Microsoft Credentials Program Agreement
Please read this Microsoft Credentials Program Agreement (the “Agreement”) carefully. This Agreement is by and between you (“you” or “your”) and Microsoft Corporation, a Washington Corporation located at One Microsoft Way, Redmond, WA, 98052, USA together with its affiliates (“Microsoft”) regarding your participation in the Microsoft Credentials Program (the “Program”).
BY REGISTERING FOR OR TAKING A MICROSOFT EVALUATION YOU AFFIRM THAT YOU ARE OF LEGAL AGE IN YOUR JURISDICTION TO ENTER INTO AN AGREEMENT WITH MICROSOFT, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE HEREIN AND YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED THE MICROSOFT PRIVACY STATEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE HEREIN, YOU CANNOT PARTICIPATE IN THE PROGRAM AND YOU SHOULD NOT CLICK THE CHECKBOX, REGISTER, OR TAKE THE EVALUATION. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE CHECKBOX, REGISTER, OR TAKE THE EVALUATION, AS APPLICABLE.
In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Microsoft hereby agree as follows:
Program Overview. The Program’s goal is to provide eligible participants with opportunities to earn (and, as applicable, maintain and renew) Microsoft Credentials. “Microsoft Credentials” means, collectively, the credentials listed at https://learn.microsoft.com/en-us/credentials/browse/ or any successor site thereto (as updated from time to time, “Certifications” or “Applied Skills”). Upon entering into this Agreement and for the duration of the Term (as defined below), you will be eligible to enroll in and take the Program-designated Exams and Assessments (“Evaluations”) for Microsoft Credentials and, subject to you passing any applicable required Evaluations and complying with any applicable Credential-Specific Requirements (as defined below), and provided that Microsoft has not discontinued the applicable Microsoft Credential, earn, maintain and renew (as applicable) Microsoft Credentials. Evaluations applicable to Applied Skills are herein referred to as “Assessments” and Evaluations applicable to Certifications are herein referred to as “Exams”. You will only seek to take Evaluations or earn, maintain, or renew Microsoft Credentials for so long as you meet the eligibility criteria set forth in Section 1. This Agreement hereby incorporates by reference the Exam and Assessment policies and procedures (the “Evaluation Policies”) set forth at https://learn.microsoft.com/en-us/credentials/certifications/certification-exam-policies (in each case, or any successor site thereto and as updated form time to time). Such Microsoft Credential-specific requirements and the Evaluation Policies are collectively referred to as the “Credential-Specific Requirements”. As used herein, “Holding” (or to “Hold” or have “Held”) a Microsoft Credential at any time during the Term means that, with respect to such Microsoft Credential, you have passed all applicable required Evaluations and are then in compliance with all applicable Credential-Specific Requirements (including with respect to maintenance and renewal), and Microsoft has not discontinued such Microsoft Credential. For clarity, participation in the Program includes any or all of: accessing and using Program Content (as defined below), scheduling and taking Evaluations, receiving a Transcript, Holding, using, or disclosing any Microsoft Credentials, and receiving a certificate or Verified Credential (as defined below). Your use of Microsoft Learn in connection with the Program is governed by the terms of use referenced within the Microsoft Learn website. You acknowledge that Microsoft may contact you in connection with the Program. You acknowledge that Microsoft Learn may require the payment of registration fees for Evaluations.
Changes. Microsoft may change this Agreement (including the Credential-Specific Requirements) from time to time by notifying you of such changes by any reasonable means. Any such changes will not apply to any dispute between you and Microsoft arising prior to the date on which Microsoft posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your participation in the Program following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement (including the Credential-Specific Requirements) was last changed. Microsoft may, at any time and without liability, modify or discontinue all or part of the Program, including Microsoft Credentials, Program Content and their availability, and Credential-Specific Requirements at any time without liability to you or any third party. Notwithstanding anything to the contrary herein, in the event Microsoft adds new requirement(s) to the Credential-Specific Requirements for a Microsoft Credential that you Hold at the time of such modification, your failure to comply with such new requirements will not result in your loss of the applicable Microsoft Credential until three (3) calendar months after the date that Microsoft added such requirement(s) to the applicable Credential-Specific Requirements.
Transcripts. You can track the Microsoft Credentials that you Hold, including Microsoft Credentials that have expired, through the Program transcript available in your https://review.learn.microsoft.com/en-us/credentials/certifications/manage-certification-profile (the “Transcript”). While Microsoft makes efforts to maintain the timeliness and accuracy of Transcripts, it does not guarantee that Transcripts are or will remain updated, complete, or correct, or that access to Transcripts will be uninterrupted. You are responsible for periodically reviewing your Transcript to ensure it accurately reflects the Microsoft Credentials you Hold at any given time. If you believe your Transcript is inaccurate, you have up to one (1) year from the date you passed the last Evaluation necessary to Hold the applicable Microsoft Credential(s) to submit a request to Microsoft for evaluation of your fulfillment of such Microsoft Credential(s). Transcripts, together with Evaluations and any content that you are eligible to access or receive as a Program participant are collectively referred to as “Program Content”.
Suppliers. Participation in certain elements of the Program may require you to engage with and/or remit fees to third party Evaluation providers (“Suppliers”). Any such interactions may be subject to and governed by the terms, conditions, rules, and policies of the applicable Supplier(s) (“Supplier Terms”), and you acknowledge that certain aspects or benefits of Program may not be available unless you agree to the applicable Supplier Terms. To the extent Supplier Terms grant you any rights or licenses to particular content owned or controlled by Supplier (such content, the “Supplier Content”), such Supplier Content is governed solely by, and your rights and licenses in and to such Supplier Content are solely as set forth in, the applicable Supplier Terms. Except regarding Supplier Content and notwithstanding anything to the contrary in any Supplier Terms, your participation in the Program is governed by this Agreement (including the Credential-Specific Requirements). WITHOUT LIMITATION TO SECTION 7(C), MICROSOFT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUPPLIER CONTENT AND SUPPLIERS’ ACTS OR OMISSIONS.
Use and Ownership of Program Assets.
a) Licensed Content. Subject to your compliance with the terms and conditions of this Agreement, Microsoft hereby grants to you a revocable, worldwide, fully paid-up, royalty-free, non-transferable, non-sublicensable, non-exclusive license to use Program Content excluding Supplier Content (“Licensed Content”) during the Term, solely in unaltered form and solely for purposes of participating in the Program. The license granted in this Section 5(a) is conditioned on you taking any and all steps reasonably necessary to ensure the confidentiality and security of Program Content and to protect the intellectual property rights of Microsoft in and to Program Content.
b) Restrictions. You will not, and will not allow any other person or entity to:
(i) record, modify, alter or create derivative works of Licensed Content;
(ii) distribute, copy, display, publish, summarize, photograph, record, download, transmit or post Licensed Content or any other Evaluation Related Information (as defined below);
(iii) work around any technical limitations or restrictions in Licensed Content;
(iv) sublicense, assign, distribute, publish, transfer or otherwise make Licensed Content available to third parties;
(v) attempt to discover any trade secrets related to Licensed Content or any proprietary materials of Microsoft;
(vi) access or use Licensed Content in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property or proprietary right or other right of any third party or that is otherwise unlawful;
(vii) make any representations, warranties or promises on behalf of Microsoft or its suppliers; or (viii) use Licensed Content for any purpose other than that explicitly permitted under this Agreement.c) Use of Microsoft Credentials; Publicity. You may not issue any press releases or other public announcements or make any other disclosures relating to this Agreement, the Program, Microsoft Credentials or Program Content (including your participation in or access or use of any of the foregoing) without the prior written approval of Microsoft, except that you may disclose your Transcript, certificate, Microsoft Credentials, and transcript for a single Microsoft Credential (“Verified Credential”) that you Hold (as reflected on your Transcript at the time of such disclosure), subject to the terms of this Agreement (including this Section 5(c)). Without limiting the foregoing, you may not advertise, promote, imply, or suggest in any manner that you are employed by, affiliated with, endorsed, or sponsored by Microsoft except to state that you have successfully completed all requirements for the particular Microsoft Credential(s) that you Hold at the time of such statement. During the term of this Agreement, you will insert the following language in each contract under which you provide services involving Microsoft technologies:
“Microsoft is not a party to this agreement and Microsoft will have no liability whatsoever with respect to the services that are the subject of this contract. Any Microsoft Credential indicates that I have successfully completed the requirements for the corresponding Microsoft Credential. The services I provide are not endorsed or sponsored by Microsoft.”
Some states, countries and regions regulate the use of the term “engineer”; you will comply as applicable with any such laws in the event you Hold any Microsoft Credentials that use the term “engineer” in title or description.
You may not use, disclose, or reproduce any Microsoft Credential in any manner whatsoever other than as expressly set forth in this Agreement. You will ensure that your use of Microsoft Credentials does not, and you will not take any action that may derogate from, interfere with, or diminish Microsoft’s rights in any Microsoft Credentials or damage Microsoft’s reputation or goodwill in any Microsoft Credentials. You will not use the Microsoft Credentials in a way that may cause confusion about whether any products or services you offer are Microsoft products or services. You will not misrepresent your Microsoft Credential status. If Microsoft suspects that you have misrepresented or fraudulently presented your Microsoft Credential status or your Transcript, Microsoft will notify you of such misrepresentation or fraud and you will immediately cease disclosure of your Microsoft Credential status or your Transcript, as applicable.
d) MC ID. Microsoft may assign a unique Microsoft Certification ID number (“MC ID”) that will be used to identify you as a Program participant. This unique MC ID belongs to Microsoft, and you may only use the MC ID assigned to you during the Term. Your MC ID is for your use only and should be kept confidential; you, and not Microsoft, are responsible for any use or misuse of your MC ID, and you must promptly notify Microsoft of any confidentiality breach or unauthorized use of your MC ID.
e) Ownership. All rights not expressly granted herein are reserved by Microsoft. As between you and Microsoft, Microsoft owns all rights, title, and interests, including all intellectual property rights, in and to the Program Content and Microsoft Credentials, and any associated goodwill. The Program Content and Microsoft Credentials are the valuable property of Microsoft and its licensors and are protected by copyright and other intellectual property laws and treaties. All trade names, trademarks, service marks and logos on or in Program Content or Microsoft Credentials that are not owned by Microsoft are the property of their respective owners. Nothing contained on or in the Program Content or Microsoft Credentials or herein should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. Microsoft is the sole beneficiary of the goodwill associated with your use of the Microsoft Credentials.
f) Feedback. You may provide suggestions, comments or other feedback to Microsoft about the Program, Program Content, Microsoft Credentials, or any element of the foregoing (including in response to surveys, focus groups, or other research inquiries from Microsoft) (“Feedback”). You hereby grant to Microsoft a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, offer for sale, and import any Feedback that you provide into any of Microsoft’s products and services and any natural evolutions thereof.
Evaluation Conduct; Evaluation Policies. You will not participate in any behavior that could compromise the confidentiality or results of any Evaluation. You acknowledge and agree that Evaluation proctors (if any) are authorized by Microsoft to, and may, take immediate and appropriate measures against you (including restricting your ability to take future Evaluations) if you violate any Evaluation Policies or rules. Without prejudice to any other remedies, Microsoft may, in its sole discretion, prohibit you from taking any Evaluation and/or invalidate your Evaluation results if Microsoft believes you violated this Agreement (including the Credential-Specific Requirements) or engaged in any misconduct (whether or not such misconduct is identified in the applicable Evaluation Policies); in the event of any such prohibition or invalidation, Microsoft will not be obligated to refund any Evaluation-related fees. You are solely responsible for complying with all applicable Evaluation Policies (including any retake policies). If you believe your Evaluation score is inaccurate, you have up to the time set forth in the applicable Evaluation Policies to challenge that score.
Representations and Warranties. a) Mutual Representations and Warranties. Each party represents and warrants that:
(i) it has full power to enter into this Agreement and perform its obligations hereunder; and
(ii) upon your entering into this Agreement, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.b) Your Representations and Warranties. You additionally represent and warrant that:
(i) you will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of Microsoft or the image, reputation or validity of the Program or any Evaluations or Microsoft Credentials;
(ii) you will avoid deceptive, misleading and unethical practices in connection with the Program (including in connection with Microsoft Credentials);
(iii) your participation in the Program will not infringe, misappropriate or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law;
(iv) you will promptly notify Microsoft if you experience a breach or other system failure that reasonably indicates any Program Content or your MC ID have been accessed by an unauthorized third party or otherwise modified or corrupted;
(v) you will not participate in any behavior that could compromise the confidentiality or results of any Evaluation;
(vi) you have and will comply with all applicable Credential-Specific Requirements, laws, rules and regulations in participating in the Program;
(vii) you will not make any representations, warranties or guarantees to any party on behalf of Microsoft; and
(viii) you will not misrepresent your Microsoft Credential status, association with Microsoft partners or any other relationship with Microsoft.c) Disclaimer of Representations and Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM, MICROSOFT CREDENTIALS, PROGRAM CONTENT, MS IDS AND MICROSOFT’S ACTIVITIES UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS,” “WHERE IS” BASIS AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(A), MICROSOFT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PROGRAM, MICROSOFT CREDENTIALS, PROGRAM CONTENT, MS IDS AND SUPPLIERS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. MICROSOFT DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS. WITHOUT LIMITATION TO THE FOREGOING, MICROSOFT DOES NOT GUARANTEE THAT YOU WILL PASS ANY EVALUATION EVEN IF YOU HAVE COMPLETED THE MICROSOFT-RECOMMENDED TRAININGS OR EXPERIENCES (IF ANY) PRIOR TO TAKING SUCH EVALUATION. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH MICROSOFT AND THE MICROSOFT PARTIES (DEFINED BELOW) AND ITS AND THEIR SUCCESSORS AND ASSIGNS.
Indemnification. a) Indemnity. You agree to defend, indemnify and hold harmless Microsoft and its officers, directors, employees, agents, affiliates, successors, assigns and customers (collectively, the “Microsoft Parties”) from and against any and all losses, damages, liabilities and costs (including reasonable attorneys’ fees) resulting from any third-party claims, suits, demands or proceedings (collectively, “Claims”) arising out of, in connection with or related to:
(i) any actual or alleged breach by you of your representations, warranties, covenants or other obligations hereunder; (ii) your participation in the Program;
(iii) your use of (including any attempt to Hold) any Microsoft Credential in a manner which does not comply with the terms of this Agreement; or
(iv) the performance, promotion, sale or distribution of your services.b) Indemnification Procedures. In the event a Microsoft Party seeks indemnification from you under Section 8(a), Microsoft will promptly notify you in writing of the Claim(s) brought against Microsoft for which it seeks indemnification and, at Microsoft’s discretion, permit you, through counsel acceptable to Microsoft to answer and defend such Claim. You may not settle any Claim on Microsoft’s behalf without first obtaining Microsoft’s written permission, which will not be unreasonably withheld, and you will not publicize the settlement without Microsoft’s prior written permission. Microsoft reserves the right, at its option, to assume full control of the defense of such Claim with legal counsel of its choice. If it so undertakes, any settlement of such Claim requiring payment from you will be subject to your prior written approval. You will reimburse Microsoft upon demand for any expenses reasonably incurred by Microsoft in defending such a Claim, including, without limitation, attorneys’ fees and costs, as well as any judgment on or settlement of the Claim in respect to which the foregoing relates.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT TO FIVE THOUSAND DOLLARS ($5,000) AND IN NO EVENT WILL MICROSOFT OR THE MICROSOFT PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT. THESE EXCLUSIONS WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, REGARDLESS OF WHETHER APPLICATION OF THESE EXCLUSIONS CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE, AND EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PROGRAM IS TO STOP PARTICIPATING IN THE PROGRAM. THIS SECTION 9 WILL NOT APPLY TO MICROSOFT’S LIABILITY ARISING OUT OF:
(i) VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT OBLIGATIONS RELATED TO LEARNER PERSONAL DATA (DEFINED BELOW)); OR
(ii) WILLFUL MISCONDUCT.Confidentiality.
a) Each party will take reasonable steps to protect the other’s Confidential Information (as defined below) and will use the other party’s Confidential Information only for purposes of this Agreement. Neither party will disclose the other party’s Confidential Information to third parties, except that:
(i) Microsoft may disclose your Confidential Information to Suppliers and Microsoft’s employees, affiliates, contractors, advisors, and consultants (collectively, “Representatives”) on a need-to-know basis; and
(ii) a party may disclose the other party’s Confidential Information if required by law, but only after it notifies such other party (if legally permissible) to enable such other party to seek a protective order.b) Microsoft is not required to restrict work assignments of its Representatives who have had access to Confidential Information. The parties acknowledge and agree that neither party can control information the other party may disclose in the course of the Program, or what Microsoft’s respective Representatives may remember, even without notes or other aids. You agree that the use of information retained in Representatives’ unaided memories in the provision of the Program or any components thereof does not create liability under this Agreement or trade secret law, and agree to limit what you disclose to Microsoft accordingly.
c) Except as expressly permitted herein, neither party will use or disclose the other’s Confidential Information for five (5) years after receipt of such information. The five (5) year time period does not apply if applicable law requires a longer period.
d) As used herein, “Confidential Information” means non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including the terms of this Agreement. For clarity, Confidential Information includes Program Content (including Evaluation tasks, questions, answers, computations, diagrams, drawings, worksheets, lab environments and other content and Evaluation Related information (collectively, “Evaluation Related Information”)) and Program communications. Confidential Information does not include information that:
(i) becomes publicly available without a breach of this Agreement;
(ii) the receiving party received lawfully from another source without a confidentiality obligation; or
(iii) is independently developed.Personal Data. You acknowledge that Microsoft may use, collect or disclose your personal data in connection with the Program as described in Microsoft’s Privacy Statement (available at https://privacy.microsoft.com/en-US/privacystatement or any successor thereto) or as otherwise disclosed to you. For any questions regarding Microsoft’s use of your personal data and to access any data subject rights that may be available, you can contact Microsoft by using the Microsoft webform (available at https://www.microsoft.com/en-us/concern/privacy or any successor thereto).
Term and Termination.
a) Term. This Agreement begins on the date on which you click the checkbox or otherwise register for or take an Evaluation and will continue in effect until the earliest of:
(i) termination pursuant to Section 12(b);
(ii) the date on which you cease to have a Microsoft Learn profile;
(iii) the date on which you cease to Hold any Microsoft Credentials and are no longer eligible to earn Microsoft Credentials; and
(iv) the date on which Microsoft ceases to make the Program available (the “Term”).b) Termination. Microsoft may terminate this Agreement at any time:
(i) if you are in material breach of any provision of this Agreement (including the Credential-Specific Requirements) other than Sections 5, 6, 8 or 10, and you fail to cure that breach within thirty (30) days after receipt of written notice from Microsoft thereof; or
(ii) immediately upon written notice if: (A) you breach Sections 5, 6, 8 or 10 of this Agreement (B) a government agency or court finds that any services you provided in relation to the Microsoft technologies to which any of your (then-currently or previously Held) Microsoft Credentials relates are defective in any way; or (C) in Microsoft’s sole reasonable discretion, immediate termination is required (e.g., to prevent your further fraud or abuse of the Program, to prevent your further misconduct that could diminish or compromise the security or integrity of the Program or to comply with government mandates or orders). In addition, either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the other party.c) Effect of Termination. Upon expiration or termination of this Agreement for any reason:
(i) your right to participate in the Program, take Evaluations, access or utilize Program Content and Hold Microsoft Credentials will automatically cease, and you will automatically be “decertified” and lose any Microsoft Credentials that you Hold at the time of such expiration or termination
(ii) Microsoft may, without liability to you or any third party, immediately deactivate, delete or otherwise remove your access to Program Content and your MC ID, without any obligation to provide any further access thereto; and
(iii) you will promptly return or destroy all full or partial copies of the Program Content in your possession or under your control. For clarity, upon expiration or termination of this Agreement for any reason, you will not identify yourself as participating in the Program or Holding (and will not otherwise use) any Microsoft Credentials. If this Agreement is terminated by Microsoft for cause, Microsoft may, in its sole discretion, prohibit you from re-entering into this Agreement and participating in the Program in the future.d) Survival. The provisions of this Agreement that, by their terms, require performance after the Term or have application to events that may occur after the Term, will survive the expiration or termination of this Agreement. Without limiting the foregoing, all of your confidentiality and indemnity provisions and all restrictions on the use of Microsoft Credentials and Program Content will survive the expiration or termination of this Agreement.
Miscellaneous.
a) Export Compliance. The parties acknowledge that Program Content may be subject to U.S. and other countries’ export jurisdiction. You must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, as well as end-user, end use and destination restrictions by U.S. and other governments. For additional information, see https://www.microsoft.com/en-us/exporting.
b) Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, and agreements, whether oral or written, and all communications between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. In the event of any conflict between the terms of this Agreement and the Credential-Specific Requirements, the terms of the Credential-Specific Requirements will control solely to the extent of the inconsistency and solely with respect to the applicable Microsoft Credential.
c) Assignment. You may not assign, transfer, or sublicense any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise.
d) Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
e) No Exclusivity. Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Microsoft technology.
f) Relationship of the Parties; Non-Microsoft Technology. You will not, by virtue of this Agreement, have any right, power, or authority to act or create any obligation, express or implied, or to make any representation or warranty, on behalf of the Microsoft or to bind Microsoft in any respect whatsoever. For clarity, nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Microsoft technology.
g) Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) must be in writing and:
(i) in the case of Notices to Microsoft, addressed to Microsoft at the address set forth in the first paragraph of this Agreement; and
(ii) in the case of Notices to you, posted to Microsoft Learn or sent to your email address (or to such other address that may be designated by the party receiving Notice from time to time in accordance with this Section 13(g)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (y) upon receipt by the receiving party and (z) if the party giving the Notice has complied with the requirements of this Section 13(g).h) Waiver; Severability. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
i) Microsoft Contracting Entity: The Microsoft contracting entity for this Agreement is determined by the country or region where you are located. See details below:
i. The Microsoft entity for the following countries or regions is indicated below: Anguilla, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and Virgin Islands (U.S.):
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052 USAii. The Microsoft entity for the following countries or regions is indicated below: Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of São Tomé and Príncipe, Democratic Republic of the Congo, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, North Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cabo Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Türkiye, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia and Zimbabwe:
Microsoft Ireland Operations Limited
The Atrium, Block B, Carmenhall Road
Sandyford Industrial Estate
Dublin, 18, Irelandiii. The Microsoft entity for the following countries or regions is indicated below: Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong Special Administrative Unit, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao Special Administrative Unit, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam:
Microsoft Regional Sales Corporation
438B Alexandra Road #04-09/12
Block B, Alexandra Technopark
Singapore 119968iv. The Microsoft entity for Japan is:
Microsoft Japan Company, Limited
Shinagawa Grand Central Tower
2-16-3, 2 Konan, Minato-ku,
Tokyo 108-0075
Japanv. The Microsoft entity for Taiwan is:
Microsoft Taiwan Corporation
8F, No 7, Sungren Rd.
Shinyi Chiu, Taipei
Taiwan 110vi. The Microsoft entity for the People’s Republic of China is:
Microsoft (China) Company Limited6F Sigma Center
No. 49 Zhichun Road Haidian District
Beijing 100080, P.R.Cvii. The Microsoft entity for the Republic of Korea is:
Microsoft Korea, Inc.
5th Floor, West Wing
POSCO Center
892 Daechi-Dong Gangnam-Gu
Seoul, 135-777, Koreaj) Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction.
i. Generally: Except as provided in Section 13(j)(ii), the laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties’ consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties’ consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
ii. Other terms: If your principal place of business is in one of the countries or regions listed below, the corresponding provision applies and supersedes Section 13(j)(i) to the extent that it is inconsistent:
A. If your principal place of business is in Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao SAR, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, this Agreement is construed and controlled by the laws of Singapore.
B. If your principal place of business is in Australia or its external territories, Brunei, Malaysia, New Zealand, or Singapore, you consent to the non-exclusive jurisdiction of the Singapore courts.
C. If your principal place of business is in Bangladesh, Bhutan, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao SAR, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, any dispute related to this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration in Singapore according to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). The SIAC Arbitration Rules are incorporated by this reference into the Agreement. The Tribunal will consist of one arbitrator appointed by the Chairman of SIAC. The language of the arbitration will be English. The arbitrator’s decision will be final, binding and incontestable and may be used as a basis for judgment thereon in Bangladesh, India, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam (as appropriate), or elsewhere.
D. If your principal place of business is in Japan, the following applies: The Agreement will be construed and controlled by the laws of Japan. You consent to exclusive original jurisdiction and venue in the Tokyo District Court. The prevailing party in any action related to this Agreement may recover its reasonable attorneys’ fees, costs, and other expenses.
E. If your principal place of business is in Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of São Tomé and Príncipe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, North Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cabo Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Türkiye, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:
The Agreement is governed by and construed according to the laws of Ireland. You consent to the jurisdiction of and venue in the Irish courts in all disputes relating to this Agreement.
F. If your principal place of business is in the People’s Republic of China, the following applies. For purpose of this Agreement, the People’s Republic of China does not include Hong Kong SAR, Macao SAR, or Taiwan:
The Agreement will be construed and controlled by the laws of the People’s Republic of China. You consent to submit any dispute relating to the Agreement and any addendum to binding arbitration. The arbitration will be at the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) according to its then current rules.
G. If your principal place of business is in Colombia or Uruguay, the following applies:
All disputes, claims, or proceedings between the parties relating to the validity, construction or performance of this Agreement will be settled by arbitration. The arbitration will be according to the UNCITRAL Arbitration Rules as presently in force. The appointing authority will be the International Chamber of Commerce (“ICC”) acting according to the rules adopted by the ICC for this purpose. The place of arbitration will be Seattle, Washington, U.S.A. There will only be one arbitrator. The award will be in law and not in equity and will be final and binding on the parties. The parties hereto irrevocably agree to submit all matters and disputes arising in connection with this Agreement to arbitration in Seattle, Washington, U.S.A.
H. If your principal place of business is in Republic of Korea, the following applies: The Agreement will be construed and controlled by the laws of Republic of Korea. You consent to the exclusive original jurisdiction and venue in the Seoul Central District Court. The prevailing party in any action to enforce a right or remedy under this Agreement or to interpret a provision of this Agreement will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.
I. If your principal place of business is in Taiwan, the following applies:
The terms of this Agreement will be governed by and construed according to the laws of Taiwan. The parties hereby 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.
k) No Third-Party Beneficiaries. This Agreement does not create or confer any legal or equitable right, benefit or remedy upon any person or entity other than the parties. No person or entity will be deemed a third-party beneficiary under or by reason of this Agreement.
l) Headings; Construction. The section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. Unless qualified by words such as “only” or “solely,” the terms “including,” “e.g.” or similar words in this Agreement are deemed to be followed by the words “without limitation.”