Last modified: November 17, 2022 (see previous version)
Customer's use of the Microsoft products, which may include associated media, printed materials, and "online" or electronic documentation (individually and collectively, "Microsoft Products"), provided by Google in conjunction with the applicable Services is subject to the following terms and conditions.
- Additional Terms. Google does not own the Microsoft Products and the use thereof is subject to certain rights and limitations of which Google must inform Customer. Customer's right to use the Microsoft Products is subject to the terms of the Agreement, and to Customer's understanding of, compliance with, and consent to the following terms and conditions, which Google does not have authority to vary, alter, or amend.
- "Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
- "Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," server or other electronic device.
- "Server Software" means software that provides services or functionality on a computer acting as a server.
- "Software Documentation" means any end user document included with server software.
- "Software Services" means services that Google provides to Customer that make available, display, run, access, or otherwise directly or indirectly interact, with the Microsoft Products.
- "Redistribution Software" means the software described in Section 5 (Use of Redistribution Software) below.
- Ownership of Microsoft Products. The Microsoft Products are licensed to Google from an affiliate of the Microsoft Corporation (collectively "Microsoft"). All title and intellectual property rights in and to the Microsoft Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Microsoft Products) are owned by Microsoft or its suppliers. The Microsoft Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Customer's possession, access, or use of the Microsoft Products does not transfer any ownership of the Microsoft Products or any intellectual property rights to Customer. Customer may not remove, modify, or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Products.
- Use of Client Software. Customer may use the Client Software installed on Customer Devices by Google only in accordance with the instructions, and only in connection with the services, provided to Customer by Google. 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 Customer's use of the Client Software.
- Use of Redistribution Software. In connection with the services provided to Customer by Google, Customer may have access to certain Microsoft "sample," "redistributable" and/or software development ("SDK") software code and tools (individually and collectively "Redistribution Software"). CUSTOMER MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS CUSTOMER EXPRESSLY AGREES TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ("SPUR") APPLICABLE TO GOOGLE, WHICH TERMS MUST BE PROVIDED TO CUSTOMER BY GOOGLE. Microsoft does not permit Customer to use any Redistribution Software unless Customer expressly agrees to and complies with such additional terms, as provided to Customer by Google.
- The SQL Server Web Edition software may be used only to support public and Internet accessible Web pages, Web sites, Web applications and Web services. It may not be used to support line of business applications (e.g., Customer Relationship Management, Enterprise Resource Management and other similar applications).
- Copies. Customer may not make any copies of the Microsoft Products; provided, however, that Customer may (a) make one copy of Client Software on Customer Device as expressly authorized by Google; and (b) Customer may make copies of certain Redistribution Software in accordance with Section 5 (Use of Redistribution Software). Customer must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of the Agreement, upon notice from Google or upon transfer of Customer Device to another person or entity, whichever occurs first. Customer may not copy any printed materials accompanying the Microsoft Products.
- Limitations on Reverse Engineering, Decompilation and Disassembly. Customer may not reverse engineer, decompile, or disassemble the Microsoft Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
- No Rental. Customer may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Microsoft Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Microsoft Products except for the sole purpose of accessing the functionality of the Microsoft Products in the form of software services in accordance with the terms of this Addendum and the Agreement.
- Termination. Without prejudice to any other rights, Google may terminate Customer's rights to use the Microsoft Products if Customer fails to comply with the terms and conditions in this Section (Microsoft Products). In the event of termination or cancellation of the Agreement or Google's agreement with Microsoft under which the Microsoft Products are licensed, Customer must stop using and/or accessing the Microsoft Products, and destroy all copies of the Microsoft Products and all of their component parts.
- No Warranties, Liabilities or Remedies by Microsoft. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY GOOGLE AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.
- Microsoft Product Support. Any support for the Microsoft Products is provided to Customer by Google and is not provided by Microsoft, its affiliates or subsidiaries.
- Not Fault Tolerant. THE MICROSOFT PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE MICROSOFT PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
- Liability for Breach. In addition to any liability Customer may have to Google, Customer agrees that Customer will also be legally responsible directly to Microsoft for any breach of the terms and conditions of this Section (Microsoft Products).
- Provision of Information to Microsoft. Customer acknowledges that Google will provide Customer's billing country and state/province information to Microsoft. At Microsoft's request, Google may provide Microsoft the Reseller's or Partner's company name and address.
- Third-Party Beneficiary. Microsoft is an intended third party beneficiary of the Agreement, with the right to enforce the Agreement's provisions and verify Customer's compliance.
- Use of Subdistributors. Resellers and Partners may only use two levels of subdistributors when reselling the applicable Services that include the Microsoft Products.