwise transfer any portion of the pre-release services or software, and this Agreement gives you no right to do those things. You may not reverse engineer, decompile or disassemble any portion of the pre-release services or software, except to the extent this limitation is expressly prohibited by applicable law. All other rights are retained by Microsoft.
3. Confidential Information. The Microsoft Office Consumer NDA Preview Program will involve the disclosure of confidential information to you. You have obligations not to disclose that confidential information.
a. What is "confidential information." "Confidential information" is non-public Microsoft information, know-how and trade secrets in any form that:
Is designated as “confidential”; or
A reasonable person knows or reasonably should know to be confidential. This includes the existence of the Microsoft Office Consumer NDA Preview program, your participation in the program, and all the pre-release services, software, or other Microsoft technology provided in conjunction with the program.
b. What is not considered “confidential information.” The following types of information, however marked, are not confidential information. Information that:
c. Your treatment of confidential information. For a period of five years after Microsoft’s initial disclosure, you agree:
4. Feedback and Materials. "Feedback” is any suggestions, comments, ideas, know-how, or other feedback, in any form, that you provide to Microsoft about Microsoft’s services, software, or other products (including Future Offerings). Microsoft may use any Feedback you provide for any purpose without obligation of any kind, except that Microsoft will not disclose the source of the Feedback without your consent. Also, we may record your research session(s) by any means and in any format and media (“Materials”). Microsoft will own the Materials, subject to any underlying intellectual property rights you may have in the Materials’ content.
5. Collection of Data. You grant Microsoft permission to collect data regarding your usage of the pre-release services and software. Such data may include, without limitation, personally identifiable data, system and usage data, account data, user content, and metadata. Microsoft may use this data to provide the pre-release service and software and to improve Microsoft products and services. Your name and other personal information may be associated with your use of the pre-release services and software. Microsoft will retain your name and personally identifiable data for no longer than 2 years after collection. You are solely responsible for saving any data that you provide in connection with the services and software. You understand and agree that Microsoft may, without liability to you, wipe the services and software (and any data associated with it) at the end of the pre-release period.
6. Events. As part of the program, Microsoft may request that you participate in certain Microsoft events from time to time. In order to participate in these Microsoft events, you agree to adhere to the following:
7. General rights and obligations.
a. Limitation of Liability. NEITHER OF US WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY SUPPORT OR OTHER SERVICES PROVIDED UNDER THE PRE-RELEASE EVALUATION PROGRAM. THE SOLE REMEDY THAT EACH OF US HAS FOR ANY BREACH IS TO TERMINATE THIS AGREEMENT (EXCEPT AS STATED IN SECTION 7(e)). THESE TERMS APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM. THIS SECTION 7(a) IS ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW. BUT, THIS SECTION 7(a) WILL NOT APPLY TO BREACHES OF ANY OF ITS CONFIDENTIALITY PROVISIONS.
b. Disclaimer of Warranties: THE SERVICES, SOFTWARE, HARDWARE AND TECHNOLOGY THAT MICROSOFT PROVIDES TO YOU ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND MICROSOFT DISCLAIMS ALL SUCH WARRANTIES. THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT. THE ENTIRE RISK OF USING THE SERVICES, SOFTWARE, HARDWARE AND TECHNOLOGY IS ASSUMED BY YOU.
c. Term and Termination. This Agreement will be effective for one year from the date that you sign it and will then automatically renew for another period of one year. But, your continued participation in the Pre-Release Evaluation Program is always voluntary for both you and Microsoft. At any time, either of us may elect to terminate this Agreement, and thus your participation in the Pre-Release Evaluation Program, by giving the other notice. Upon termination, your rights with respect to the pre-release services and software will end. At that time, you will return or destroy all copies of confidential information. All rights that you grant to Microsoft under this Agreement, and all sections of this Agreement relating to the rights and obligations of the parties concerning confidential information, limitations of liability, and disclaimer of warranties, will survive termination.
d. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this Agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
e. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of the confidentiality obligations. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement.
f. Transfers and assignment of this Agreement. You may not transfer or assign this Agreement without Microsoft’s express written approval, including by operation of law (e.g., through a merger) or by a change in control.
g. Enforceability. If any provision of this Agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this Agreement will remain in place.
h. Entire Agreement: This Agreement is the entire Agreement for your participation in the Evaluation Program. It can be modified only by a written amendment executed by both you and Microsoft. Your use of any software is also subject to any license agreement that accompanies the software.