Microsoft Terms

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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 DiaMatrix, or indirectly through a Software Services Reseller.
• “Microsoft” means the Microsoft Corporation or its affiliate as the context indicates.
• “Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
• “Software Services” means services that DiaMatrix provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. DiaMatrix must provide these services from data centre(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not DiaMatrix 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 DiaMatrix from an affiliate of 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 DiaMatrix and the terms under this document, and only in connection with the Software Services, provided to you by DiaMatrix. 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 DiaMatrix, 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 terms of your agreement with DiaMatrix and this document. Your agreement with DiaMatrix may include terms specifically applicable to all or some of the Redistribution Software.

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 DiaMatrix; and (b) you may make copies of certain Redistribution Software in accordance with clause 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 DiaMatrix, upon notice from DiaMatrix 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, distribute or resell 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 DiaMatrix.

8. Termination
Without prejudice to any other rights, DiaMatrix 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 DiaMatrix or DiaMatrix’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 DiaMatrix.

9. No Warranties, Liabilities or Remedies
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.

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

DiaMatrix will not be liable to you or to any third party for any direct, indirect, incidental, special or consequential damages relating to or arising from the use of the Products or Software Services.

10. Product Support
Any support for the Software Services is provided to you by DiaMatrix or a third party on DiaMatrix’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 of U.S. origin for purposes of U.S. export control laws. You agree to 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 http://www.microsoft.com/exporting/.

13. Liability For Breach
In addition to any liability you may have to DiaMatrix, 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 DiaMatrix, as you hereby do, to disclose any information requested by Microsoft under the DiaMatrix’s Agreement with Microsoft. Microsoft will be an intended third party beneficiary of your agreement with DiaMatrix, with the right to enforce provisions of your agreement with DiaMatrix and to verify your compliance.