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Microsoft Live@edu

This Microsoft Live@edu Terms of Use ("Agreement") is entered into between your educational institution ("School") and Microsoft Corporation as of the date you accept this Agreement ("Effective Date"). By clicking "I Accept" School: (a) represents that the person accepting this Agreement has the requisite authority to accept this agreement on behalf of the School and (b) agrees to be bound by the terms and conditions contained in this Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications between the parties. In order to use the E-mail Service or Microsoft Services under this Agreement, School must be recognized by Microsoft, in its sole discretion, as a legitimate non-profit enterprise focused primarily on providing educational services to students or alumni services to graduates.

  1. Definitions. In this Agreement the following definitions apply:
    1. "Advertisement" means any advertisement for third party products or services including, without limitation, graphic display advertisement, e.g. banner ad, text only, video or audio ad.
    2. "Alumni" means a graduate of the School or a Student who has not actively enrolled and participated in a class during the prior year.
    3. "Credentials" means any mechanism, such as a certificate, user ID, or password, that Microsoft makes available to School for the purpose of enabling School to add, modify or delete End Users' Windows Live IDs and any associated attributes under this Agreement.
    4. "End User" means any Alumni, Student, applicant, faculty, staff member, volunteer, retiree, or other interested party who is authorized by School to access and use the Microsoft Services and for whom the School has established a Windows Live ID under this Agreement.
    5. "ILM" means Microsoft's Identity Life Cycle Manager software.
    6. "Major Incident" means a problem with a system, network, server, or critical application under Microsoft's sole and direct control that prevents or unreasonably delays a majority of End Users from using the E-mail Service for more than fifteen (15) continuous minutes.
    7. "Microsoft Services" means any Internet-based or client-based service or web site that Microsoft generally makes available to consumers without a fee that is branded or partially branded "Windows Live", "MSN", "Office Live" or successor branding and that requires authentication through the Windows Live ID Directory. It also means the E-Mail Service described in 2.a.i.
    8. "Password" means the password associated with an End User's Windows Live ID.
    9. "Student" means any individual who is an enrolled student of the School.
    10. "TOU" means the terms of use Microsoft establishes with End Users, which Microsoft may update from time to time.
    11. "School Domain" means one or more top-level domain name(s) owned and managed by the School.
    12. "Windows Live ID" means the set of credentials, as well as the associated account profile, that an End-User may use to access Microsoft Services by authenticating through the Windows Live ID Directory service.
    13. "Windows Live ID Directory" means the Windows Live ID single sign-in authentication and identification service (formerly known as Passport), including any updates or future versions, which, among other things, is used to authenticate users of the Microsoft Services.

  2. Microsoft Services Deployment.
    1. E-Mail Service
      1. Description. Microsoft will provide to School for the benefit of its End Users a managed e-mail service comprising (a) the then-current version of the free web-based e-mail service that is hosted, managed, and marketed by Microsoft and that is branded "Windows Live Hotmail" (or successor branding) or (b) a derivation of the Microsoft Exchange e-mail service and the Outlook Web Access service using the School Domain (the "E-Mail Service").
      2. Spam and Malware. School acknowledges and agrees that Microsoft may filter the E-Mail Service for spam or other malware in the same manner as Microsoft filters spam or other malware for the Windows Live Mail Service.
      3. Suspension/Termination of E-mail Accounts. School and Microsoft acknowledge and agree that either party may suspend or discontinue the provision of the E-Mail Service to any End User, except that Microsoft may do so only if it reasonably believes the End User has violated the TOU.
    2. Deployment Tools
      Microsoft will make available to School at no cost at least two tools to enable provisioning and managing Windows Live IDs for End Users under this Agreement: (a) a software development kit ("SDK") and (b) a management agent ("WLID Management Agent"). Either tool ("Deployment Tool") can be used independently of the other to provision and manage End User accounts, although the WLID Management Agent requires ILM, which schools may purchase separately at their option, in order to provision and manage accounts. The SDK does not require ILM.
    3. Advertising and Special Caveat for Students.
      1. Between the parties, Microsoft will have the sole and exclusive right to sell and serve advertising on the Microsoft Services. Such advertising will be developed, sold and served in Microsoft's discretion. Without limiting the generality of the foregoing, School acknowledges and agrees that Microsoft may display advertising on the Microsoft Services that is targeted to the School Domain, in whole or in part.
      2. Notwithstanding Section 2.c.i, Microsoft agrees not to display Advertisements that promote third party products or services on the web interface of the E-Mail Service for Students. Microsoft reserves the right to display information pertaining to Microsoft products and services in the web-mail UI for the E-mail Service. Such information may include, but is not limited to, tips on using Microsoft Services. School acknowledges and agrees that Microsoft may display Advertisements on the web interface of the E-Mail Service for all other End Users.
    4. Terms of Use.
      1. Generally. End Users who use the Microsoft Services shall be subject to the applicable TOU, including Microsoft's privacy policy. School acknowledges and agrees that each End User will be required to accept the TOU for the E-mail Service before such End User may use the E-mail Service. To the extent there is a conflict between the terms of the TOU for the Microsoft Services and the terms of this Agreement, the terms of this Agreement shall control.
      2. K-12 Schools. If a School is an elementary, middle, junior high, primary, secondary or high school that provides access to Microsoft Services under this Agreement to End Users, School will obtain parent or guardian acceptance of the TOU on behalf of End Users who are under the age of majority.
    5. Support.
      1. Microsoft will provide to End Users the same level of customer support as Microsoft then-currently provides to end users of Microsoft Services via the website located at http://support.live.com or a subsequent URL as determined by Microsoft. Notwithstanding the foregoing, School acknowledges and agrees that it will provide support to Students for the E-mail Service.
      2. In the event of a Major Incident, Microsoft will promptly initiate and continue reasonable actions to limit the duration and scope of any Major Incident and will use commercially reasonable efforts to restore access to and functionality of the E-Mail Service as quickly as is reasonably possible after becoming aware of a Major Incident.

  3. School's Obligations.
    1. Differentiating Between Student and Alumni E-mail Accounts. School will periodically and no less frequently than semi-annually update the attributes of each Windows Live ID it has created under this Agreement to accurately indicate which Windows Live IDs are associated with Students and which are associated with Alumni.
    2. School Domain(s). School is solely responsible to ensure that throughout the Term, School has all rights in and to the School Domain(s) necessary to allow School to have the exclusive right to use the School Domain(s) in connection with the Microsoft Services as provided in this Agreement. School will be responsible for any claim by any third party claiming any right in or to, or any infringement of any right by, the School Domain(s).
    3. Security of Passwords. Each party will protect End User's Passwords as it protects its own highly confidential information. In addition to the security requirements set forth in the Agreement, School will comply with the following policy regarding School's access to Passwords:
      1. Passwords may not be used, copied, reproduced, cached, stored or disclosed to anyone other than the verified account holder. School agrees to destroy all Passwords after such communication,
      2. To prohibit unauthorized access to Passwords, access to applicable support tools should be limited to those School employees directly responsible for providing End User support for the E-Mail Service and/or Passwords in accordance with the Agreement.
    4. Updates. School will remain current with and promptly install any updates provided by Microsoft in relation to this Agreement including without limitation all applicable security patches, hot fixes, encryption key updates, Credentials updates (collectively, "Service-Related Updates") as directed by Microsoft. School acknowledges and agrees that it may not be able to continue providing End Users with access to the E-mail Service if it does not promptly install Service-Related Updates from Microsoft.
    5. Suitability and Compliance. School is solely responsible for determining the suitability of the Microsoft Services for use for School's purposes, and for compliance with any legal, regulatory and/or other requirements applicable to School. MICROSOFT AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE MICROSOFT SERVICES FOR USE FOR SCHOOL'S PURPOSES, OR THE MICROSOFT SERVICES' COMPLIANCE WITH ANY LEGAL, REGULATORY AND/OR OTHER REQUIREMENTS APPLICABLE TO SCHOOL, INCLUDING ANY LAWS, RULES, OR REGULATIONS REGARDING THE RETENTION OR DISCLOSURE OF PUBLIC RECORDS. SCHOOL REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL RESPONSIBILITIES ARISING UNDER THE FAMILY EDUCATIONAL RIGHTS ACT OF 1974, AS AMENDED (20 U.S.C. § 1232g) AND ANY OTHER FEDERAL, STATE AND/OR LOCAL LAWS REGARDING THE DISCLOSURE OF STUDENT RECORDS OR PERSONALLY IDENTIFIABLE INFORMATION MAINTAINED BY SCHOOL. School shall not extend any warranties or incur any obligations on behalf of Microsoft to End Users or any other third party.

  4. Privacy, security and adverse use.
    1. Independent collection of End User data. No End User personal information will be required to be provided by one party to the other under this Agreement. However, nothing in this Agreement restricts either party from collecting, saving and using any data such party independently collects directly from an End User in accordance with such party's own privacy policy and applicable law. In addition, Microsoft may compile, use or disclose aggregate End User membership statistics derived from End User information with respect to a Microsoft Service so long as such disclosures do not personally identify individual End Users or disclose data from which the identity of an individual End User can be reasonably ascertained.
    2. Security. School will use any information associated with Windows Live IDs it makes available to End Users under this Agreement, including without limitation Passwords and Windows Live ID unique identifiers (“Information”), solely for the purpose of managing its authorized End User accounts as permitted in this Agreement. Disclosure of the Credentials or Information to an unauthorized individual could put the Microsoft Services at risk, including Student e-mail addresses, Passwords, and the content of Student e-mail within the E-Mail Service. Microsoft is not responsible for any loss that may incur as a result of any unauthorized use of the E-Mail Service, Microsoft Services, or the End Users Windows Live IDs. School shall take commercially reasonable security and other measures to protect the Information and Credentials from unauthorized access, use, disclosure, alteration and destruction. Such security measures will include authentication controls, physical controls or other means in accordance with School' information security policy, which School agrees to provide Microsoft upon reasonable request. If Microsoft reasonably requests that School employ additional security procedures or requirements, then the parties shall negotiate the terms of such implementation in good faith.  School will immediately report to Microsoft any actual breach of security under this Agreement involving Information, and the Parties shall mutually agree on appropriate steps to (i) immediately alleviate any continued threat to the privacy or security of School Users; and (ii) prevent foreseeable future threats to the security or privacy of Microsoft, or School users. In addition to meeting all implementation requirements contained in the applicable documentation, School shall implement security measures in connection with its use of the E-Mail Service and Microsoft Services that meet or exceed the following standards: 
      1. Access to servers used by School in connection with its deployment of the E-Mail Service and Microsoft Services shall be protected via commercially reasonable access control mechanisms and will be limited to a designated set of School employees or contractors owing confidentiality obligations to School; 
      2. An encryption key or other credentials will be installed on servers used by School in connection with its deployment of the E-Mail Service and Microsoft Services and then promptly destroyed or locked down in an area of restricted access in a manner reasonably calculated to prevent disclosure of the encryption key other than as necessary for continued deployment of the E-Mail Service Microsoft Services pursuant to this Agreement;
      3. School will use commercially reasonable cryptographic protocols to protect information sent over the Internet; and
      4. School will remain current with and install all vendor service-related updates, including without limitation security patches, protocol updates, and hot fixes.
    3. No Illegal or Adverse Use. School will not provide any Microsoft Service to End Users in connection with School's transmission, sale, license or delivery of any infringing, defamatory or illegal product or service. School will not use any Microsoft Service or offer it to End Users in any manner that threatens the integrity, performance or availability of that Microsoft Service.

  5. Ownership. Microsoft and its licensors will retain all right, title, and interest in and to the Microsoft Services the Deployment Tools, and all other content, documentation, technology, software, materials and services Microsoft owns and makes available to School or any End User by Microsoft to create, manage, modify, store, delete, or authenticate End Users' Windows Live IDs and/or access to Microsoft Services (collectively "Microsoft Tools") pursuant to this Agreement, including, but not limited to, any Microsoft Tools made available to School via web site currently located at the URL http://admincenter.live.com, or any successor URL. School, its licensors, End Users or third parties will retain all right, title and interest in and to all content, technology, materials and services delivered or forwarded to Microsoft by School under this Agreement.

  6. Trademarks. If School elects to use the branding service offered by Microsoft, then School grants to Microsoft a worldwide, royalty free license to use the trademarks and logos School provides to Microsoft (“School Marks”) for the purpose of providing School with a School co-branded E-mail Service and, if School elects, other co-branded Microsoft Services as such co-branding is made available by Microsoft. School warrants that the School Marks provided are original and do not infringe any copyright, trademark, or other proprietary right held by any third party in any country/region. School also warrants that it is not aware of any claims regarding the School Marks in any country. Schools agrees to indemnify Microsoft for third party claims that result in any breach of School Marks warranties and claims that Microsoft's use of the School Marks violates any third party rights in any country/region. Microsoft has the right to suspend or cancel School's use of the branding service if School violates any part of this section.

  7. Press Releases. Neither party will issue a press release pertaining to this Agreement without the other party's prior written approval.

  8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL INFORMATION, MATERIALS, SOFTWARE OR SERVICES ARE PROVIDED BY MICROSOFT AND ITS SUPPLIERS (COLLECTIVELY, “MICROSOFT DELIVERABLES”) ON AN “AS IS” BASIS AND MICROSOFT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE MICROSOFT DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR RESULTS TO BE OBTAINED BY SCHOOL AND END USERS IN CONNECTION WITH THE USE OF ANY MICROSOFT SERVICE.

  9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY MICROSOFT SERVICE, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO TEN THOUSAND DOLLARS.

  10. Term and Termination.
    1. Term. Unless terminated earlier under Section 10(b), this Agreement is effective as of the Effective Date and expires two (2) years after the Effective Date; provided that the Term automatically renews for additional one (1) year periods unless either party provides written notice of termination to the other party at least thirty (30) days prior to the end of the then-current term.
    2. Termination for Convenience. School may terminate this Agreement for any reason upon thirty (30) days written notice to Microsoft.
    3. Termination for Cause. Either party may immediately terminate or suspend this Agreement if the other party is in material breach of any material warranty, representation, term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice.
    4. Survival, Transition Period. In the event of termination or expiration of the Agreement for any reason, Sections 5 through 12 and applicable nondisclosure provisions will survive and School shall cease using the Microsoft Services, and return to Microsoft all full or partial copies of software, documentation and materials provided by Microsoft under this Agreement for the Microsoft Services, except, however, the School may retain one copy for archival purposes. Following expiration or termination of this Agreement, Microsoft may offer Students a Hotmail Service e-mail account and with respect to the Students who accept such offer, Microsoft may convert such Students from the E-Mail Service to the Hotmail Service provided, however, that Microsoft may not use any School domain name or address in administering such accounts.

  11. Confidentiality.
    1. Confidential information. Confidential information means information marked or otherwise identified in writing by a party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. It includes non-public information regarding either party's products, features, marketing and promotions. All beta releases are confidential unless excepted below. Confidential information does not include information that: (i) the recipient developed independently; (ii) the recipient knew before receiving it; or (iii) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality.
    2. Use of confidential information. For a period of five (5) years after disclosure, neither party will use the other's confidential information without the other's written consent except in furtherance of this business relationship or disclose the other's confidential information except (i) to obtain advice from legal or financial consultants, or (ii) if required by law, in which case the disclosing party will use its best efforts to give the other party notice of the requirement so the disclosure can be contested. Each party will take reasonable precautions to safeguard the other's confidential information. Such precautions will be at least as great as those the party takes to protect its own confidential information of like nature. Each party will disclose the other's confidential information to its employees or consultants only on a need-to-know basis and subject to the confidentiality obligations imposed here. When confidential information is no longer necessary to perform any obligation under this agreement, each party will return it to the other or destroy it at the other's request.
    3. Retained rights. Each party is free to develop products independently without the use of the other's confidential information. Neither party is obligated to restrict the future work assignments of individuals who have had access to confidential information. In addition, each party and these individuals are free to use the information that these individuals remember related to information technology, including ideas, concepts, know-how or techniques, so long as confidential information of the other party is not disclosed in violation of this agreement in the course of such use. This use shall not grant either party any rights under the other's copyrights or patents and does not require payment of royalties or separate license. Either party may provide suggestions, comments or other feedback to the other with respect to the other's confidential information. Feedback is voluntary and the receiving party is not required to hold it in confidence. The receiving party will not disclose the source of feedback without the providing party's consent. Feedback may be used for any purpose without obligation of any kind.
    4. Cooperation in the event of disclosure. Each party will immediately notify the other upon discovery of any unauthorized use or disclosure of confidential information and will cooperate in any reasonable way to help the other regain possession of the confidential information and prevent further unauthorized use.

  12. Miscellaneous.
    1. Not an Offer. This Agreement does not constitute an offer by Microsoft and it will not be effective until accepted by an authorized representative of each party.
    2. Representations and Warranties. Each party represents and warrants as follows: (i) it has full power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to accept this Agreement and to perform its obligations hereunder, (iii) this Agreement is a legal and valid obligation binding upon it and enforceable according to its terms, and (iv) the acceptance and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound. School further represents and warrants that it has obtained all legal permissions from consents on behalf of parents or guardians of students as set forth in Section 2.d.ii for such student to use the Microsoft Services as contemplated by this Agreement. Such permission to participate consent shall specifically authorize Microsoft to provide students with a student's ability to obtain an e-mail account under this program; to collect, use and disclose personal information from students as described in Microsoft's online privacy statement; and to receive and send notices and marketing materials to students regarding Microsoft Services
    3. Assignment. This Agreement may not be assigned by either party without the written consent of the other party, except that Microsoft may assign this Agreement to an entity owned or controlled by Microsoft. For purposes of this Section, the term “assignment” includes any change in control transaction, such as a merger or acquisition of substantially all the shares or assets of a party to this Agreement. An assignment will not relieve the assigning party of its obligations under this Agreement.
    4. 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 the parties will amend the Agreement to give effect to the stricken clause to the maximum extent possible.
    5. Waiver. No waiver of any breach of this Agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    6. Force Majeure. To the extent that either party's performance is prevented or delayed, either totally or in part, for reasons beyond that party's control, then that party will not be liable, so long as it resumes performance as soon as practicable after the reason preventing or delaying performance no longer exists.
    7. Applicable Law and Jurisdiction. If School is organized or formed in the United States or Japan, this Agreement will be construed and controlled by the laws of the jurisdiction in which School is organized or formed. Otherwise, this Agreement will be construed and controlled by the laws of the State of Washington, exclusive of its choice of law rules. Furthermore, if the School is organized or formed outside of the United States, or Japan, School i) irrevocably consents to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case School consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington; ii) School waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
    8. Notices. Notices concerning this Agreement must be sent by post, express courier, facsimile or email to the signatories. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or email confirmation of delivery. Notices to Microsoft should be addressed to the Live @ Edu Business Desk with a copy sent to the legal department.

Microsoft Live@edu Terms of Use