Microsoft Windows Live Agent Hosting Agreement
This Microsoft Windows Live Agent Hosting Agreement (“Agreement”) is dated __________________, 2007
(“Effective Date”) and is made by and between Microsoft Corporation, a Washington corporation having its
principal place of business at One Microsoft Way, Redmond, WA 98052-6399 (“Microsoft ”) and
______________________, a _______________ corporation having its principal place of business at
_____________________ (“Company”).
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties
agree as follows:
1. Services
Microsoft will use commercially reasonable efforts to host Windows Live Agent(s) as set forth herein.
Windows Live Agent Features (“WLA Features”) are a set of proprietary Microsoft software components
which may include, without limitation, language patterns, lexicons related to specific knowledge categories,
and applications written in Microsoft’s proprietary scripting language, including games, survey platforms, user
messaging capabilities, and other scripts which are executed by the Windows Live Agent Server. When the
WLA Features are loaded on the Windows Live Agent Server and coupled with Company provided content
including registered and unregistered trademarks, trade dress, service marks, logos and designs, trade
names, commercial symbols, corporate names, and other protectable branding elements, and translations
and adaptations thereof (the “Company Content”), the Windows Live Agent Server is able to generate
Company branded answers in response to queries from end users of the Windows Live Messaging Service.
The WLA Features and the Company Content and the Windows Live Agent Server together comprise a
Windows Live Agent.
Company and Microsoft may, each in their sole discretion, enter into a document substantially similar to
Exhibit A (a “Statement of Work”) describing the hosting services to be provided by Microsoft. For the
avoidance of doubt, Microsoft has and will have no obligation whatsoever with respect to any Windows Live
Agent unless the parties have executed a Statement of Work with respect to such Windows Live Agent.
Microsoft will make each Windows Live Agent publicly accessible, on Microsoft controlled servers operating
the Windows Live Agent Server, at a Windows Live Messenger user identity designated by Microsoft.
Microsoft will manage, configure and update the hosting configuration from time to time in its sole discretion to
adjust performance based on the messaging traffic generated by the Windows Live Agent. Company may
submit changes to Company Content to Microsoft and Microsoft will use commercially reasonable efforts to
publish the revised Company Content with three (3) business days of receipt of such revised Company
Content.
Microsoft will provide Company with secured daily, weekly, and monthly reports in Microsoft’s standard form
describing the number of user sessions (“Sessions”) and messages transmitted by each Windows Live Agent.
One Session is defined as up to sixty (60) minutes of text-chat without a fifteen (15) minute break. Microsoft
will use commercially reasonable efforts to include the following information in such reports: average Session
length, messages per Session, and logs of user conversations. Company may request the setup of additional
customized reports at fees to be agreed upon by the parties. Microsoft reserves the right at any time to limit,
alter, or change any of its data sharing practices as needed to comply with applicable law or other privacy
commitments. Any collection, sharing, or use of personally identifiable end user data collected under this
Agreement by either party will comply with all applicable laws and regulations concerning privacy, data
collection, and/or data sharing.
2. Professional Services.
Microsoft will provide additional consultancy services on a time and materials basis upon Company’s written
request, and subject to availability of Microsoft resources. Such requests shall specify in as much detail as
reasonably practicable the nature of the service requested. If agreed upon by Microsoft, a representative of
each party will sign a document or work order specifying the services prior to their commencement. Company
will pay Microsoft for such professional services and expenses at Microsoft’s then-current rates.
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3. Company Obligations
Company will provide a link to Company’s privacy statement within the first response to an end user provided
by the Windows Live Agent in a manner that makes the privacy statement readily accessible to end users,
and in a manner that makes it clear to end users that collection and use of their personal information is
governed by Company’s privacy statement. The Company privacy statement will comply with industrystandard privacy guidelines and practices including, without limitation, guidelines and practices recommended
by the Better Business Bureau Online (BBB Online), Online Privacy Alliance or TRUSTe.
Company shall comply with the terms of the Windows Live Developer Platform SDK License Agreement
(“SDK License”). A copy of the current SDK License is attached as Exhibit B hereto for reference. For the
avoidance of doubt, the defined term “Services” in the SDK License include, without limitation, the WLA
Features.
Company will ensure that the Windows Live Agent complies with the Microsoft Service Agreement and the
terms of service for Windows Live ID.
Company shall manage, renew, create, delete, edit and otherwise control the Company Content in a manner
designed to provide a positive end user experience. Microsoft shall not be responsible for reviewing the
Company Content prior to delivering the Company Content to end users via Windows Live Agents.
If Microsoft determines that the quality of the Company Content is not reflective of the overall commercial
quality of Windows Live Agents or Microsoft’s “Windows Live” products and services, Microsoft may notify
Company of such issue and provide Company with a reasonable period of time in which to improve the quality
of Company Content such that it reflects the overall commercial quality of Windows Live Agents or Microsoft’s
“Windows Live” products and services. If Company does not improve the quality of the Company Content to
make it reflective of the overall commercial quality of Windows Live Agents or Microsoft’s “Windows Live”
products or services within a reasonable amount of time as determined by Microsoft, then Microsoft may
terminate this Agreement upon written notice to Company.
Microsoft shall have the right (but not the obligation) to indefinitely suspend further delivery of any Company
Content or material which Microsoft, in its sole discretion, considers actually or potentially obscene, indecent,
offensive, defamatory, unlawful, infringing of third-party intellectual property rights, conflicting with third-party
contractual rights or otherwise objectionable or unsuitable for distribution through Windows Live Agents.
4. Company License Grant to Microsoft.
Subject to the terms and conditions of this and solely for the purposes of this Agreement and limited to the
term of this Agreement, Company hereby grants Microsoft a non-exclusive, non-transferable worldwide
license, without the right to sublicense, to use, reproduce, distribute, publicly perform, display, and transmit
the Company name and logo and Company Content, in connection with Microsoft’s implementation and
hosting of any Windows Live Agent.
Company also hereby grants to Microsoft, under all of Company’s intellectual property and proprietary rights,
a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right and license: (a) to make,
use, copy, modify, and create derivative works of the Company Code (as defined below); (b) to publicly
perform or display, import, broadcast, transmit, distribute, reproduce, license, offer to sell, sell, rent, lease,
and lend copies of the Company Code (and modifications and derivative works thereof); and (c) to sublicense
the foregoing rights to third parties (including, without limitation, the right to sublicense such rights to further
third parties). The foregoing license grants include a license under any current and future patents owned or
licensable by Company to the extent necessary: (i) to exercise any license right granted herein; and (ii) to
combine the Company Code (and modifications and derivative works thereof) with any hardware and
software. Subject to Company’s ownership of the Company Code, Microsoft owns and will own all rights, title,
and interests in and to any modifications and derivative works of the Company Code created by or for
Microsoft.
Company warrants and represents that: (1) it has all necessary rights to grant the licenses described in this
Section; (2) the Company name and logo, Company Content, and Company Code, do not and will not infringe
or misappropriate the copyright, patent, trademark, trade secret, or any other intellectual property or any other
rights of any third party; and (3) the Company Code is not subject to any Excluded License (as defined
below).
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“Company Code” means any software (in source code and/or object code format), and any documentation
and information relating to such software, provided by Company to Microsoft under this Agreement. For the
purpose of clarification, Company Code excludes any software code as provided and licensed by Microsoft to
Company under the SDK License (“Microsoft SDK Code”), but includes, without limitation, any modification
made by Company to such Microsoft SDK Code.
“Excluded License” means a license that requires, as a condition of use, modification or distribution, that the
code be disclosed or distributed in source code form, or others have the right to modify the code.
5. Branding.
A “powered by Windows Live” message will be embedded in all Windows Live Agents. Subject to the terms
and conditions of this Agreement and limited to the term of this Agreement, Microsoft hereby grants Company
a non-exclusive, non-transferable worldwide license to use, reproduce, and display Microsoft’s name and logo
in connection with the marketing and promotion of the Windows Live Agent. Company shall not alter, remove
or conceal any copyright, trademark or other proprietary notice or disclaimer on or in the WLA Features, and
shall reproduce all such notices within and/or upon any copies and partial copies thereof made in accordance
with this Agreement. Any use by Company of trademarks owned by Microsoft or its licensors shall be in
compliance with Microsoft’s trademark guidelines as Microsoft may revise the same from time to time in its
sole discretion.
6. Term and Termination.
The term of the Agreement shall commence as of the Effective Date and continue for twelve (12) months
unless otherwise terminated pursuant to this Agreement (“Term”).
Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party of such
other party's material breach of any of the terms, warranties and representations under this Agreement,
unless such breach is remedied within such thirty (30) day period. Either party may terminate this Agreement
without prior written notice if the other party breaches the provisions of this Agreement concerning intellectual
property rights or confidentiality.
7. Intellectual Property.
Company shall be the sole and exclusive owner of all right, title, and interest in the copyright of any Company
Content. Notwithstanding the foregoing, this Agreement does not transfer from Microsoft to Company any
portion of the WLA Features and except for the express licenses granted herein, all right, title and interest in
and to the WLA Features and, any customization, modification or enhancement of the WLA Features by
Microsoft, whether developed prior to, during, or after the term of this Agreement, will remain solely with
Microsoft and its licensors. Company hereby assigns to assign to Microsoft any right, title and interest
Company may obtain in any update, enhancement or modification to the WLA Features.
Notwithstanding anything to the contrary in this agreement, Microsoft will not be prohibited or enjoined at any
time by Company from utilizing any skills or knowledge of a general nature acquired during the course of
providing the services hereunder, including, without limitation, information publicly known or available or that
could reasonably be acquired in similar work performed for other customers of Microsoft.
8. Confidential Information.
Confidential information is information relating to the terms of this Agreement, software provided under this
Agreement including, without limitation the WLA Features, reports under this Agreement, products, financial
statements, analyses, financial projections, business plans, marketing plans, listings, contractual obligations
and terms thereof, components of intellectual property, designs, customers, finances, personnel data, and
any other information of a secret, confidential, or proprietary nature relating to a party’s business, operations,
projects, finances, technical, or promotional plans, including but not limited to any such information generated
in the performance of work under this Agreement.
Confidential information does not include any information that: (i) is or becomes generally known or available
by publication, commercial use, or otherwise through no fault of a party; (ii) is lawfully obtained from a third
party who has the right to make such disclosure; (iii) is released for publication by the owner; or (iv) is
independently developed by a party without access to the confidential information of the other party.
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Each party agrees, during and for a period of three (3) years following the termination or expiration of this
Agreement, that, except as expressly permitted herein, it will not use, directly or indirectly, for its own benefit
or for the benefit of a third party, and that it will not disclose, transfer, or in any way divulge, directly or
indirectly, to a third party any confidential information of the other party, under any circumstances or by any
means, without the prior written consent of the other party. Without limiting the scope of this duty, each party
agrees to limit its internal distribution of the other party’s confidential information to employees and agents
who have a need to know, and to take reasonable steps to ensure that the dissemination is so limited. The
actions or negligence of a party’s employees or agents shall be deemed to be the actions or negligence of
such party, with regard to the confidential information of the other party.
All confidential information remains the property of the disclosing party and no license or other rights in the
confidential information is granted hereby, except as expressly provided for in this Agreement.
Each party will report to the other party any attempt by a third party, including any third party purporting to
exercise governmental authority by subpoena or otherwise, to obtain data or gain access to the other party’s
confidential information. Each party will notify the other party of any subpoenas issued to it arising out of or
relating to this Agreement in a time sufficient to allow the other party to review the subpoena and respond by
motion to quash or other applicable motion if necessary.
9. Limited Warranty.
Each party represents and warrants to the other that: (i) such party is duly organized and validly existing
under the laws of the state of its incorporation and has full corporate power and authority to enter into this
Agreement and to carry out the provisions hereof; (ii) this Agreement is a legal and valid obligation binding on
such party; and (iii) the execution, delivery, and performance of this Agreement by each party does not
conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it
may be bound, and it does not violate any law or regulation of any court, governmental body, administrative
agency, or other agency having jurisdiction over it.
MICROSOFT DISCLAIMS ALL WARRANTIES, EXCEPT THOSE SET FORTH IN THIS LIMITED
WARRANTY SECTION, CONCERNING THE WLA FEATURES AND SERVICES PROVIDED UNDER THIS
AGREEMENT, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT AND COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MICROSOFT DOES NOT WARRANT THAT THE WLA
FEATURES WILL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR THAT THE WINDOWS LIVE
AGENT WILL BE ACCESSIBLE WITHOUT INTERRUPTION. No oral or written advice or information
provided by Microsoft or any of its agents or employees will create a warranty or in any way increase the
scope of this limited warranty, and Company is not entitled to rely on such advice or information.
Company agrees that it will make no warranties to any third party, including without limitation any end user of
the WLA Features, relating to the WLA Features or any service to be provided by Microsoft.
10. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR (i) A BREACH BY A PARTY
OF ITS CONFIDENTIALITY OBLIGATIONS, (ii) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, OR
(iii) A BREACH BY COMPANY OF THE LICENSE RESTRICTIONS, UNDER NO CIRCUMSTANCES WILL
EITHER PARTY BE LIABLE TO THE OTHER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT,
OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR
EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL,
LOSS OF SAVINGS, LOSS OF DATA, LOSS OF USE DAMAGES, LOST BUSINESS, OR ANTICIPATED
PROFITS (OTHER THAN THAT INCLUDED IN AMOUNTS DUE HEREUNDER)), EVEN IF THE OTHER
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this Section
allocate the risks under this Agreement between the parties, and the parties have relied on the limitations set
forth herein in determining whether to enter into this Agreement.
11. Indemnification.
Company shall, at its expense and at Microsoft’s request, defend any claim or action brought against
Microsoft and Microsoft’s subsidiaries, affiliates, directors, officers, employees, agents and independent
contractors, which, if true, would constitute a breach of a warranty, representation, covenant or obligation of
MICROSOFT CONFIDENTIAL
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Company under this Agreement (“Indemnity Claims”), and Company will indemnify and hold Microsoft
harmless from and against any liability, damages, costs and fees (including but not limited to reasonable fees
of attorneys and other professionals) that are attributable to such Indemnity Claims (collectively “Loss” or
“Losses”). Microsoft will: (i) provide Company reasonably prompt notice in writing of any Indemnity Claim
and permit Company, through counsel mutually acceptable to Company and Microsoft, to answer and defend
such Indemnity Claim; and (ii) provide Company information and assistance, at Company’s expense, to help
Company defend such Indemnity Claim. Company shall not be responsible for any settlement made by
Microsoft without Company’s written permission, which permission shall not be unreasonably withheld or
delayed.
If Company shall, within a reasonable time after receiving the notice described herein, fail to defend any claim
or action, Microsoft shall have the right, but not the obligation, and without waiving any of its rights hereunder,
to undertake defense of, and, in its sole discretion, to compromise or settle such claim or action on behalf, for
the account, and at the risk and expense, of Company and shall be entitled to collect the amount of any
settlement or judgment or decree and all costs and expenses in connection with such claim or action.
Microsoft shall have the right to employ separate counsel and participate in the defense of any claim or
action. If the facts pertaining to the Loss arise out of the claim or action of any third party, or if there is any
claim or action against a third party available by virtue of the circumstances of the Loss, Microsoft may
assume the defense or prosecution thereof, including the employment of counsel or accountants, at its cost
and expense.
Company shall not settle any claim or action under this Indemnification provision on behalf of Microsoft
without first obtaining Microsoft’s written permission, which shall not be unreasonably withheld. In the event
Microsoft and Company agree to settle a claim or action, Company agrees not to publicize the settlement
without first obtaining Microsoft’s written permission, which shall not be unreasonably withheld.
12. Notice.
Any notice pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed
given (a) if by hand delivery, upon receipt thereof, (b) if by facsimile transmission, upon electronic
confirmation thereof, if promptly followed by a confirmation copy sent by registered mail, return receipt
requested, or (c) if by internationally recognized courier delivery service (such as Federal Express), upon
such delivery. All notices shall be addressed as follows (or such other address as either Party may in the
future specify in writing to the other):
To Microsoft Corporation
481 Greenwich Street
Suite 5C
New York, NY 10013
Contact: Hayley Peloso
To Company:
13. General.
This Agreement, and any rights or obligations in this Agreement, shall not be assigned by either party without
the prior written consent of the other party.
This Agreement shall be governed by and interpreted under the laws of the State of Washington, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Washington or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
Washington. Company hereby consents to the exclusive jurisdiction of any federal or state court located in
King County, Washington, and waives any objection that it has or may have in the future with respect to any
of the foregoing. The parties expressly waive and exclude the application of the United Nations Convention on
Contracts for the International Sale of Goods.
This Agreement may only be amended, and any provision of this Agreement may only be waived, in a writing
executed by authorized representatives of the parties hereto, specifically setting forth such amendment or
waiver, as the case may be. The failure of either party to enforce any provision of this Agreement shall not be
construed to be a waiver of such provision or the right of such party thereafter to enforce such provision or
any other provision of this Agreement.
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The parties are independent contractors under this Agreement, and nothing contained in this Agreement shall
be construed as creating any partnership, joint venture, agency, trust, or other association of any kind
between the parties hereto.
If either party is unable to perform its obligations due to reasons beyond its reasonable control, the affected
party’s performance will be excused and the time for performance extended for the period of delay due to
such occurrence.
The illegality, invalidity, or unenforceability of any part of this Agreement shall not affect the legality, validity,
or enforceability of the remainder of this Agreement. If any part of this Agreement shall be found to be illegal,
invalid, or unenforceable, this Agreement shall be given such meaning as would make this Agreement legal,
valid, and enforceable in order to give effect to the intent of the parties.
The parties acknowledge and agree that damages at law may be inadequate remedies and, accordingly,
agree that either party is entitled to injunctive or other equitable relief with respect to breach of this Agreement
without the necessity of proving actual damages or posting a bond or other security. The rights set forth in this
Section shall be in addition to any other rights that the parties may have at law or in equity.
Provisions regarding warranties, limitations of liability, confidentiality, compliance verification and obligations
on termination or expiration will survive termination or expiration of this agreement and of any license or
services agreement in which they are incorporated.
This Agreement constitutes the complete agreement between the parties and supersedes all other
agreements, promises, representations, and negotiations, whether written or oral, between the parties
regarding the subject matter of this Agreement. No amendment of this Agreement shall be valid or take effect
unless it is in writing and signed by both parties. Exhibits attached hereto form a material part of this
Agreement and are incorporated herein by reference.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives
Microsoft Corporation
Company
:___________________________________
By: ______________________________
By: _________________________________
Name: ___________________________
Name:
____________________________________
Title: ___________________________
Title: _____________________________
Date: __________________________
Date:______________________________
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EXHIBIT A
Windows Live Agent - Statement of Work
Overview
This document is a statement of work and initial hosting plan (“Statement of Work”) for a Windows Live Agent
to be developed by _____________________ (“Company”). Microsoft and Company have entered into the
Microsoft Windows Live Agent Hosting Agreement that governs the hosting of Windows Live Agents for
Company. Capitalized terms used in this Statement of Work but not defined herein will have the meaning
ascribed to them in the Microsoft Windows Live Agent Hosting Agreement.
Term
The Term of the Statement of Work shall begin on _______________ and end on _________________.
Company Content
Company will provide the following content to Microsoft in a timely manner to enable Microsoft to host the
Windows Live Agent: [Please provide here the name of Agent; brief description of Content and purpose of
Agent]__________________________________________________.
Reporting
Microsoft configures and updates hosting configurations based on messaging traffic and optimizes
performance of Windows Live Agent applications. Reporting includes reasonable access to secured webbased reports, including daily, weekly, monthly and quarterly statistics detailing the number of unique users,
sessions, and messages. Reports will also include average session length, messages per session, and logs
of customer conversations.
Microsoft Corporation
By:
___________________________________
By:
___________________________________
___________________________________
Name:
___________________________________
Name:
___________________________________
Title: ____________________________
Title: ____________________________
Date: ____________________________
Date: ____________________________
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EXHIBIT B
Windows Live Developer Platform SDK License Agreement
This is an agreement between You (“You”) and Microsoft Corporation, located at One Microsoft
Way, Redmond, WA 98052-6399, (“Microsoft”) regarding Your use of the Windows Live
Developer Platform SDK and any associated documentation, software code or other materials
made available by Microsoft (collectively referred to in this agreement as the “SDK”). The SDK
includes documentation for multiple Windows Live application programming interfaces
(collectively the “APIs”), which may be further defined in the Windows Live Developer Platform
Terms of Use (“TOU”), and any software code provided by Microsoft in conjunction with such
documentation. The SDK is made available by Microsoft to assist developers in integrating
certain functionality of the Windows Live services made available through the APIs (the
“Services”) into web applications. This agreement applies to any updates, supplements or
support services for the SDK, unless other terms accompany those items. If so, those other
terms apply.
By installing, accessing or otherwise using the SDK, You accept the terms of this
agreement. If You do not agree to the terms of this agreement, do not install, access
or use the SDK or the APIs.
If You comply with this agreement, You have the rights below.
1. USE OF THE SDK.
Subject to Your compliance with this agreement, Microsoft hereby
authorizes You to use the SDK solely for the purpose of creating web applications designed
to operate with the Services (referred to as “Authorized Applications”). You may not
rent, lease or lend any of Your rights in the SDK or access to the Services. You may
reproduce the SDK, provided that You reproduce only complete copies, including without
limitation all “read me” files, copyright notices, and other legal notices and terms that
Microsoft has included in the SDK, and provided that You may not distribute any copy You
make of the SDK.
2. DISTRIBUTABLE CODE.
If the SDK contains redistributable software code, You are
permitted to include such code in Authorized Applications if You comply with the terms
below.
i.
Right to Use and Distribute. You may copy and distribute the object code form of code
listed in REDIST.TXT files, if any. You may modify, copy, and distribute the source
form of code marked as “sample” in the SDK. Such code is “Distributable Code.” You
may permit distributors of Your Authorized Applications to copy and distribute the
Distributable Code as part of those applications.
ii. Distribution Requirements. For any Distributable Code that You distribute, You must

require distributors and external end users to agree to terms that protect it at least as
much as this agreement; and

indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’
fees, related to the distribution or use of Your applications.
iii. Distribution Restrictions. You may not

alter any copyright, trademark or patent notice in the Distributable Code;

use Microsoft’s trademarks in Your programs’ names or in a way that suggests Your
applications come from or are endorsed by Microsoft;

include Distributable Code in malicious, deceptive or unlawful applications; or
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
modify or distribute the source code of any Distributable Code so that any part of it
becomes subject to an Excluded License. An Excluded License is one that requires, as
a condition of use, modification or distribution, that

the code be disclosed or distributed in source code form; or

others have the right to modify it.
3. SCOPE OF LICENSE. The SDK is licensed, not sold. This agreement only gives You some
rights to use the SDK. Microsoft reserves all other rights. Unless applicable law gives You
more rights despite this limitation, You may use the SDK only as expressly permitted in this
agreement. In doing so, You must comply with any technical limitations in the SDK that
only allow You to use it in certain ways. You may not

work around any technical limitations in the SDK;

reverse engineer, decompile or disassemble the SDK, except and only to the extent that
applicable law expressly permits, despite this limitation;

make more copies of the SDK than specified in this agreement, except and only to the
extent applicable law expressly permits, despite this limitation;

publish the SDK for others to copy; or

rent, lease or lend the SDK.
4. USE OF THE SERVICE. Your use of the Service, and the use of the Service by anyone
hosting or using your Authorized Application, is governed by the then-current Windows Live
Developer Platform Terms of Use:
https://msnmessenger.team.partners.extranet.microsoft.com/WLAgentPartner/default.aspx
5. EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND
REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND
REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS,
END USERS AND END USE. FOR ADDITIONAL INFORMATION, SEE
WWW.MICROSOFT.COM/EXPORTING.
6. SUPPORT. Microsoft is not obligated to provide any technical or other support (“Support
Services”) for the SDK or Services to You. However, if Microsoft chooses to provide any
Support Services to You, Your use of such Support Services will be governed by thencurrent Microsoft policies. With respect to any technical or other information You provide to
Microsoft in connection with the Support Services, You agree that Microsoft has an
unrestricted right to use such information for its business purposes, including for product
support and development. Microsoft will not use such information in a form that personally
identifies You.
7. FEES.
Microsoft may choose in the future to charge for use of the SDK, the APIs and/or
Service. If Microsoft in its sole discretion chooses to establish fees and payment terms for
such use, Microsoft will provide notice of such terms as provided in Section 10 below, and
You may elect to stop using the SDK, APIs and/or Service rather than incurring fees.
8. TERMINATION.
Microsoft reserves the right to discontinue offering the SDK, APIs and
Services or to modify the SDK, APIs or Services at any time in its sole discretion. If You are
dissatisfied with any aspect of the SDK, APIs or Services at any time, Your sole and
exclusive remedy is to cease using them. Notwithstanding anything contained in the
MICROSOFT CONFIDENTIAL
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agreement to the contrary, Microsoft may also, in its sole discretion, terminate or suspend
access to the APIs and Services to You or any end user at any time. You acknowledge that
termination and/or monetary damages may not be a sufficient remedy if You breach this
agreement and that Microsoft will be entitled, without waiving any other rights or remedies,
to injunctive or equitable relief as may be deemed proper by a court of competent
jurisdiction in the event of a breach. This Section and Sections 3, 4, 6, 9, 11, 12, 13, 14,
15 and 16 will survive termination of this agreement or any discontinuation of the offering
of the SDK, APIs or Service, along with any other provisions that would reasonably be
deemed to survive such events.
9. RESERVATION OF RIGHTS.
Except for the licenses expressly granted under this
Agreement, Microsoft and its suppliers retain all right, title and interest in and to the SDK,
APIs, Service, and all intellectual property rights therein. You are not authorized to alter,
modify, copy, edit, format, create derivative works of or otherwise use any materials,
content or technology provided under this Agreement except as explicitly provided in this
agreement or approved in advance in writing by Microsoft.
10. MODIFICATIONS; NOTICES. If we change this contract, then we will give you notice
before the change is in force. If you do not agree to these changes, then you must cancel
and stop using the SDK, Services and APIs before the changes are in force. If you do not
stop using the SDK, Services or APIs, then your use of the SDK, Services or APIs will
continue under the changed contract. Microsoft may give notices to You, at Microsoft's
option, by posting on any portion
https://msnmessenger.team.partners.extranet.microsoft.com/WLAgentPartner/default.aspx
or by electronic mail to any e-mail address provided by You to Microsoft.
11. ENTIRE AGREEMENT.
This agreement, and the terms for the Windows Live Platform
Development Terms of Use, are the entire agreement with respect to the SDK, the Service
and the APIs.
12. APPLICABLE LAW.
United States. If You acquired the SDK in the United States, Washington state
law governs the interpretation of this agreement and applies to claims for breach of it,
regardless of conflict of laws principles. The laws of the state where You live govern all
other claims, including claims under state consumer protection laws, unfair competition
laws, and in tort.
13.1.
Outside the United States. If You acquired the SDK in any other country, the
laws of that country apply.
13.2.
14. LEGAL EFFECT. This agreement describes certain legal rights. You may have other
rights under the laws of Your country. This agreement does not change Your
rights under the laws of Your country if the laws of Your country do not permit it
to do so.
15. DISCLAIMER OF WARRANTY.
The SDK is licensed “as-is.” You bear the risk of using it.
Microsoft gives no express or implied warranties, guarantees or conditions. You may have
additional consumer rights under Your local laws which this agreement cannot change. To
the extent permitted under Your local laws, Microsoft excludes the implied warranties of
merchantability, fitness for a particular purpose and non-infringement.
16. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES.
You can recover from
Microsoft and its suppliers only direct damages up to U.S. $5.00. You cannot recover any
other damages, including consequential, lost profits, special, indirect or incidental damages.
This limitation applies to

anything related to the SDK, services, content (including code) on third party
Internet sites, or third party programs; and
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
claims for breach of contract, breach of warranty, guarantee or condition, strict
liability, negligence, or other tort to the extent permitted by applicable law.
It applies 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
country may not allow the exclusion or limitation of incidental, consequential or
other damages.
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