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Live SDK - Terms of Use

THANK YOU FOR CHOOSING MICROSOFT

1. What the Terms of Use Covers. This agreement (the “Agreement”) governs your use of the (i) OneDrive Service APIs; (ii) Outlook.com Service APIs; (iii) Skype Service APIs; (iv) Microsoft Account Service APIs (the foregoing are collectively referred to as the "APIs"); and (v) Live SDK -- binaries and source code you can download to help your application work with a collection of Microsoft Services (defined below (collectively, "the Live SDK and APIs") and is a contract between you and Microsoft Corporation (“Microsoft”, “we”, or “us”). Your use of any of the Live SDK and APIs is governed by this Agreement. You acknowledge that Microsoft has a Microsoft Services Agreement and Microsoft Online Privacy Statement with its customers for OneDrive, Outlook.com, Skype, and Microsoft account (the “Microsoft Services”), and agree that your use of any of the Live SDK and APIs will not contravene Microsoft’s obligations under the Microsoft Services Agreement and Microsoft Online Privacy Statement. Please note that we do not provide warranties for the Live SDK and APIs. This Agreement also limits our liability. These terms are in Sections 10 and 11 and we ask you to read them carefully.

These terms may be updated from time to time and, if we do so, we’ll notify you before the change takes effect. If you don’t agree to the change, you must cancel and stop using the service before the change becomes effective. Otherwise, the new terms will apply to you.

By using or accessing the Live SDK and APIs, you represent and warrant to us that you have the authority to accept this Agreement, and you also agree to be bound by its terms.

2. License to use the APIs. Subject to your compliance with this Agreement, Microsoft grants you and your Affiliates (Affiliates means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means more than 50% ownership or the right to direct the management of the entity.) a non-exclusive, non-transferable, royalty-free, revocable, limited license to install, use and make calls to the APIs to develop and/or host an application that is designed to access and use the Microsoft Services (an "Authorized Application").

An "Authorized Application" for purposes of this Agreement is an application, such as (a) a web or client-based application, in object code form, or (b) those portions of your gateway server (“server interfaces”), that are designed to provide access to the Microsoft Services, and that (i) you make available for download (e.g., via your website or an application store), (ii) you make accessible through your service, or (iii) you pre-install and embed on your device(s).

3. The Live SDK and API Usage Guidelines. In using the Live SDK and APIs and developing and/or hosting Authorized Applications, you will comply with documentation, applicable to you, and provided to you by Microsoft through the developer center.

4. Limitations and Conditions of the Services. Microsoft provides the Live SDK and APIs for the benefit of itself and its customers. We may use technology or other means of enforcement if, in our sole and absolute discretion, you or your Authorized Application violate any of the terms of this Agreement or pose a threat to us, our services, or our customers. This may include, for example, filtering to stop spam or restricting (or “throttling”) the functionality of the Microsoft Services, the Live SDK or APIs. In such event, we will provide you with reasonable notice regarding such intended action and will give you a reasonable opportunity to resolve the issue which has given rise to the intended action.

You will permit us reasonable access to your Authorized Application for purposes of monitoring compliance with this Agreement and the Live SDK License Agreement. If an Authorized Application can only be accessed through accounts that are not generally made available to the public, on request, you will provide us with at least one free account in order to facilitate our ability to access the Authorized Application.

You will notify the end user if your Authorized Application requires the installation of any Microsoft application that has not yet been installed on that end user’s computer, and you will not in any way interfere with any verification system used by Microsoft to confirm that such end users have consented to the installation of those Microsoft applications. You will ensure that your policies, guidelines, codes, and similar documents for the Authorized Applications do not conflict with any of your responsibilities under this Agreement.

5. Your Content. Except for material that we license to you, we don’t claim ownership of the content you provide on the service and/or your Authorized Application. We also don’t control, verify, or endorse the content that you and others make available.

You understand that Microsoft may need, and you hereby grant Microsoft the right, to use, modify, adapt, reproduce, distribute, and display content made available through the Live SDK and APIs solely to the extent necessary to provide the Live SDK, APIs, or Microsoft Services. No license or conveyance under any trade secret, copyright, or other law is granted by you to Microsoft under this Agreement.

Please respect the rights of artists, inventors and creators. Content such as music, photos, and video may be protected by copyright. People appearing in content may have a right to control the use of their image. If you share content on the Microsoft Services in a way that infringes others’ copyrights, other intellectual property rights, or privacy rights, you are in breach this Agreement. 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 content doesn’t violate any law. We won’t pay you for your content. We may refuse to publish or remove your content for any or no reason.

6. Privacy.

a. Your Information. See the Microsoft Privacy Statement for disclosures relating to the collection and use of your information.
b. End User Information. Where an Authorized Application seeks permission from an end user to access, collect, or transmit any user’s personal information from Microsoft Services, you must maintain a privacy policy. You are responsible for informing end users of your privacy policy. Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform end users of the information collected by you and how that information is used, stored, secured and disclosed, and (iii) describe the controls that end users have over the use and sharing of their information, and how they may access their information. You must also provide access to your privacy policy in the Authorized Application. Unauthorized use of end users’ personal information or email addresses will be subject to immediate revocation of your Client ID.

The Authorized Application must also provide a link to https://account.live.com/consent/Manage, or such other location as we may specify from time to time, with a clear indication that end users can go to that Microsoft site to revoke such permission at any time. If end users must take additional steps to disable the Authorized Application's access to end user information, then the Authorized Application must clearly indicate to end users the additional steps required to disable access. These requirements do not apply where Microsoft provides the end user interface.

7. Indemnification. You will indemnify and hold the Microsoft 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 (i) any breach by you of any obligation, representation or warranty under (ii) this agreement, and (iii) if you have or do become a licensee under the Live SDK License Agreement, or (iv) alleged infringement or violation of any third party's rights by any materials or content made available to us by you in connection with the Live SDK, through the use of the APIs or that we may access through use of your APIs. You will be solely responsible for defending any claim, subject to Microsoft's right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on Microsoft without Microsoft's prior written consent.

8. Reservation of Rights. Except for the rights expressly granted under this Agreement or the Live SDK License Agreement, Microsoft and its suppliers retain all right, title and interest in and to the Live SDK, the APIs, Microsoft Services, and all intellectual property rights therein.

Except as set forth in this Agreement, the Live SDK License Agreement and the Branding Guidelines, this Agreement does not grant you any rights in any Microsoft logo, trademark or service mark, and you will not use any logo, trademark or service mark of Microsoft for any purpose without the prior written approval of Microsoft.

9. Term. This Agreement will become effective on your first use of the Live SDK or APIs. You or Microsoft may terminate this Agreement immediately for any reason or no reason without notice. If this Agreement terminates, all rights granted to you by this Agreement will automatically terminate.

10. NO WARRANTIES. MICROSOFT, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE LIVE SDK, APIS, AND THE SERVICES. YOU UNDERSTAND THAT USE OF THE LIVE SDK, APIS, AND THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE LIVE SDK, APIS, AND THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” MICROSOFT DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE.

YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DON'T GUARANTEE THE LIVE SDK, APIS, AND THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR.

YOU MAY BE ABLE TO ACCESS THIRD-PARTY WEBSITES OR SERVICES VIA THE LIVE SDK AND APIS; YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR SUCH WEBSITES OR SERVICES OR CONTENT THAT MAY BE AVAILABLE THERE.

11. LIABILITY LIMITATION. YOU CAN RECOVER FROM MICROSOFT AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO USD $1.00. YOU AGREE NOT TO SEEK AND YOU WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF MICROSOFT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.

12. Changes to the Service; Cancellation of the Service. We may change the Live SDK, APIs, or Microsoft Services at any time and for any reason, with or without notice. Such changes may include removal of features, or the requirement of fees for previously free features. Some changes may cause existing Authorized Applications to stop working and, in these circumstances, we will make reasonable efforts to provide you with advance notice of such change. We may cancel or suspend your use of the Live SDK or APIs at any time in our sole and absolute discretion. Our cancellation or suspension may be without cause and/or without notice. Upon cancellation or suspension, your right to use any and all of the foregoing stops right away.

Any Live SDK or Microsoft Services designated pre-release services or APIs (such as through use of the terms "Community Technology Preview" or "Beta") may not work the way a final version will. We may change them for any final, commercial version. We also may not release a commercial version.

13. Entire Agreement. This Agreement and any other agreements or documents incorporated by reference or otherwise made applicable by this Agreement, constitute the entire Agreement between you and us regarding your use of the Live SDK and APIs. It supersedes any prior contract or statements regarding your use of the Microsoft Services. If you have confidentiality obligations related to the Live SDK, APIs, or Microsoft Services, those obligations remain in force (for example, if you were a beta tester).

14. Assignment. We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Live SDK, APIs, or Microsoft Services.

15. Limitation on Claims. Any claim related to this Agreement, the Live SDK, or the APIs may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

16. Notices; Consent Regarding Electronic Information. This Agreement is in electronic form, and we have the right to send you certain additional information. There may be other information regarding the Live SDK and APIs that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent but, if you do, we may cancel your Services. As long as you can access and use the Live SDK and APIs, you will ensure that you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Live SDK and APIs. You will be deemed to have received a notice from us on the date that we electronically send it or post it.

17. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and will be construed so as to most nearly reflect the parties’ intent with respect to such provision.

18. Governing Law and Jurisdiction. The laws of the State of Washington govern this Agreement without regard to conflict of law provisions. 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 we direct your service. You and we 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.