Microsoft Tag Beta Agreement
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN
YOU AND MICROSOFT CORPORATION. IF YOU AGREE
TO BE BOUND BY ALL THE TERMS AND CONDITIONS BELOW, CLICK THE “SIGNUP” BUTTON. BY CLICKING “SIGNUP” YOU ARE AGREEING ON YOUR
OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION TO THE TERMS AND CONDITIONS
STATED BELOW. IF YOU CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “SIGNUP”
AND YOU WILL NOT BE PERMITTED TO USE THE SERVICES.
Microsoft is offering a beta trial version of the Microsoft Tag system (the “Beta
Program”), which covers your use of Tags and related services. Through the Microsoft web site tag.microsoft.com (the “Tag
Web Site”), Microsoft provides you with the ability to create and use
Microsoft tags (“Tags”) and permission
to print or otherwise display them on your products, documentation, advertisements,
marketing materials, and other printed or digitally displayed content (“Your
Materials”). Tags can be scanned by mobile device users and such scanning
will cause the Microsoft Tag System to display information on their devices or cause
the device to take certain actions such as dialing a phone number, according to
the instructions you associate with the Tags you created. The instructions and information
provided by you is the “Tag Content”.
You may generate Tags for different end user experiences depending upon the type
of Tag Content that you want end users to receive. Subject to the terms in this Agreement, as this is a Beta Program, Microsoft
may add, remove, or change features of the Tags or services at any time.
TAG USE CONDITIONS AND LIMITATIONS
of Tags is under this Agreement is subject to the following conditions and limitations:
Once used, Tags should not be re-used for another purpose, campaign, or product.
Tags that are not placed in use may be reclaimed by Microsoft after a period of
· Limits. Microsoft may institute limits to the number of
Tags that can be created. These limits will not affect any Tags that have
already been issued for legitimate purposes.
· Content Subject Matter. You agree
to provide Tag Content for use with the services that is proper and related to subject
matter and/or context of the Tag.
· Rights. Subject to your compliance with the terms
of this Agreement, Microsoft grants to you a non-exclusive, personal, revocable,
limited license 1) to print, and distribute the Tags on Your Materials in order
for end users to scan such materials and 2) to use the Tag Web Site solely in conjunction
with the proper use of services and to generate Reports (as defined below). Microsoft
will, at all times, remain the owner of the Tags and the services.
PRINTING AND DISSEMINATION OF TAGS
print and disseminate a Tag on Your Materials, provided that you must comply with
all publishing guidelines provided by Microsoft relating to Microsoft Tag. These publishing guidelines are published on the Tag management website (http://tag.microsoft.com).
will provide you with online reporting information about use of the Tags affiliated
with Your Materials. You may create reports
based on the scanning and use of the Tags you created by end users (“Reports”),
provided that any copies or dissemination of the information in such reports will
contain an attribution to “Information Provided by Microsoft® Tag”. Microsoft may provide aggregated data in the Reports available in summary
analytics to third parties, without identifying you.
and services are currently offered as a beta, pre-release version only. In this Beta Program under this Agreement, Microsoft currently makes the
services and use of Tags available to you at no cost. Microsoft may elect to start charging
for the use of some or all Tag services at any time. Subject to the terms
of this Agreement, any Tags created and used under this Agreement and the Beta Program
will continue to function, at no cost, for a period of at least 2 years from the
date that Microsoft terminates the Beta Program. At the end of such 2 year
period, you may continue to use the Tags under the then-current terms offered by
Microsoft for Tags (if any), or you may discontinue your use of the Tags.
You will only be entitled to the continued free use of the standard beta service
and functionality that was made available as part of the Beta Program, and not any
future or additional new value-added features or services. Any future or additional
services, if provided, will be available under separate terms.
OTHER TERMS RELATING TO YOUR USE OF THE TAGS,
SERVICES, AND PROVISION OF TAG CONTENT
Specifically, you agree that you will not:
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· Abuse or misuse the Microsoft Tag
system, Tags, and related services.
· Defame, harass, stalk, threaten
or otherwise violate the legal rights (such as rights of privacy and publicity)
of Microsoft or others.
· Include in the Tag Content or Your
Materials, or provide a link to any web site or other material that contains, any
inappropriate, profane, hateful, adult, defamatory, obscene, indecent or unlawful
topic, name, material or information.
· Post, disclose or otherwise make
available, personally identifiable information of a third party in Tag Content,
unless you have permission to do so.
· Use any material or information
in any manner in Tag Content that infringes any copyright, trademark, patent, trade
secret, or other proprietary right of any party (including rights of privacy or
· Publish or disseminate Tag Content
not reasonably related to the context in which the Tag is published or printed. By way of example, and not as limitation, the Tag Content associated with
a Tag printed on a movie poster should reasonably relate to the movie or some aspect
of the movie.
· Violate any applicable laws, rules,
or regulations in your use of the Tags, services, and Tag Content.
· Provide false information in the
applications for Tags, your Account (as defined below) or the provision of Tag Content.
· Use any automated means, including,
without limitation, agents, robots, scripts or spiders, to access your Account (as
defined below), to monitor or copy any Tag, the services, or the content contained
therein, or bypass Microsoft's tools or services to interfere or attempt to interfere
with the proper working of the Microsoft Tag system or the services, or authorize
or instruct any third party to do so.
· Take any action that imposes an
unreasonably or disproportionately large burden on Microsoft's infrastructure, including
the Microsoft Tag system and the services, as determined by Microsoft in its discretion.
Microsoft does not validate or control your Tag Content
or take any responsibility for it. Microsoft may screen the Tag Content
and remove it in its sole discretion. Microsoft does not claim ownership of the
Tag Content or any other materials you provide to Microsoft. By providing and specifying
your Tag Content, you are granting Microsoft, its affiliated companies and necessary
sublicensees permission to use and display your Tag
Content in connection with the services, including the right to transmit the Tag
Content to the end users who scan a Tag associated with your Tag Content. You are solely responsible and liable for your Tag Content, and Microsoft
has no obligation or liability with respect to such Tag Content. Microsoft assumes
no responsibility for any costs incurred by users related to the delivery of Tag
Content to mobile devices.
Except as specifically permitted by the Agreement, you
may not modify, copy, distribute, transmit, display, reverse engineer, perform,
reproduce, publish, license, create derivative works from, transfer, or sell any
Tags, information, software, products or services obtained from the services. You
may not use the services in any manner that could damage, disable, overburden, or
impair any Microsoft server, or the network(s) connected to any Microsoft server,
or interfere with any other party's use and enjoyment of the services. You may not
attempt to gain unauthorized access to the services, other accounts, computer systems
or networks connected to any Microsoft server or to any of the services, through
hacking, password mining or any other means. You may not obtain or attempt to obtain
any materials or information through any means not intentionally made available
through the services.
You will comply with all laws and regulations applicable
to the sale and distribution of Your Materials and the Tag Content.
Microsoft reserves the right at all times to disclose any information to third parties
as Microsoft deems necessary to satisfy any applicable law, regulation, legal process
or governmental request, or to edit, refuse to post or to remove any information
or materials or content, in whole or in part, in Microsoft's sole discretion.
Upon notice to you, Microsoft may perform an on-site
audit of your use of the Tags or services to ensure that you are in compliance with
the terms and conditions of this Agreement.
Except as permitted in the publishing guidelines or attribution
to Microsoft provided with Reports, you will not: 1) associate yourself, your company,
or any of your products with Microsoft, or 2) use any Microsoft trademarks, logos,
slogans or any other trade symbols.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
See the Privacy
Statement and Windows Live ID Privacy Supplement
disclosures relating to the collection and use of your information.
MEMBER ACCOUNT, PASSWORD, AND SECURITY
The services and use of Tags require you to open an account
with the Microsoft Tag Web Site (“Account”) and sign up with Windows
Live ID. You are responsible for your compliance with the Windows Live ID terms
us with current, complete and accurate information as prompted by the registration
form. You also will choose a password and a user name for both Microsoft Tag and
Windows Live ID. You are entirely responsible for maintaining the confidentiality
of your passwords and Accounts. Furthermore, you are entirely responsible for any
and all activities that occur under your Accounts. You agree to notify Microsoft
immediately of any unauthorized use of your Accounts or any other breach of security.
Microsoft will not be liable for any loss that you may incur as a result of someone
else using your passwords or Accounts, either with or without your knowledge. However,
you could be held liable for losses incurred by Microsoft or another party due to
someone else using your Accounts or passwords. You may not use anyone else's Account
at any time without the permission of the Account holder.
If you give feedback about the Microsoft Tag system,
Tags or other services to Microsoft, you give to Microsoft, without charge, the
right to use, share and commercialize your feedback in any way and for any purpose.
You also give to third parties, without charge, any patent rights needed for their
products, technologies and services to use or interface with any specific parts
of a Microsoft software or service that includes the feedback. You will not give
feedback that is subject to a license that requires Microsoft to grant any rights
or make any payments to third parties because the feedback was incorporated into
our software, documentation or other products. These rights survive
You warrant and represent that any and all
information that you provide to Microsoft in signing up for the Beta Program, including
signing up for a Windows LiveID, is truthful, accurate,
and in compliance with the terms of this Agreement.
You represent, covenant and warrant to Microsoft that:
1) the Tag Content is accurate, complete and current, and you are fully authorized
to provide the Tag Content and to authorize Microsoft to provide the Tag Content
to end users; and 2) the Tag Content, and any Web site linked to from your Tag Content
(A) complies with all applicable laws and regulations, (B) does not infringe, misappropriate
or otherwise violate any third party intellectual property right, (C) does not breach
the rights of any person or entity, including, without limitation, rights of publicity
or privacy, and is not defamatory, and (D) does not and will not result in consumer
fraud (including being false or misleading), product liability, tort, breach of
contract, injury, damage or harm of any kind to any person or entity.
THE SERVICES, INCLUDING BUT NOT LIMITED TO TAGS AND REPORTS,
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MICROSOFT AND/OR
ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, FUNCTIONALITY,
ACCURACY OR AVAILABILITY OF THE SERVICES OR TAGS, OR THE INFORMATION CONTAINED IN
THE DOCUMENTS, REPORTS AND/OR RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES
OR IN CONJUNCTION WITH ANY TAGS FOR ANY PURPOSE. THE DOCUMENTS, REPORTS AND INFORMATION
AVAILABLE THROUGH THE SERVICES COULD INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MICROSOFT CORPORATION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH
REGARD TO THE TAGS, SERVICES AND INFORMATION RESULTING FROM THE SERVICES, INCLUDING
ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
At Microsoft’s request, you will defend, hold harmless,
and indemnify Microsoft and its directors, officers, employees, agents, subsidiaries,
affiliates and each of their successors from and against all third-party claims,
actions, demands, proceedings, damages, costs and liabilities of any kind (collectively,
“Claims”) to the extent that the Claims arise out of or relate
to the Tag Content, your use of the services, the Tags you created, Your Materials,
your violation of laws or applicable regulations in the use of the Tags (e.g., violation
of consumer protection, product packaging, or other laws), your breach of your warranties
or obligations under this Agreement, or other Claims that may arise out of the Tag
Content or Your Materials (e.g., product liability Claims).
LIMITATION OF LIABILITY
EXCEPT AS SET FORTH BELOW, NEITHER PARTY WILL BE LIABLE
TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES
(INCLUDING LOSS OF DATA, REVENUE, AND/OR PROFITS) COSTS OR EXPENSES (INCLUDING LEGAL
FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT
REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT
LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF THOSE DAMAGES.
MICROSOFT WILL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN
THE PERFORMANCE OF ITS OBLIGATIONS DUE TO FORCE MAJEURE, AND IN ADDITION WILL NOT
BE LIABLE TO YOU FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID TO MICROSOFT HEREUNDER,
IF ANY. AS THE SERVICES ARE PRE-RELEASE AND OFFERED AS BETA ONLY, THIS PROVISION
FORMS AN ESSENTIAL PART OF THIS AGREEMENT.
The foregoing limitation does not apply
to liability arising from:
· your duty to indemnify Microsoft
under this Agreement;
· a breach of a your obligations under
the “Other Terms Relating to Your Use of the Tags, Services and Provision of Tag
· your infringement, misuse or misappropriation
of any intellectual property rights; or
· your gross negligence, willful misconduct or fraud.
TERM AND TERMINATION
The Term of this Agreement is from the date that you
accept this Agreement until it is terminated, as described below.
You may terminate this Agreement by ceasing to use the
services and Tags and deleting the Tags you created.
If you are dissatisfied with the services, your sole and exclusive remedy is to
cease use of the services and Tags and terminate this Agreement upon written notice
Microsoft may terminate this Agreement, or may terminate
or suspend your right to use any Tag or services in the event that you breach the
terms of this Agreement. In the event of such termination or suspension,
Microsoft will provide notice to you.
Microsoft may terminate the Beta Program and/or this
Agreement for any reason at any time. Microsoft shall use commercially
reasonable efforts to provide the services for Tags created and in use prior to
the termination of the Beta Program for the surviving 2 year period set forth in
the section “Cost” above. For purposes of clarification, Microsoft will have the
right to terminate the services and your use of the Tags earlier for reason of (a)
law or regulations; (b) an event of force majeure; or (c) actual or threatened court
APPLICABLE LAW AND PLACE FOR RESOLVING DISPUTES
Washington state law governs the interpretation of this
Agreement and applies to claims for breach of it, regardless of conflict of laws
principles. You and we irrevocably consent to the exclusive jurisdiction and venue
of the state or federal courts in King County, Washington, U.S.A. for all disputes
arising out of or relating to this Agreement.
Microsoft may provide any notices under this Agreement
to the e-mail address associated with your Windows LiveID
account. Notices to Microsoft must
be sent to Microsoft Corporation, Mail Slot: Tag Beta, One Microsoft Way, Redmond,