Microsoft SPLA End User License Terms

Service Provider License Agreement Terms

Overview

This document governs the use of Microsoft software, which may include associated software, media, printed materials, and "online" or electronic documentation (individually and collectively, "Products") provided by SYNAPSECOM (hereinafter referred to as "Customer").

Important Notice

Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.

1. Definitions

The following terms shall have the meanings set forth below:

Client Software: Software that is installed on a Device that allows the Device to access or utilize the Products.
Device: Each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," server or any other hardware where software can be installed that would allow End User to interact with the Product.
End User: An individual or legal entity that obtains Software Services directly from Customer, or indirectly through a Software Services Reseller.
Redistribution Software: The software described in Section 4 ("Use of Redistribution Software") below.
Software Services: Services that Customer provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Customer must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Customer receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.

2. Ownership of Products

The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively "Microsoft"). Microsoft Products are protected by copyright and other intellectual property rights.

Intellectual Property Rights

Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Products are owned by Microsoft or its suppliers.

Key Ownership Terms:

You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products
The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties
Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you

3. Use of Client Software

You may use the Client Software installed on your Devices only in accordance with:

Your agreement with Customer
The terms under this document
Only in connection with the Software Services provided to you by Customer

License Agreement Supersession

The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.

4. Use of Redistribution Software

In connection with the Software Services provided to you by Customer, you may have access to certain "sample," "redistributable" and/or software development software code and tools (individually and collectively "Redistribution Software").

Usage Rights:

You may use, copy and/or install the Redistribution Software only in accordance with:

The terms of your agreement with Customer
This document and/or your agreement with Customer

5. Copies

Permitted Copies:

You may not make any copies of the Products; provided, however, that you may:

Client Software: Make one copy of Client Software on your Device as expressly authorized by Customer
Redistribution Software: Make copies of certain Redistribution Software in accordance with Section 4

Termination Requirements:

Mandatory Destruction

You must erase or destroy all such Client Software and/or Redistribution Software upon:

Termination or cancellation of your agreement with Customer
Notice from Customer
Transfer of your Device to another person or entity

Whichever occurs first

You may not copy any printed materials accompanying the Products.

6. Limitations on Reverse Engineering, Decompilation and Disassembly

Legal Restrictions

You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

7. No Rental

You may not:

Rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party
Permit any third party to have access to and/or use the functionality of the Products

Exception:

The sole exception is for the purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Customer.

8. Termination

Customer Rights:

Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions.

Termination Procedures:

Immediate Action Required

In the event of termination or cancellation of your agreement with Customer or Customer's agreement with Microsoft under which the Products are licensed, you must:

Stop using and/or accessing the Products
Destroy all copies of the Products and all of their component parts
Complete within thirty (30) days of the termination

9. No Warranties, Liabilities or Remedies by Microsoft

Microsoft Disclaimer

Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services.

Important: Any warranties and liabilities are provided solely by Customer and not by Microsoft, its affiliates or subsidiaries.

10. Product Support

Support Responsibility:

Support Provider

Any support for the Software Services is provided to you by:

Customer, or
A third party on Customer's behalf

Support is NOT provided by Microsoft, its suppliers, affiliates or subsidiaries.

11. Not Fault Tolerant

Critical Limitations:

High Risk Use Prohibition

The Products are not fault-tolerant
The Products are not guaranteed to be error free or to operate uninterrupted
You must not use the Products in any application or situation where the Product(s) failure could lead to:
- Death or serious bodily injury of any person
- Severe physical or environmental damage ("High Risk Use")

12. Export Restrictions

Compliance Requirements:

Legal Compliance

The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including:

The U.S. Export Administration Regulations
The International Traffic in Arms Regulations
End-user, end-use and destination restrictions issued by U.S. and other governments

For additional information, visit: Microsoft Export Information

13. Liability for Breach

Dual Liability:

Legal Responsibility

In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

14. Information Disclosure

Disclosure Requirements:

You must permit Customer to disclose any information requested by Microsoft under the Customer's Agreement
Microsoft will be an intended third party beneficiary of your agreement with Customer
Microsoft has the right to:
- Enforce provisions of your agreement with Customer
- Verify your compliance