Microsoft License

END USER LICENSE TERMS

TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

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 the SpinUp Affiliate you have contracted with (hereinafter referred to as “SpinUp”). SpinUp does not own the Products and the use thereof is subject to certain rights and limitations of which SpinUp must inform you. Your right to use the Products is subject to the terms of your agreement with SpinUp, and to your understanding of, compliance with, and consent to the following terms and conditions, which SpinUp does not have authority to vary, alter, or amend.

1. DEFINITIONS

  • “Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
  • “Device” means 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” means an individual or legal entity that obtains Software Services directly from SpinUp, or indirectly through a Software Services Reseller.
  • “Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
  • “Software Services” means services that SpinUp provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. SpinUp 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 SpinUp 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 SpinUp from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other 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. 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 SpinUp and the terms under this document, and only in connection with the Software Services, provided to you by SpinUp. 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 SpinUp, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with SpinUp and this document and/or your agreement with SpinUp.

5. COPIES

You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by SpinUp; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with SpinUp, upon notice from SpinUp or upon 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

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, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole 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 SpinUp.

8. TERMINATION

Without prejudice to any other rights, SpinUp may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with SpinUp or SpinUp’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with SpinUp.

9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT

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

10. PRODUCT SUPPORT

Any support for the Software Services is provided to you by SpinUp or a third party on SpinUp’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.

11. NOT FAULT TOLERANT

The Products are not fault-tolerant and 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, or to severe physical or environmental damage (“High Risk Use”).

12. EXPORT RESTRICTIONS

The Products are subject to U.S. export jurisdiction. SpinUp must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see www.microsoft.com/exporting/.

13. LIABILITY FOR BREACH

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

14. INFORMATION DISCLOSURE.

You must permit SpinUp to disclose any information requested by Microsoft under the SpinUp’s Agreement. Microsoft will be an intended third party beneficiary of your agreement with SpinUp, with the right to enforce provisions of your agreement with SpinUp and to verify your compliance.